Directors Report of Integra Engineering India Ltd.

Mar 31, 2025

Your Directors take immense pleasure in presenting the Forty-third Annual Report of your Company alongwith the Audited Financial Statements for the financial year ended 31^st March 2025.

1. The state of the Company''s affairs including financial summary/ highlights

(^ in lakhs]
Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	16,585.68	14,682.38	16,585.68	14,682.38
Other Income	95.10	84.81	95.10	84.81
Total Income	16,680.78	14,767.19	16,680.78	14,767.19
Profit before Finance Cost, Depreciation and Taxes	3,243.27	2,504.90	3,243.27	2,504.90
(Less): Finance Cost	(239.92)	(124.88)	(239.92)	(124.88)
(Less): Depreciation & Amortization	(363.84)	(277.83)	(363.84)	(277.83)
Profit before Taxes	2,639.51	2,102.19	2,639.51	2,102.19
(Less): Tax Expenses	(790.74)	(650.15)	(790.74)	(650.15)
Profit for the year	1,848.77	1,452.04	1,848.77	1,452.04
Other Comprehensive Income	(5.21)	5.55	(5.21)	5.55
Total Comprehensive Income	1,843.56	1,457.59	1,843.56	1,457.59
Note: All material accounting policies and material transactions have been disclosed in notes on accounts to the financial statement as on 31st March 2025.

2. Dividend

In view of the need to conserve the resources of the Company, especially keeping in view, further capital investment into the infrastructure to support the growth of the Company, Directors of the Company do not recommend dividend on equity shares for the year.

However, the Company has paid interim dividend of ^ 992.00 Lakhs to Integra Holding AG, its sole preference share holder, upon redemption of 4% Cumulative Redeemable Preference Shares, as per the terms of issue approved by the shareholders in the Extra-ordinary General Meeting (EGM) held on 30^th August 2004.

3. Reserves

The Company is not required to transfer any amount to its reserves. Hence, no amount of profit is transferred to the General Reserve.

However, in accordance with the applicable provisions of the

Companies Act, 2013 (the ''Act''), due to redemption of 4% cumulative redeemable preference shares entirely out of the profits of the Company, an amount equal to nominal value of such shares i.e., ^ 1,240 Lakhs has been transferred to the Capital Redemption Reserve (CRR).

Further, in view of exercise of options and consequent allotment of 30,000 equity shares of ^ 1/- each at an exercise price of ^ 36/- per share, ^ 5.72 Lakhs out of ESOP reserve has been transferred to general reserve.

4. Report of frauds

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

5. Change in the nature of business

There was no change in the nature of business during the financial year under review.

6. Material changes and commitments 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 report

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year ended 31^st March 2025 and the date of signing of this 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 were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future during the financial year under review.

8. Details in respect of the adequacy of internal financial controls with reference to the financial statements

The Company has appointed internal auditor in accordance with Section 138 of the Act, for ensuring adequacy of internal financial controls and your Board has taken adequate care for financial control during the financial year under review.

9. Performance and financial position of each of the subsidiaries, associates, and Joint venture Companies

No Company has become or ceased to be Subsidiary/Joint venture/Associate Company of the Company during the financial year.

However, the Company has one associate Company (Joint venture-Company) i.e. “Integra Systems Private Limited" (ISPL), which has been admitted for liquidation by Honorable National Company Law Tribunal (NCLT), Ahmedabad Bench, vide their order dated 9^th August 2024. Form AOC-1 in this regard is attached at the end of financial statements.

10. Deposits

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014, during the financial year under review.

11. Change in Share Capital, if any

During the financial year 2024-25, Mr. Bhavin Kariya, CEO (KMP), exercised 30,000 stock options granted to him under the Integra Engineering Employee Stock Option Plan 2015 (ESOP 2015). In the course of this exercise, 30,000 equity shares were allotted to him, resulting in an increase in the paid-up equity share capital of the Company from 3,43,65,196 to 3,43,95,196 equity shares of ^ 1/- each aggregating to ^ 3,43,95,196.

12. Disclosure regarding issue of Equity Shares with differential rights

The Company has not issued any Equity Shares with differential rights as to dividend or vote during the financial year. Hence, details as per Rule 4(4) of Companies (Share Capital and

Debentures) Rules, 2014 are not required to be reported.

13. Disclosure regarding issue of Employee Stock Option

The Company has one Employee Stock Option Plan viz., Integra Engineering Employees'' Stock Option Plan 2015 (ESOP 2015), which was approved by the Members of the Company by a special resolution at their Thirty-third AGM held on 12^th August 2015.

Under the aforesaid plan, the Nomination and Remuneration Committee of the Company, at its meeting held on 22^nd August 2017, granted 1,80,000 (One Lakh Eighty Thousand) Stock Options representing an equal number of equity shares of face value of ^ 1/- each, at an exercise price of ^ 36/- to eligible employees.

During the financial year 2024-25, the Scheme was in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [''SEBI (SBEB&ES) Regulations''] and no material changes were made by the Company in the Employees'' Stock Option Plan. Other relevant details in accordance with Part F of Schedule I of SEBI (SBEB&ES) Regulations are available on the website of the Company www.integraengineering.in.

On 31^st January 2025, the Board of Directors of the Company allotted 30,000 Equity Shares of ^ 1/- each at an exercise price of ^ 36/-, in exercise of option by Mr. Bhavin Kariya, CEO of the Company.

14. Annual Return on website

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, a copy of the Annual Return is placed on the website of the Company at www.integraengineering.in.

15. Disclosure regarding issue of Sweat Equity shares

The Company has not issued any sweat equity shares during the financial year. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 are not reported yet.

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 as Annexure-A.

17. Corporate Social Responsibility (CSR)

During the financial year 2024-25, your Company continued to implement CSR initiatives that align with our core values and contribute to the well-being of the communities in which we operate. The CSR Policy of your Company is aligned with the activities specified in Schedule VII of the Act.

The amount required to be spent by the Company on CSR activities for the financial year 2024-25 was ^ 35.27 Lakhs. However, the Company utilized a set-off of ^ 3.21 Lakhs, being the excess amount spent in the previous financial year, in line

with Rule 7(3) of the Companies (CSR Policy) Rules, 2014. Accordingly, the net amount required to be spent during the year was ^ 32.06 Lakhs, against which the Company has spent

^ 32.59 Lakhs.

The annual report on CSR activities pursuant to Rule 8 of the Companies (CSR Policy) Rules, 2014 is attached as Annexure -

b.

18. Directors and Key Managerial Personnel:

A) Details of appointment/resignation/retirement of

Directors and Key Managerial Personnel during the year under review and up to the date of this report:

Mr. Adrian Oehler (DIN: 00360332) was re-appointed as a retiring Director by the members at their forty-second AGM held on 17^,h July 2024.

Mr. Shalin Divatia (DIN: 00749517) and Mr. Rahul Divan (DIN: 00001178) completed their 2^nd term of 5 (five) consecutive years as the Independent Director(s) of the Company w.e.f., the close of business hours on 29^th March 2025. The Board placed on record its immense appreciation for their valuable contribution during their respective tenures.

The approval of the members was accorded to the appointment of Mrs. Komal Solomon (DIN: 02779923) and Mr. Jayesh Mehta (DIN:10529297) as the Non-executive, Independent Directors w.e.f., 30^th May 2024 in the forty-second AGM of the Company held on 17^th July 2024.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in its meeting held on 14^th May 2025, approved the appointment of Mr. Dilipsinh Jadeja (DIN: 03589440), as an Additional Director of the Company up to the upcoming AGM and as a Non-executive, Independent Director for the period of 5 (five) consecutive years w.e.f., 14^th May 2025, subject to approval of the members at the forty-third AGM.

B) Statement on declaration given by Independent Directors under Section 149(6) of the Act

The Board of Directors hereby declares that all the Independent Directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under Section 149(6) of the Act.

C) Statement with regards to integrity, expertise and experience of Independent

Directors

The Board of Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

D) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of the Board, its committees and individual Directors which include criteria for performance evaluation of the Non-executive Directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The Board of Directors has expressed their satisfaction with the evaluation process.

A statement indicating the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

19. Meetings

During the financial year 2024-25, five Board and five Audit Committee meetings were held, the details of which are given in the Corporate Governance Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Act and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the Listing Regulations'').

20. Details of establishment of vigil mechanism for directors and employees

The Company has framed a vigil mechanism in accordance with the relevant provisions of the Act read with Regulation 22 of the Listing Regulations and the same may be accessed on the Company''s website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when he / she becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company''s interest.

21. Particulars of loans given, guarantees given, investments made and securities provided

Details of loans, guarantees and investments are within the limit of the provisions of Section 186 of the Act as appearing in Note no. 7 and Note no. 15 of the financial statements.

22. Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties in Form AOC-2 is annexed as Annexure-C.

23. Managerial Remuneration

Disclosures pursuant to Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith as Annexure-D.

24. Auditors

• Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants, (Firm

Registration No.: 101961W/W-100036) were appointed by the members of the Company in its thirty-eighth AGM held on 12^th August 2020, to hold office up to the conclusion of forty-third AGM. In accordance with Section 139 of the Act and rules framed thereunder, M/s. CNK & Associates LLP, Chartered Accountants, can be reappointed as statutory auditors of the Company for the second term of five consecutive years.

M/s. CNK & Associates, LLP, Chartered Accountants, have furnished a certificate of their eligibility and consent under the relevant provisions of the Act and rules mentioned thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India (ICAI). Therefore, based on the recommendation of the Audit Committee, the Board of Directors has proposed the appointment of M/s. CNK & Associates, LLP, Chartered Accountants, as the Statutory Auditor of the Company for a second term of five consecutive years, to hold office from the conclusion of the forty-third AGM until the conclusion of the forty-eighth AGM, subject to the approval of the members at the ensuing AGM.

• Internal Auditors

M/s. Shah and Shah Associates, Chartered Accountants, (FRN 109458W), have been appointed as the Internal Auditor of the Company for the financial year 2025-26, by the Board of Directors, based on recommendation of the Audit Committee, in accordance with Section 138 of the Act and rules framed thereunder.

• Secretarial Auditors

M/s. Devesh Pathak & Associates, Practising Company Secretaries, (Firm Registration No.: 2018GJ621500), were appointed as Secretarial Auditor of the Company for the financial year 2024-25, by the Board of Directors, upon recommendation of the Audit Committee.

Pursuant to Regulations 24A of the Listing Regulations, w.e.f., 1^st April 2025, the appointment of the Secretarial Auditor shall be recommended by the Board of Directors and approved by the members at an AGM, for a term of five consecutive years, if Secretarial Auditor is an individual or two terms of five consecutive years for a Secretarial Audit firm. Hence, M/s. Devesh Pathak & Associates, Practising Company Secretaries, being a sole proprietary firm, can be appointed as Secretarial Auditor of the Company for a term of five consecutive years.

M/s. Devesh Pathak & Associates, Practising Company Secretaries, have furnished a certificate of their eligibility and consent under the relevant provisions of the Act, the Listing Regulations and relevant circulars issued by SEBI in this regard. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Company Secretaries of India (ICSI).Therefore, based on the recommendation of the Audit Committee, the Board of Directors have proposed the appointment of

M/s. Devesh Pathak & Associates, Practising Company Secretaries, as the Secretarial Auditor of the Company, for a term of five consecutive years, form the financial year 2025-26 to 2029-30, subject to approval of the members at the ensuing AGM.

The Secretarial Audit Report and Annual Secretarial Compliance Report issued by M/s. Devesh Pathak & Associates, for the financial year 2024-25 have been annexed to this Report as Annexure-E & F respectively.

• Cost Auditor

Mr. Divyesh Vagadia, Practicing Cost Accountant, has been appointed as the Cost Auditor for the financial year 202526, by the Board of Directors, upon recommendation of the Audit Committee, in terms of Section 148 of the Act and rules framed thereunder. Mr. Divyesh Vagadia has furnished his consent and eligibility to be appointed as a Cost Auditor in terms of the relevant provisions of the Act and rules mentioned thereunder.

The ratification of remuneration payable to Mr. Divyesh Vagadia, for the financial year 2025-26, will be subject to approval of the members at the ensuing AGM.

• Explanation or comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditor''s Report

Neither the Statutory Auditor nor the Secretarial Auditor of the Company, in their respective draft reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/comments thereon are required to be furnished by the Board.

25. Corporate Governance Report

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance with the requirements under the Listing Regulations.

A detailed report on Corporate Governance as required under Regulation 34 read with Part C of Schedule V to the Listing Regulations is appended along with the certificate confirming the compliance of conditions on Corporate Governance, issued by M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara. The Corporate Governance Report is forming part of the Board''s Report as per Annexure-G.

26. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required in terms of Regulation 34(2) of the Listing Regulations forms part of this Report as Annexure-H.

27. Risk management

The Management has put in place adequate and effective system and manpower for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

28. Directors'' Responsibility Statement

In terms of Section 134(3)(c) read with 134(5) of the Act, your Directors would like to state that:

a) in the preparation of the annual accounts for the financial year ended 31^st March 2025, 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 for the financial year ended 31^st March 2025, 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;

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 and

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.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company maintains a zero tolerance towards sexual harassment at the workplace. In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (''the POSH Act'') and rules framed thereunder, a comprehensive policy has been implemented by the Company. This policy applies to all employees, including permanent, contractual, temporary, and trainees. An Internal Committee has also been constituted in accordance with the POSH Act to redress complaints received on sexual harassment.

During the year under review, no complaint was reported to the Internal Committee and accordingly, the Company has no information to report on filing and disposal of the cases pursuant to Section 22 of the POSH Act.

30. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the engineering industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were

conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors

• Business Development Strategy and Plans

• Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

• Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

31. Audit Committee

The Audit Committee of the Board consists of four Independent and one Non-executive, Non-Independent Director.

The details such as composition, role, terms of reference, power, number of meetings held and attended by the members of the Audit Committee in accordance with the provisions of Regulation 18 of the Listing Regulations read with Section 177 of the Act & rules framed thereunder, forms part of the Corporate Governance Report under the section “Committees of the Board".

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board.

32. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board consists of two Independent and one Non-executive, NonIndependent Director.

The terms of reference of the Nomination and Remuneration Committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report under the section “Committees of the Board".

Your Board has also adopted a Nomination and Remuneration Policy in accordance with Section 178 of the Act. The policy provides for the appointment and removal of Directors, Key Managerial Personnel and Senior Management employees and their remuneration.

33. Maintenance of Cost Records

The Company maintains its cost records in accordance with the provisions of Section 148 of the Act and rules framed thereunder.

34. Secretarial Standards

In terms of clause no. 9 of revised SS-I (Revised Secretarial Standards on Meeting of Board of Directors effective from 1^st April 2024), your Directors state that the Company has been compliant of applicable Secretarial Standards during the year

under review.

35. No application/ proceeding under IBC

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in this regard.

36. No one time settlement

The Company has not undergone any one-time settlement and accordingly the Company has no information to offer in respect of the difference between the amount of the valuation at the time of one-time settlement and the valuation date while taking loan, if any.

37. Acknowledgements

Your Directors express their gratitude to Integra Holding AG, Switzerland, the Holding Company, for its continuous support and thank the Company''s employees, customers, vendors, and other shareholders.

A special thank goes to the commendable performance by the Government of India, Government of various states in India, Government of various countries and concerned departments.

---

Mar 31, 2024

Your Directors are pleased to present their Forty-second Board''s Report together with the Audited Financial Statements for the financial year ended 31st March 2024

1. The state of the Company''s Affairs including financial summary/ highlights

(Amount Rs. in lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Sales & Other Income	14767.19	13372.78	14767.19	13372.78
Profit before Finance Cost, Depreciation and Taxes	2504.90	2199.82	2504.90	2199.82
(Less): Finance Cost	(124.88)	(117.46)	(124.88)	(117.46)
(Less): Depreciation & Amortization	(277.83)	(216.07)	(277.83)	(216.07)
Profit before Taxes	2102.19	1866.29	2102.19	1866.29
(Less): Tax Expenses	(650.15)	(47.77)	(650.15)	(47.77)
Profit for the year	1452.04	1818.52	1452.04	1818.52
Other Comprehensive Income	5.55	1.24	5.55	1.24
Total Comprehensive Income	1457.59	1819.77	1457.59	1819.77

All material accounting policies and material transactions have been disclosed in notes on accounts to the financial statement as on 31st of March 2024.

2. Dividend

In view of the need to conserve the resources of the Company, especially keeping in view of further capital investment into the infrastructure to support the growth of the Company, Directors of the Company do not recommend dividend for the year.

3. Reserves

The Company is not required to transfer any amount to its Reserves. Hence, the Company has not transferred any profits generated during the Financial Year 2023-24 to the General Reserve.

4. Report of frauds

There have been no instances of fraud reported by the Auditors under section 143(12) of the Companies Act, 2013(''the Act'') and rules framed there under either to the Company or to the Central Government.

5. Change in the nature of business

There was no change in the nature of business during the year under review.

6. Material changes and commitments 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 report

There have been no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year ended 31st March 2024 to which the Financial Statements relates and the date of signing of this 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 were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future during the financial year.

8. Details in respect of adequacy of internal financial controls with reference to the financial statements

The Company has appointed the internal auditor for ensuring adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Performance and financial position of each of the subsidiaries, associates, and joint venture Companies

No Company has become or ceased to be subsidiary/Joint venture/Associate Company of the Company during the year. However, the Company has one associate Company i.e. “Integra Systems Private Limited". Form AOC-1 in this regard is attached at the end of financial statements.

10. Deposits

The Company has neither accepted nor renewed any deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014.

11. Change in Share Capital, if any:

During the year under review, there was no change in share capital and accordingly the Paid-up Equity Share Capital of your Company continued to be Rs. 3,43,65,196 (Rupees three crores forty-three lakhs Sixty-five thousand and one hundred and ninety-six only) as of 31st March 2024.

12. Disclosure regarding issue of Equity Shares with differential rights:

The Company has not issued any Equity Shares with Differential rights as to dividend or vote during the year. Hence, details as per Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be reported.

13. Disclosure regarding issue of Employee Stock Option:

The Company has one Employee Stock Option Scheme viz Integra Engineering India Employees'' Stock Option Plan 2015

which was approved by the Members by a special resolution at their Thirty-third Annual General Meeting held on 12th August 2015.

During the financial year 2023-24, there were no material changes in the Employees'' Stock option plan of the Company. The Scheme is in compliance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme, Guidelines, 1999 as well as prevailing Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,2021

The Company has received a certificate from M/s. Pantomath Capital Advisors (P) Ltd. that Integra Engineering India Employees'' Stock Option Plan 2015 have been implemented in accordance with the SEBI Regulations and the resolution passed by the Members in their general meeting. The certificate would be placed at the ensuing Annual General Meeting for inspection by the Members.

The Company received in-principle approval from BSE on 13th November, 2017.

The Board of Directors would like to inform that there was no material change in the Integra Engineering India Employees'' Stock Option Plan 2015 as per Regulation 14 Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Relevant applicable details mentioned under Part F of Schedule I of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are available on the website of the Company www.integraengineering.in

Nomination and Remuneration Committee constituted by the Board of Directors of the Company has at its meeting held on 22nd August 2017, granted, under the “Integra Engineering India Employees Stock Option Plan 2015", 1,80,000 (One lac eighty thousand) Stock Options representing an equal number of equity shares of face value of Rs. 1/- each in the Company, at an exercise price of 36.

On 19th July 2022, the Board of Directors of the Company allotted 1,20,000 Equity shares of Rs. 1 each at an exercise price of Rs. 36/-, in view of exercise of option by immediate relative of Late Mr. Utkarsh Pundlik.

14. Annual Return on website

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act a copy of the Annual Return is placed on the website of the Company i.e. www.integraengineering.in

15. Disclosure regarding issue of Sweat Equity shares

During the year, the Company has not issued Sweat Equity shares. Hence, details as per Rule 8(13) of the Companies (Share Capital and Debentures) Rule, 2014 are not reported yet.

16. Conservation of energy, technology absorption and foreign exchange earnings and outgo

At Integra Engineering India Limited, with our new solar installation, we''re harnessing the sun''s boundless energy to power our operations, all while reducing our carbon footprint. This innovative solution not only exemplifies our dedication to renewable energy but also underscores our role as pioneers in sustainable practices.

By embracing clean electricity, we''re not just reducing costs, but also taking tangible steps towards a greener, more sustainable future. With sustainability at the forefront of everything we do, we''re proud to lead the charge towards a greener, more sustainable world.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith as Annexure-A

17. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility (CSR) Committee constituted in terms of the provisions of Section 135(1) of the Act reviewed and adopted CSR policy aligned with the activities specified in Schedule VII of the Act.

The amount required to be spent on CSR activities during the year under review in accordance with Section 135 of the Act worked out to be Rs. 26,45,334 for the year 2023-24. As against that the Company has spent Rs. 29,66,385 during the financial year.

The requisite details on CSR activities pursuant to section 135 of the Act read with the companies (CSR Policy) Rules, 2014 are attached as Annexure - B.

18. Directors:

A) Details of Appointment/resignation of Directors and Key Managerial Personnel

Mrs. Corinne Ruckstuhl was reappointed as a Retiring Director by the members at their 41st Annual General Meeting held on 19th July 2023.

Resignations of Director(s)/KMP(s) during financial year 2023-24:

(i) Mr. Bhargav Patel resigned from the position of Independent Director of the Company w.e.f., close of business hours on 6th February 2024.

(ii) Mrs. Harneetkaur Anand resigned from the position of Company Secretary and Compliance Officer (KMP) w.e.f., 3rd February 2024.

The Board placed on record its immense appreciation for their contribution during their respective tenures.

Appointments of Director(s)/KMP(s) during financial year 2023-24:

(i) The Board in its meeting held on 1st June 2023, on recommendation of Nomination and Remuneration Committee, appointed Mr. Bharat Salhotra as the Independent Director of the Company. The members approved the appointment of Mr. Salhotra in the 41st AGM held on 19th July 2023.

(ii) The Board in its meeting held on 6th February 2024,

on recommendation of Nomination and

Remuneration Committee, appointed Mr. Ravi Thanki as the Company Secretary and Compliance Officer (KMP) w.e.f., 8th April 2024.

The Board of Directors in its meeting held on 30th May 2024, based on recommendation of the Nomination and Remuneration Committee, approved the appointment of Mrs. Komal Solomon (DIN: 02779923) and Mr. Jayesh Mehta (DIN: 10529297) as Additional Director(s) of the Company up to the upcoming AGM and as a Non-executive Independent Director(s) for a period of 5 (five) consecutive years, subject to approval of the members at the upcoming AGM.

B) Statement on declaration given by independent directors under Section 149(6) Of the Act

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet the criteria of

independence as provided under Section 149(6) of the Act.

C) Statement with regards to integrity, expertise and experience of independent directors

Your Directors are of the opinion that the Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency)

D) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of the Board, its committees and individual Directors which include criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committees. The Board of Directors has expressed their satisfaction with the evaluation process.

A statement indicating the manner in which a formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

19. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During this year, six Board and five audit committee meetings were held, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under The Act and The Securities Exchange Board of India (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (’LODR’).

20. Details of establishment of vigil mechanism for directors and employees

The Company has framed vigil mechanism in terms of The Companies Act, 2013 read with Regulation 22 of LODR and the same may be accessed on the Company’s website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company’s interest.

21. Particulars of loans given, guarantees given, investments made and securities provided

Details of loans, guarantees and investments are within the limit of the provisions of Section 186 of The Act as appearing in Note 7 and Note 15 to the financial statements.

22. Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties in Form AOC-2 are enclosed as per Annexure-C.

23. 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 as per Annexure-D.

24. Auditors

• Statutory Auditors

M/s. CNK & Associates LLP, Chartered Accountants, have been appointed as Statutory Auditors of the Company from the conclusion of the 38th Annual General Meeting held on 12th August 2020, to hold office up to the conclusion of 43rd Annual General Meeting to be held in 2025.

• Internal Auditors

M/s. Shah and Shah Associates, Chartered Accountants, Vadodara have been appointed as Internal Auditors of the Company in terms of Section 138 of The Companies Act, 2013 and rules framed thereunder, for the Financial Year 2024-25 by the Board of Directors, upon recommendation of the Audit Committee.

• Secretarial Auditors

M/s. Devesh Pathak & Associates, Practicing Company Secretaries, Vadodara, Gujarat, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company as per provisions of Section 204 of The Companies Act, 2013 as well as to issue of Annual Secretarial Compliance certificate pursuant to Regulation 24A of LODR. The Secretarial Audit Report and Annual Secretarial Compliance Report have been annexed to this Report as per Annual Annexure- E & F respectively.

• Explanation or Comments on disqualifications,

reservations, adverse remarks or disclaimers in the Auditor''s Reports;

Neither the Statutory Auditors nor the Secretarial Auditors of the Company in their respective draft reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

25. Corporate Governance Report

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements under LODR.

A detailed report on Corporate Governance as required under Regulation 34 read with Part C OF Schedule V to LODR is appended along with the Corporate Governance Certificate, issued by M/s. Devesh Pathak & Associates, Practicing Company Secretaries, Vadodara, Gujarat, the Secretarial Auditors, confirming the compliance of conditions on Corporate Governance forming part of the Board''s Report as per Annexure-G.

26. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of LODR forms part of this Report. It deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. enclosed as per Annexure-H.

27. Risk management

The Management has put in place adequate and effective system and manpower for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

28. Directors'' Responsibility Statement

In terms of Section 134(3)(c) read with 134(5) of the Act, your Directors would like to state:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that 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) that 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) that the directors had prepared the annual accounts on a going concern basis;

e) that 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 and

f) that 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.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the year under review, no complaint was reported to the Board and accordingly, the Company has no information to report on filing and disposal of the cases pursuant to Section 22 of the said Act.

30. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues faced by the Engineering Industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

• The Roles, Rights, Responsibilities and Duties of Independent Directors

• Business Development Strategy and Plans

• Changes in the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

• Changes in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

31. Audit Committee

The Audit Committee of the Board consists of Four Independent and One Non-Executive Non-Independent Director.

The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of LODR and Section 177 of The Act and Rules framed thereunder.

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The Company has in place a Vigil Mechanism; details of which are available on the Company''s website.

The details relating to the same are given in the report on Corporate Governance forming part of this Report.

32. Nomination and Remuneration Policy

Your Board has adopted a Nomination and Remuneration Policy as required by Section 178 of The Act. The Policy provides for the appointment and removal of Directors, Key Managerial Personnel and Senior Management employees and their remuneration. The terms of reference of the Nomination and Remuneration Committee are given in the Report on Corporate Governance under the section “Nomination and Remuneration Committee".

33. Nomination and Remuneration Committee

In compliance with Section 178 of The Act, Your Company has in place a “Nomination and Remuneration Committee".

The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19 of LODR and Section 178 of The Act, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors. The terms of reference of the Nomination and Remuneration Committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report under the section “Committees of the Board".

34. Maintenance of Cost Records

The Company had appointed the Cost Auditor in the Financial Year 2023-24 as the Company was required to get the cost records audited pursuant to Section 148(1) of the Act and the Company.

35. Secretarial Standards

In terms of clause no. 9 of revised SS-I (Revised Secretarial Standards on Meeting of Board of Directors effective from 01.10.2017), your directors state that the Company has been compliant of applicable Secretarial Standards during the year under review.

36. No application/ proceeding under IBC

Neither any application is made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (IBC) during the year under review and accordingly the Company has no information to offer in this regard.

37. No one time settlement

The Company has not undergone any one-time settlement and accordingly the Company has no information to offer in respect of the difference between the amount of the valuation at the time of one-time settlement and the valuation date while taking loan, if any.

38. Acknowledgements

The Directors express their gratitude to Integra Holding AG, Switzerland, the Holding Company, for its continuous support and thank the Company''s employees, customers, vendors, and other shareholders.

A special thank goes to the commendable performance by the Government of India, Government of various states in India, Government of various countries and concerned departments.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS,

INTEGRA Engineering India Limited

Sd/-

Corinne Ruckstuhl

Chairperson & Non-Executive Director

DIN:03531399

Place: Halol

Date: 30th May 2024

---

Mar 31, 2019

The Directors are pleased to present their Thirty Seventh Board''s Report together with the Audited Financial Statements for the year ended on 31^st March, 2019

1. Financial summary or highlights of performance of the Company (Amount in Rs. )

Particulars	Standalone		Consolidated
	2018-19	2017-18	2018-19	2017-18
Total Sales & Other Income	644,779,103	478,377,839	644,779,103	478,377,839
Profit before Finance Cost, Depreciation and Taxes	109,448,844	63,027,429	109,448,844	63,027,429
(Less): Finance Cost	(7,653,793)	(5,733,992)	(7,653,793)	(5,733,992)
(Less): Depreciation & Amortization	(11,226,679)	(9,087,172)	(11,226,679)	(9,087,172)
Profit before Taxes	90,568,373	48,206,265	90,568,373	48,206,265
(Less): Tax expenses	(20,601,043)	(14,104,661)	(20,601,043)	(14,104,661)
Profit for the year	111,169,416	34,101,603	111,169,416	34,101,603
Appropriation :
Other Comprehensive Income	1,35,534	(979,058)	1,35,534	(979,058)
Total Comprehensive Income	111,304,950	33,122,546	111,304,950	33,122,546
Paid up capital	34,245,196	34,245,196	34,245,196	34,245,196
Other Equity	198,435,670	86,284,457	198,435,670	86,284,457

All significant accounting policies and material transactions have been disclosed in notes on accounts to the financial statement as on 31^st of March, 2019.

2. Certification ISO 9001:2015

Your Company has obtained the quality management systems certification ISO 9001:2015 for manufacturing and design, manufacture and supply of design control system during the year under review.

3. Dividend

In view of the need to conserve the resources of the Company, Directors of the Company do not recommend dividend for the year.

4. Reserves

The Company proposes to carry Rs. 111,169,416 to the Retained Earnings from net profits of Rs. 111,169,416. All the Requirements as laid down in The Companies Act, 2013 and Rules made thereunder are complied with.

5. Brief description of the Company''s working during the year / State of Company''s affair

Total Turnover during the financial year 2018-19 was Rs. 626,625,336 (Previous Year Rs. 461,232,758) showing an increase of 36% over the Previous Year.

The management puts continuous efforts to increase the operational efficiency and turnover.

6. Change in the nature of business

There was no change in the nature of business during the year under review.

7. Material changes and commitments 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 report

No material changes occurred subsequent to the close of the financial year of the Company to which the financial statement relates and the date of the report.

8. 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 financial statement relates and the date of the report.

9. Details in respect of adequacy of internal financial controls with reference to the financial statements

The Company has appointed an internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

10. Performance and financial position of each of the subsidiaries, associates and joint venture Companies

No Company has become or ceased to be subsidiary/Joint venture/Associate Company of the Company during the year. However, the Company has one associate Company i.e. “Integra Systems Private Limited". Form AOC-1 in the regard, is attached at the end of financial statements.

11. Deposits

The Company has neither accepted nor renewed any deposit within the meaning of Companies (Acceptance of Deposits) Rules, 2014.

12. Share Capital:

During the year under review, the Company has not issued any securities.

The Company has one Employee Stock Option Scheme viz

Integra Engineering India Employees'' Stock Option Plan 2015 which was approved by the Members by a special resolution at their Thirty Third Annual General Meeting held on 12^th August, 2015.

During the financial year 2018-19, there were no material changes in the Employee Stock Option Plan of the Company. The Scheme is in compliance with the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme, Guidelines, 1999 as well as prevailing Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular dated 16^th June, 2015.

The Company has received a certificate from M/s. Pantomath Capital Advisors (P) Ltd. that Integra Engineering India Employees'' Stock Option Plan 2015 have been implemented in accordance with the SEBI Regulations and the resolution passed by the Members in their general meeting. The certificate would be placed at the ensuing Annual General Meeting for inspection by the Members.

The Company had received in-principle approval from The Bombay Stock Exchange on 13^th November, 2017.

However, Nomination and Remuneration Committee constituted by the Board of Directors of the Company has, at its meeting held on 22^nd August, 2017, granted, under the “Integra Engineering India Employees Stock Option Plan 2015", 1,80,000 (One lac eighty thousand) Stock Options representing an equal number of equity shares of face value of Rs. 1/- each in the Company, at an exercise price of Rs. 36.

13. Extract of Annual Return

Annual Return as required under Setion 92(3) read with Section 134(3)(a) of the Act is available at http://integraengineering.in/userfiles/investorfile/155550131 1.pdf

However extract of Annual Return is attached herewith as Annexure-A.

14. 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 as Annexure-B.

15. Corporate Social Responsibility (CSR)

The Company does not fall in any of the criteria of Section 135(1) of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and hence the Company is not required to comply with the same.

However, keeping in view the results for the financial year ended 31^st March, 2019, The Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors on 15^th May, 2019 in terms of the provisions of Section 135(1) of the Act. The said Committee reviewed and adopted CSR policy aligned with the activities specified in Schedule VII of the Act.

The Company will commence spending on CSR activities from the Financial year 2019-20 as CSR is applicable from the Financial year 2019-20.

16. Directors:

A) Details of appointment/resignation of Directors and Key Managerial Personnel

Mr. Adrian Oehler was reappointed as a Retiring Director by the members at their 36^th Annual General Meeting held on 19^th July, 2018. There was no other change in the Directors and Key Managerial Personnel during the Financial year 2018-19.

B) Declaration by an Independent Director(s)

Mr. Shalin Divatia, Mr. Rahul Divan and Mr. Bhargav Patel, have been appointed as independent Directors of the Company on 30^th March, 2015 and Mr. Mahendra Sanghvi has been appointed as Independent Director on 11^th June, 2015 for a term of 5 consecutive years on the Board of the Company in terms of Section 14(10) of the Act.

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet criteria of independence as provided under Section 149(6) of the Act.

C) Formal Annual Evaluation

The Company has devised a policy for performance evaluation of Board, its Committees and individual Directors which include criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee. The Board of Directors has expressed their satisfaction with the evaluation process.

17. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During this year, four Board and five audit committee meetings were convened and held, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under The Companies Act, 2013 and The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

18. Details of establishment of vigil mechanism for directors and employees

The Company has framed vigil mechanism in terms of The Companies Act, 2013 and the same may be accessed on the Company''s website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he becomes aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company''s interest.

19. Particulars of loans given, guarantees given, investments made and securities provided

Details of loans, gaurantees and investments covered under the provisions of Section 186 of The Companies Act, 2013 are given in the Note 15 to the financial statements.

20. Particulars of contracts or arrangements with related parties

Particulars of contracts or arrangements with related parties in Form AOC-2 are enclosed as per Annexure-C.

21. 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 as per Annexure-D.

22. Auditors

- Statutory Auditors

M/s. K. C. Mehta & Co., Chartered Accountants, bearing FRN: 106237W, the Statutory Auditors of the Company hold office until the conclusion of the 38th Annual General Meeting of the Company.

- Internal Auditors

M/s. Shah and Shah Associates, Chartered Accountants, Vadodara have been appointed as Internal Auditors of the Company in terms of Section 138 of The Companies Act, 2013 and rules framed thereunder, for the Financial Year 2019-20 by the Board of Directors, upon recommendation of the Audit Committee.

- Secretarial Auditors

M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara, Gujarat, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company, provisions of Section 204 of The Companies Act, 2013. The Secretarial Audit Report has been annexed to this Report as Annexure-E

- Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditor''s Reports;

There have been no disqualifications, reservations, adverse remarks or disclaimers in the Auditor''s reports, requiring explanation or comments by the Board.

23. Corporate Governance Report

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

A detailed report on Corporate Governance as required under Regulation 34 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, is appended alongwith the Corporate Governance Report, issued by M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara, Gujarat, the Secretarial Auditors, confirming the compliance of conditions on Corporate Governance forming part of the Board Report as per Annexure-F.

24. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report. It deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. eclosed as per Annexure-G.

25. Risk management

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

26. Directors'' Responsibility Statement

Your Directors make the following statements in terms of Section 134(3)(c) of The Companies Act, 2013:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that 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) that 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) that the directors had prepared the annual accounts on a going concern basis; and

e) that 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) that 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.

27. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

No Complaint was received by the Committee during the year.

28. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues facing the Engineering Industry. Considering the long assosciation of the Directors with the Company and their seniority and expertise in their respective areas of specialisation and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

- The Roles, Rights, Responsibilities and Duties of Independent Directors

- Business Development Strategy and Plans

- Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015

- Changes in Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

29. Audit Committee

The Audit Committee of the Board consists of Four Independent and One Non-Executive Director.

The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177 of The Companies Act, 2013 and Rules framed thereunder.

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The Company has in place a Vigil Mechnanism; details of which are available on the Company''s website.

The details relating to the same are given in the report on Corporate Governance forming part of this Report.

30. Nomination and Remuneration Policy

Your Board has adopted a Nomination and Remuneration Policy as required by Section 178 of The Companies Act, 2013, The Policy provides for the appointment and removal of Directors, Key Mangerial Personnel and Senior Management employees and their remuneartion. The terms of reference of the Nomination and Remuneration Committee are given in the Report on Corporate Governance under the section “Nomination and Remuneration Committee".

On 31st March, 2019, the Board consists of six members, two of whom are Non-Executive, and four are Independent Directors.

31. Nomination and Remuneration Committee

In compliance with Section 178 of The Companies Act, 2013, Your Company has in place a “Nomination and Remuneration Committee".

The powers, role and terms of reference of the Nomination and Remuneration Committee cover the areas as contemplated under Regulation 19 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of The Companies Act, 2013, and Rules and Regulations, framed thereunder, besides other terms as may be referred by the Board of Directors. The terms of reference of the Nomination and Remuneration Committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report under the section “Committees of the Board".

32. Maintenance of Cost Records

The Company was required to maintain Cost Records as specified by the Central Government pursuant to Section 148(1) of the Companies Act, 2013 and the Company made and maintained accounts and records accordingly.

33. Acknowledgements

Your Directors express their gratitude to INTEGRA Holding AG, Switzerland for its support.

Your Directors would also like to express their gratitude for the assitance and co-operation received from Banks, Government Authorities, valuable customers, vendors, auditors and the members of the Company for their continued support and also extend their appreciation to the employees of the Company at all levels, for their unstinted commitment, dedication and team work.

FOR AND ON BEHALF OF THE BOARD,

INTEGRA Engineering India Limited

Corinne Ruckstuhl

Chairperson & Non-Executive Director

DIN: 03531399

Place : Mumbai

Date: May 15, 2019

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Mar 31, 2018

To,

The Members

Integra Engineering India Limited

P. O. Box No. 55, Chandrapura Village ,

Taluka Halol, Panchmahal-389350, Gujarat.

The Directors are pleased to present their Thirty Sixth Board’s Report together with the Audited Financial Statements for the year ended on 31^st March, 2018

1. Financial summary or highlights of performance of the Company

(Amount in Rs.)

Particulars	Current year 2017-2018	Previous year 2016- 2017
Total Sales & Other Income	478,377,839	388,977,145
Profit before Finance Cost, Depreciation, Extraordinary items & Taxes	63,027,429	37,199,849
Less: Finance Cost	5,733,992	5,239,716
Less: Depreciation & Amortization	9,087,172	8,135,337
Profit before Tax	48,206,265	23,824,796
Less: Tax Expenses	14,104,661	8,415,735
Profit for the Year	34,101,603	15,409,061
Appropriation : issue of bonus shares	Nil	Nil
Other Comprehensive Income	(979,058)	513,754
Total Comprehensive Income	33,122,546	15,922,815
Paid up capital	34,245,196	34,245,196
Other Equity	86,284,457	52,527,209

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31^st of March, 2018.

2. Dividend

In view of the need to conserve the resources of the Company, Directors of the Company do not recommend dividend for the year.

3. Reserves

The Company proposes to carry Rs. 34,101,603 to the Reserves from net profits of Rs. 34,101,603. All the Requirements as laid down in The Companies Act, 2013 and Rules made thereunder are complied with.

4. Brief description of the Company’s working during the year / State of Company’s affair

Total Turnover during the financial year 2017-18 is Rs. 461,233,758 (Previous Year Rs. 353,355,923) showing an increase of 30% over the previous year.

The management puts continuous efforts to increase the operational efficiency and turnover.

5. Change in the nature of business

There was no change in the nature of business during the financial year 2017-18.

6. Material changes and commitments 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 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 sheet relates 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 an internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Performance and financial position of each of the subsidiaries, associates and joint venture Companies

There is one associate Company i.e. “Integra Systems Pvt. Ltd.” of “Integra Engineering India Limited”. Form AOC-1, is attached after the conclusion of financial statements.

10. Deposits

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, details relating to deposits, covered under Chapter V of The Companies Act, 2013 is not applicable.

11. Share Capital:

During the year under review, the Company has not issued any securities.

The Company has one Employee Stock Option Scheme. Integra Engineering India Employees’ Stock Option Plan 2015 was approved by the Members vide a special resolution passed in the Thirty Third Annual General Meeting on 12^th August, 2015. During the financial year 2017-18, there were no material changes in the Employee Stock Option Plan of the Company. The Scheme is in compliance with The Securities Exchange Board of India, Regulations on Employees Stock Option Scheme. As per Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 read with SEBI circular dated 16^th June, 2015. The Company has received a certificate from M/s. Pantomath Capital Advisors (P) Ltd. that Integra Engineering India Employees’ Stock Option Plan 2015 have been implemented in accordance with the SEBI Regulations and the resolution passed by the Members in their general meeting. The certificate would be placed at the ensuing Annual General Meeting for inspection by the Members.

The Company had received in-principle approval from The Bombay Stock Exchange on 13^th November, 2017.

However, Nomination and Remuneration Committee constituted by the Board of Directors of the Company has, at its meeting held on 22 ^nd August, 2017, granted, under the “Integra Engineering India Employees Stock Option Plan 2015”, 180,000 (One lac eighty thousand) Stock Options representing an equal number of equity shares of face value of Rs. 1/- each in the Company, at an exercise price of Rs. 36.

12. Extract of 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-A.

13. 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-B.

14. Corporate Social Responsibility (CSR)

Compliance under Corporate Social Responsibility is not applicable to the Company.

15. Directors:

A) Changes in Directors and Key Managerial Personnel

Mr. Satish Parekh resigned from the directorship of the Company on 11^th May, 2017.

B) Declaration by an Independent Director(s)

A declaration by Mr. Shalin Divatia, Mr. Rahul Divan, Mr. Bhargav Patel and Mr. Mahendra Sanghvi Independent Directors that they meet the criteria of independence as provided in sub-section (6) of Section 149 of The Companies Act, 2013 has been given.

The Board of Directors declares that the Independent Directors Mr. Shalin Divatia, Mr. Rahul Divan, Mr. Bhargav Patel and Mr. Mahendra Sanghvi 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 directors of the said companies amounting to two percent or more of its gross turnover or total income or Rs. 5,000,000 whichever is lower during the two immediately preceding financial years or during the current financial year;

(f) neither they nor 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 the three financial years immediately preceding the current financial year of

(a) 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) hold together with their relatives two percent or more of the total voting power of the company or

(iv) is 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.

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. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee. The Board of Directors has expressed their satisfaction with the evaluation process.

16. Meetings

A calender of Meetings is prepared and circulated in advance to the Directors.

During this year, four Board and five audit committee meetings were convened and held, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under The Companies Act, 2013 and The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

17. Details of establishment of whistle blower policy for directors and employees

The Company has framed a whistle blower policy in terms of The Companies Act, 2013 and the same may be accessed on the Company’s website. Further, every employee of the Company can directly report to the Chairman of the Audit Committee when she / he become aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the Company’s interest.

18. Particulars of loans given, guarantees given, investments made and securities provided

Details of loans, gaurantees and investments covered under the provisions of Section 186 of The Companies Act, 2013 are given in the Note 15 to the financial statements.

19. Particulars of contracts or arrangements with related parties Particulars of contracts or arrangements with related parties are given in Form AOC-2 enclosed as Annexure-C.

20. 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 here with as Annexure-D.

21. Auditors

- Statutory Auditors

M/s. K. C. Mehta & Co., Chartered Accountants, bearing FRN: 106237W, the Statutory Auditors of the Company hold office until the conclusion of the ensuing 36^th Annual General Meeting and are recommended for re-appointment until the conclusion of the 37^th Annual General Meeting of the Company, Based upon the declaration on their eligibility, consent and terms of engagement, your Directors propose their re-appointment in the 36^th Annual General Meeting of the Company.

- Internal Auditors

M/s. Shah and Shah Associates, Chartered Accountants, Vadodara have been appointed as Internal Auditors of the Company in terms of Section 138 of The Companies Act, 2013 and rules & recognition, made thereunder, for the Financial Year 2018-19 by the Board of Directors, upon recommendation of the Audit Committee.

- Secretarial Auditors

M/s. Devesh Vimal & Co., Company Secretaries in practice, based in Vadodara, Gujarat, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company, In terms of provisions of Section 204 of The Companies Act, 2013, a Secretarial Audit Report has been annexed to this Report with Annexure - E.

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditor’s Reports;

There have been no disqualifications, reservations, adverse remarks or disclaimers in the auditor’s reports, requiring explanation or comments by the Board.

22. Corporate Governance Report

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

A detailed report on Corporate Governance as required under Regulation 34 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, is appended alongwith the Corporate Governance Report, issued by M/s. Devesh Vimal & Co., Company Secretaries, Vadodara, Gujarat, the Secretarial Auditors, confirming the compliance of conditions on Corporate Governance forms part of the Board Report with Annexure-F.

23. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, forms part of this Report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. in Annexure - G.

24. Risk management

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

25. Directors’ Responsibility Statement

Your Directors make the following statements in terms of Section 134(3)(c) of The Companies Act, 2013:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that 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) that 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) that the directors had prepared the annual accounts on a going concern basis; and

e) that 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) that 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.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

No Complaint has been received by the Committee during the year.

27. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues facing the Engineering Industry. Considering the long assosciation of the Directors with the Company and their seniority and expertise in their respective areas of specialisation and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

- The Roles, Rights, Responsibilities and Duties of Independent Directors

- Business Development Strategy and Plans

- Changes brought in by the introduction of the Securities Exchnage Board of India (Prohibition of Insider Trading) Regulations, 2015

- Changes in Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015

28. Audit Committee

The Audit Committee of the Board consists of Four Independent and One Non-Executive Director.

The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177 of The Companies Act, 2013 and Rules / Regulations made thereunder.

Audit Committee Composition during F.Y. 2017-18

Name of the Director	Category	Status
Mr. Shalin Divatia	Independent Director	Chairman
Mr. Rahul Divan	Independent Director	Member
Mrs. Corinne Ruckstuhl	Non-Executive Director	Member
Mr. Bhargav Patel	Independent Director	Member
Mr. Mahendra Sanghvi	Independent Director	Member

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The Company has in place a Vigil Mechanism; details of which are available on the Company’s website.

29. Nomination and Remuneration Policy

Your Board has adopted a Nomination and Remuneration Policy as required by Section 178 of The Companies Act, 2013, The Policy provides for the appointment and removal of Directors, Key Mangerial Personnel and Senior Management employees and their remuneration. The terms of reference of the Nomination and Remuneration Committee are given in the Report on Corporate Governance under the section “Nomination and Remuneration Committee”.

On 31^st March, 2018, the Board consists of six members, two of whom are Non-Executive, and four are Independent Directors.

30. Nomination and Remuneration Committee

In compliance with Section 178 of The Companies Act, 2013, Your Company has in place a “Nomination and Remuneration Committee”.

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of The Companies Act, 2013, and Rules and Regulations, made thereunder, besides other terms as may be referred by the Board of Directors. The terms of reference of the Nomination and Remuneration Committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report under the section “Committees of the Board”.

31. Orders passed by the Regulators or Courts or the Tribunals

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Company’s operation.

32. Acknowledgements

Your Directors express their gratitude to INTEGRA Holding AG, Switzerland for its support.

Your Directors would also like to express their gratitude for the assitance and co-operation received from Banks, Government Authorities, valuable customers, vendors and the members of the Company for their continued support and also extend their appreciation to the employees of the Company at all levels, for their unstinted commitment, dedication and team work.

FOR AND ON BEHALF OF THE BOARD,

INTEGRA Engineering India Limited

Sd/-

Corinne Ruckstuhl

Chairperson & Non-Executive Director

DIN: 03531399

Place : Halol

Date: May 03, 2018

---

Mar 31, 2017

To,

The Members

Integra Engineering India Limited

Post Box No. 55, Chandrapura Village ,

Taluka Halol, Panchmahal-389350, Gujarat.

The Directors are pleased to present their Thirty Fifth Board''s Report together with the Audited Financial Statements for the year ended on March 31, 2017

1. Financial summary or highlights of performance of the Company:

(Amount in Rs.000)

Particulars	Current year 2016-2017	Previous year 2015 - 2016
Total Sales & Other Income	354,989	287,534
Profit before Finance Cost, Depreciation, Extraordinary items & Taxes	37,714	28,197
Less: Finance Cost	280	1,283
Less: Depreciation & Amortization	8,135	7,603
Profit / (Loss) before Prior Period items and Tax	29,299	19,311
Add: Exceptional and Extra Ordinary Items	NIL	NIL
Profit / (Loss) Before Tax	29,299	19,311
Tax Expenses	8,416	6,293
Profit / (Loss) After Tax	20,883	13,018
Balance brought forward from previous year	35,416	22,398
Profit available for appropriation	56,299	35,416
Appropriation : issue of bonus shares	NIL	NIL
Balance carried to Balance Sheet	56,299	35,416
Paid up capital	158,245	158,245
Reserves and Surplus	114,156	93,273

During the year, your Company has been accredited with ISO 9001:2015 certification.

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st of March, 2017.

2. Dividend:

In view of the need to conserve the resources of the Company, the Directors of the Company do not recommend dividend for the year.

3. Reserves:

The Company proposes to carry Rs.20,883,000 to the Reserves from net profits of Rs.20,883,000. All the Requirements as laid down in Companies Act, 2013 and Rules made there under are complied with.

4. Brief description of the Company''s working during the year/State of Company''s affair:

Total Revenue from Operation (net of excise duty) during the financial year 2016-17 is Rs.353,356,000 (Previous Year Rs.290,855,000) showing an increase of 21.5% over the previous year.

During the coming year more focus will be put on increasing operational efficiency and increasing turnover.

5. Change in the nature of business:

There was no change in the nature of business during the financial year 2016-17.

6. Material changes and commitments 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 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 sheet relates 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 an internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Performance and financial position of each of the subsidiaries, associates and joint venture Companies:

There is one associate and one holding company of "Integra Engineering India Limited". However, as par Section 129 of the Companies Act, 2013 there is one explanation wherein expression of subsidiary companies includes associate companies. Therefore as per section 2(87) of the Companies Act, 2013, M/s. "Integra Systems Private Limited" is not considered as Subsidiary Company because it is a associate Company of "Integra Engineering India Limited" but as per Section 129, Company is required to provide consolidated statements along with Form AOC-1, which is attached after the conclusion of financial statements.

10. Deposits:

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, details relating to deposits, covered under Chapter V of the Act is not applicable

11. Share Capital:

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

12. Extract of 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-A.

13. 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-B.

14. Corporate Social Responsibility (CSR):

Since the Company''s net worth does not exceed Rs.500 crores or Company''s turnover, does not exceed Rs.1000 crores and the Company''s net profit does not exceed Rs.5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

15. Directors:

A) Changes in Directors and Key Managerial Personnel Changes in Directors and Key Managerial Personnel during the financial year 2016-17 are as follows:

Sr. No.	Name of Director/Key Managerial Personnel	Designation	Category	Date of Appointment	Date of Cessation
1	Satish Parekh [DIN:01761679]	Non Executive Director	Non Promoter Group	30.05.2016	11.05.2017
2	Utkarsh Pundlik	Chief Executive Officer	N.A.	01.09.2016	N.A.

B) Declaration by an Independent Director(s):

A declaration by Mr. Shalin Divatia, Mr. Rahul Divan, Mr. Bhargav Patel and Mr. Mahendra Sanghvi 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.

The Board of Directors declares that the Independent Directors Mr. Shalin Divatia, Mr. Rahul Divan, Mr. Bhargav Patel and Mr. Mahendra Sanghvi 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 directors 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 nor 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 the three financial years immediately preceding the current financial year of

a) 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) hold together with their relatives two percent or more of the total voting power of the company or

iv) is 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.

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. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee. The Board of Directors has expressed their satisfaction with the evaluation process.

16. Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During this year, four Board and five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

17. Details of establishment of whistle blower policy for directors and employees

The Company has framed a whistle blower policy in terms of Companies Act, 2013 and the same may be accessed on the Company''s website. Every employee of the Company can directly report to the Chairman of the Audit Committee when she / he become aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the company''s interest.

18. Particulars of loans given, guarantees given, investments made and securities provided

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note 12 to the Financial Statements.

19. Particulars of contracts or arrangements with related parties Particulars of contracts or arrangements with related parties are given in Form AOC-2 enclosed as (Annexure-C).

20. 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-D).

21. Auditors:

- Statutory Auditors

M/s. K. C. Mehta & Co., Chartered Accountants, bearing FRN: 106237W, the Statutory Auditors of the Company hold office until the conclusion of the ensuing 35th Annual General Meeting and are recommended for reappointment until the conclusion of the 38th Annual General Meeting of the Company, subject to ratification of members. Based upon the declaration on their eligibility, consent and terms of engagement, your Directors propose their re-appointment in the 35th Annual General Meeting of the Company.

-Internal Auditors

M/s. Shah and Shah Associates, Chartered Accountants, Vadodara have been appointed as Internal Auditors of the Company in terms of Section 138 of the Companies Act, 2013 and rules & recognition, made thereunder, for the Financial Year 2017-18 by the Board of Directors, upon recommendation of the Audit Committee.

- Secretarial Auditors

M/s. Devesh Vimal & Co., Company Secretaries in practice, based in Vadodara, Gujarat, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company, In terms of provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit Report has been annexed to this Report with (Annexure - E)

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditor''s Reports;

There have been no disqualifications, reservations, adverse remarks or disclaimers in the Statutory Auditor''s reports, requiring explanation or comments by the Board.

There have been no disqualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor''s reports, requiring explanation or comments by the Board.

22. Corporate Governance Report

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed report on Corporate Governance as required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended along with the Corporate Governance Report, issued by M/s. Devesh Vimal & Co., Company Secretaries, Vadodara, Gujarat, the Secretarial Auditors, confirming the compliance of conditions on Corporate Governance forms part of the Board Report with (Annexure-F).

23. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. in (Annexure - G).

24. Risk management

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

25. Directors'' Responsibility Statement

Your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) that 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) that 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) that the directors had prepared the annual accounts on a going concern basis; and

e) that 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) that 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.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

No Complaint has been received by the Committee during the year.

27. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues facing the Engineering Industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

- The Roles, Rights, Responsibilities and Duties of

Independent Directors Business Development Strategy and Plans Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 New SEBI Regime - Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

28. Audit Committee

The Audit Committee of the Board consists of Four Independent and One Non-Executive Director.

The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177 of the Companies Act, 2013 and rules / regulations made there under.

Audit Committee Composition during F.Y. 2016-17

Name of the Director	Category	Status
Mr. Shalin Divatia	Independent Director	Chairman
Mr. Rahul Divan	Independent Director	Member
Ms. Corinne Raez	Non-Executive Director	Member
Mr. Bhargav Patel	Independent Director	Member
Mr. Mahendra Sanglw	Independent Director	Member

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The Company has in place a Vigil Mechanism; details of which are available on the Company''s website.

29. Nomination and Remuneration Policy

Your Board has adopted has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013, The Policy provides for the appointment and removal of Directors, Key Managerial Personnel and Senior Management employees and their remuneration. The terms of reference of the Nomination and Remuneration Committee are given in the Report on Corporate Governance under the section "Nomination and Remuneration Committee".

On March 31^st, 2017, the Board consists of seven members, three of whom are Non-Executive, and four are Independent Directors.

30. Nomination and Remuneration Committee

In compliance with Section 178 of the Companies Act, 2013, Your Company has in place a "Nomination and Remuneration Committee".

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013, and rules and regulations, made there under, besides other terms as may be referred by the Board of Directors. The terms of reference of the Nomination and Remuneration Committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report under the section "Committees of the Board".

31. Orders passed by the Regulators or Courts or the Tribunals

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Company''s operation.

32. Acknowledgements

Your Directors express their gratitude to INTEGRA Holding AG, Switzerland for its support.

Your Directors would also like to express their gratitude for the assistance and co-operation received from Banks, Government Authorities, valuable customers, vendors and the members of the Company for their continued support and also extend their appreciation to the employees of the Company at all levels, for their unstinted commitment, dedication and team work.

FOR AND ON BEHALF OF THE BOARD,

INTEGRA Engineering India Limited

Sd/-

Adrian Oehler

Chairman & Non-Executive Director

DIN:00360332

Place : Halol

Date: May 11, 2017

---

Mar 31, 2016

The Members

Integra Engineering India Limited

Post Box No. 55, Chandrapura Village ,

Taluka Halol, Panchmahal-389350. Gujarat.

The Directors are pleased to present their Thirty Fourth Board''s Report together with the Audited Financial Statements for the year ended on March 31, 2016

1. EXTRACT OF ANNUAL RETURN: {Section 92 (3)} In Form MGT-9 enclosed as Annexure - A.

2. NUMBER OF BOARD MEETINGS: (Section 134)

The Board of Directors duly met 5 times on 13/05/2015, 12/08/2015, 03/11/2015, 05/12/2015 and 10/02/2016.

3. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) The 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 at the end of the financial year and of the profit and Loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The directors have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

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

4. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS (Section 134):

1. Mr. Shalin Divatia

2. Mr. Rahul Divan

3. Mr. Bhargav Patel

4. Mr. Mahendra Sanghvi

were the Independent Directors on the board during the year being more than one third of the total strength of the board and have remained independent throughout the year as contemplated in sub section (6) of section 149 and has submitted statement of declaration for the year as well .

5. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION: {Section 178 (3) and 178 (4) }

The Company has duly established a Nomination and Remuneration Committee. The Committee has presented to the Board the policy with respect to remuneration for the directors, key managerial personnel and other employees. The policy is presented as follows:

The appointment or reappointment of a director is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required by the post. Remuneration :

There are no Whole-time Directors of the company and thus no remuneration is paid by the Company.

The Nomination and Remuneration Committee also recommends the sitting fees which is required to be paid to Non Executive Directors and Independent Directors of the company.

Appointment:

As per the Articles of Association of the Company, one third strength of the Board is required to retire by rotation at the ensuing Annual General Meeting. Mr. Adrian Oehler are liable to retire by rotation at the ensuing Annual General Meeting.

6. AUDITORS, SECRETARIAL AUDITORS AND REPLY TO THEIR RESPECTIVE

QUALIFICATIONS :

Auditors:

M/s. K. C. Mehta & Co. Chartered Accountants, bearing FRN. 106237W who are the statutory auditors of the Company, hold office, in accordance with the provisions of the Act up to this Annual General Meeting and from whom necessary consent has been obtained under section 141 of the Companies Act, 2013 are eligible for re-appointment as required under the provisions of Section 139 of the Companies Act, 2013 from the conclusion of this Annual General Meeting till the conclusion of Thirty Eighth Annual General Meeting of the Company subject to ratification of the Members at every Annual General Meeting and at a remuneration as may be decided by the Board. The Company has received the necessary eligibility certificate from the Auditors and the Directors recommend the resolution at item no. 3 of the notice for the approval of the members.

The Auditors in their Audit Report/in the Annexure to their Audit Report have not provided with any qualification.

7. SECRETARIAL AUDIT:

Secretarial Audit Report in terms of Section 204 (1) is enclosed as Annexure B.

M/s. Devesh Vimal & Co., Practicing Company Secretaries were engaged by the Board for the purposes of Secretarial Audit for the year ended on 31/03/2016.

The Secretarial Auditors in their Secretarial Audit Report/in the Annexure to their Audit Report have not provided with any qualification except following observations:

(a) We have been given to understand that the Company is in process of making payment to the shareholders of erstwhile Integra India Group Company Limited (''Transferor Company'') entitled to payment in lieu of fractional shares entitlement in terms of amalgamation of the transferor Company with the Company approved by Hon''ble High court of Gujarat.

Explanation: This observation is self explanatory.

(b) The Company has neither MD nor CEO nor Manager nor Whole Time Director since resignation of Mr. Milind Shingate as CEO w.e.f. 10th March, 2016 as required u/s. 203 of the Companies Act, 2013. However, the Board to fill up either of the resultant vacancy within six months from the date of such vacancy.

Explanation: Company will be filling up such vacancy within six months from the date of such vacancy.

8. LOANS, GUARANTEES AND INVESTMENTS BY COMPANY (Section 186)

The Company has not given any loan or security or made any investment during the financial year 2015-16. However, Bank gaurantee was issued by the Company to its Customer of Rs..25,00,000/- and which was expired as on 31st of December, 2015. Further, bank gaurantee of Rs.. 2,85,000/- has been issued as on 31st of March, 2016 and they will expire in the financial year 2016-17 and 2017-18.

9. RELATED PARTIES TRANSACTION

In Form AOC-2 enclosed as Annexure C

10. FINANCIAL RESULTS:

(Amount in Rs.000)

Particulars	Current year 2015-2016	Previous period (Jan 2014- Mar 2015)
Total Sales & Other Income	287,535	302,536
Profit before Finance Cost, Depreciation, Extraordinary items & Taxes	28,197	19,360
Less: Finance Cost	1,283	4,883
Less: Depreciation & Amortization	7,603	15,664
Profit / (Loss) before Prior Period items and Tax	19,311	(1,187)
Add: Exceptional and Extra Ordinary Items	NIL	NIL -
Profit / (Loss) Before Tax	19,311	(1,187)
Tax Expenses	6,293	(1,062)
Profit / (Loss) After Tax	13,018	(125)
Balance brought forward from previous year	22,405	22,530
Profit available for appropriation	35,423	22,405
Appropriation : issue of bonus shares	NIL	NIL
Balance carried to Balance Sheet	35,423	22,405
Paid up capital	158,245	158,245
Reserves and Surplus	93,280	80,262

11. RESERVES:

The Company proposes to carry Rs.1,30,18 (Rs.000) to the Reserves from net profits of Rs. 1,30,18 (Rs.000). All the Requirements as laid down in Companies Act, 2013 and Rules made there under are complied with.

12. DIVIDEND:

In view of the need to conserve the resources of the Company, the Directors of the Company do not recommend dividend for the year.

13. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCESHEET AND THE DATE OF REPORT:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company.

14. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy: Steps taken / impact on conservation of energy, with special reference to the following:

(i) steps taken by the company for utilizing alternate sources of energy including waste generated N.A.

(ii) Capital investment on energy conservation equipments- N.A.

(B) Technology absorption:

1. Efforts, in brief, made towards technology absorption - N.A.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. -N.A.

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

(C) Foreign exchange earnings and Outgo

PARTICULARS	AMOUNT ( Rs..)
Foreign Exchange earned in terms of actual inflows during the year	5,975 (Rs.000)
Foreign Exchange outgo during the year in terms of actual outflows	9151 (Rs.000)

15. RISK MANAGEMENT POLICY :

The Management has put in place adequate effective system and man power for the purposes of risk management by formulating risk management policy of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company''s net worth does not exceed Rs.. 500 crores or Company''s turnover does not exceed Rs.. 1000 crores or the Company''s net profit does not exceed Rs.. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

17. FORMAL ANNUAL EVALUATION:

The Company has devised a policy for performance evaluation of Independent directors, Board, Committees & individual directors which includes criteria for performance evaluation of executive directors & non-executive directors.

Board of directors have expressed their satisfaction with the evaluation process.

18. OTHER MATTERS :

Following are the other matters to be covered pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rules made there under :

Sr. No.	Particulars	Disclosure
1	Financial summary/highlights	Your Company has achieved turnover of Rs.. 262,848 (Rs.000) for the financial year 2015-16 as against a turnover of Rs.. 282,262 (Rs.000) for the 15 month period from January, 2014 to March, 2015 during the previous period. The Net Profit for the financial year 2015-16 is Rs.. 13,018 (Rs.000) against the loss of Rs. 125 (Rs.000) in previous period.
2	Change in the nature of business	There was no change in the nature of the business during the year
3	Details of directors or key managerial personnel who were appointed or have resigned during the year;	Mr. Milind Shingate, CEO of the Company was appointed in the board meeting held as on 12/08/2015 in place of Mr. Y. J. Shah . Mr. Milind Shingate resigned from the post of CEO as on 29/02/2016. However, such resignation was accepted by the Board via circular resolution as on 10/03/2016. Mr. Amish Sheth, Company Secretary resigned from the post with effect from 03/11/2015 and Ms. Harneetkaur Anand, Company Secretary was appointed at the board meeting held as on 10/02/2016.
4	Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year along with reasons therefore	N.A.
5	Details relating to Deposits covered under Chapter V of the Act: (a) Accepted during the year: (b) remained unpaid or unclaimed as at the end of the year: (c) whether there has been any default in repayment of deposits or payment of interest thereon during the year: OR and if so (default), number of such cases and the total amount involved: i. at the beginning of the year ii. maximum during the year iii. at the end of the year (d) Details of deposits which are not in compliance with the requirements	Company did not accept any deposit during the year neither there was any unpaid/unclaimed amount of deposit.
6	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	N.A.

19. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

Since the company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 no disclosures are required to be made.

20. REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT {Section 131 (1) S}

The company has not made any modification or alteration in its Financial Statement / Board Report in respect of last three financial year.

21. RESIGNATION OF DIRECTOR {Section 168(1)}

The Board of Director is duly constituted and none of the directors have resigned from the office of the director during this Financial year 2015-16.

22. AUDIT COMMITTEE {Section 177 (8)}

The Company has established an Audit Committee consisting of Mr. Shalin Divatia, Mr. Rahul Divan, Ms. Corinne Raez, Mr. Bhargav Patel and Mr. Mahendra Sanghvi, the majority being the Independent directors.

23. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER:

Sr. No.	Particulars
1	The ratio of the remuneration of each director to t h e m e d i a n remuneration of the employees of the company for the financial year 2015-16	Name of the Director: Adrian Oehler Corinne Raez Shalin Divatia Rahul Divan Bhargav Patel Mahendra Sanghvi	None of the directors were paid remuneration during the F.Y. 2015-16. (except Sitting Fees for attending the Board Meetings of the Board of Directors a nd Committees thereof)
2	Percentage increase in remuneration of each director and CEO in the financial year	Name of the Director: Adrian Oehler Corinne Raez Shalin Divatia Rahul Divan Bhargav Patel Mahendra Sanghvi	None of the directors were paid remuneration during the F.Y. 2015-16. (except Sitting Fees for attending the Board Meetings of the Board of Directors and Committees thereof)
3	Percentage increase in the median remuneration of employees in the financial year 15-16 as compared with financial year 14-15	Rs. 2,94, 546 -2,24,022/2,24,022	31.48% increase in the median remuneration of employees in the F.Y. 2015-16 as compared to F.Y. 2014-15.
4	Number of permanent employees on the rolls of company for the whole year	F.Y. 15-16 74	F_.Y_._1_4_-_1_5 79
5	Explanation on the relationship between average increase in remuneration and company performance (PAT)	Increase in remuneration of the employees is not based on the performance of the Company.

6	The key parameters for any variable component of remuneration availed by the directors	N.A.
7	Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.	Year Remuneration (A)					PAT (B)	Com parison (%) (A/B*100)
		2015-16 61,81 (Rs.000)					13,018 (Rs.000)	47.48
		Jan 2014 to March 2015		Company had incurred loss during this period and remuneration is calculated for the whole year i.e. 2014-15 whereas PAT is for the previous period starting from Jan 2014 to March, 2015. So, comparison cannot be made available.
8	Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year.	Rs.362,145.92 -306,972.22 /306,972.22*100				17.9%
	Comparison between average percentile increase in salaries of Employees other than managerial personnel in the last financial year and percentile increase in the Managerial Remuneration and Justification if there are any exceptional circumstances for increase in Managerial Remuneration.				Details cannot be made available, as Mr. Milind Shingate, CEO of the Company was appointed in the board meeting held as on 12/08/2015 in place of Mr. Y. J. Shah. Mr. Milind Shingate resigned from the post of CEO as on 29/02/2016. However, such resignation was accepted by the Board via circular resolution as on 10/03/2016. Mr. Amish Sheth, Company Secretary resigned from the post with effect from 03/11/2015 and Ms. Harneetkaur Anand, Company Secretary was appointed at the board meeting held as on 10/02/2016.
9	The ratio of the remuneration of the highest paid director to that of the employees who are not d i re c to rs b u t re c e i ve remuneration in excess of the highest paid director during the year.				None of the directors were paid remuneration during the F.Y. 2015-16 except sitting fees to the Independent Directors and NonExecutive Directors.
10	Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager		Directors			NIL
			Chief Financial Officer (Mr. Bhavin Kariya)			30.434%
			Chief Executive Officer			Details cannot be made available, as Mr. Milind Shingate, CEO of the Company was appointed in the board meeting held as on 12/08/2015 in place of Mr. Y. J. Shah. Mr. Milind Shingate resigned from the post of CEO as on 29/02/2016. However, such resignation was accepted by the Board via circular resolution as on 10/03/2016.
			Company Secretary			Details cannot be made available, as Mr. Amish Sheth, Company Secretary resigned from the post with effect from 03/11/2015 and Ms. Harneetkaur Anand, Company Secretary was appointed at the board meeting held as on 10/02/2016.

11	Affirmation	Remuneration as specified above is as per the remuneration policy of the Company.
12	Details		31.03.2016	31.03.2015
Variation in	Market Capitalization		Rs. 785,927 (Rs.000)	Rs. 652,371 (Rs.000)
	Calculation for 31/03/16: =MPPS*No. of paid up shares =22.95*34,245,196 Calculation for 31/03/15: =MPPS*No. of paid up shares =19.05*34,245,196
	Price Earning Ratio		60.39	NIL
	Calculation for 31/03/16: =MPPS/EPS MPPS as at 31/03/16 = 22.95 EPS as at 31/03/16 = 0.38 Calculation for 31/03/15: =MPPS/EPS MPPS as at 31/03/15 = 19.05 EPS as at 31/03/15 = 0		60.39	NIL
	Percentage Increase/decrease of market quotations MPPS-FPO price/ FPO price*100(Company had issued 6,80,000 shares of Rs. 10/- each to the public in the year 1983-1984)		129.5	95
	Net worth of the Company		Rs. 251,525 (Rs.000)	Rs. 238,507 (Rs.000)

24. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

No Managing Director or Whole-Time Director of the Company was in receipt of any remuneration or commission from the Company''s Holding or Subsidiary companies during the financial year 2015-16.

25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

There is one Associate of "Integra Engineering India Limited" (i.e.) (Refer form AOC-1 at page No. 72) "Integra Systems Private Limited."

26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.

27. 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 Chairman of the committee.

28. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Board of directors met 5 (Five) times in the board meeting held during the financial year 2015-16.

Name of Director	Category/ Designation of Director	No. of meetings attended
Adrian Oehler	Chairman & Nonexecutive Director	4/5
Corinne Raez	Non-executive Director	5/5
Shalin Divatia	Independent Director	5/5
Rahul Divan	Independent Director	5/5
Bhargav Patel	Independent Director	3/5
Mahendra Sanghvi	Independent Director	3/5

29. AUDIT COMMITTEE AND ITS MEETINGS

Audit Committee comprises of five directors out of which except one all are independent directors. However, composition of audit committee was changed during the year. Therefore, Mr. Adrian Oehler had attended one meeting before such change. Such committee met 4 (Four) times during the financial year 2015-16.

Name of Director	Category/ Designation of Director	No. of meetings attended
Adrian Oehler	Member for board meeting held as on 13/05/15 and not after this meeting	1/4
Shalin Divatia	Chairman	4/4
Corinne Raez	Member	3/4
Rahul Divan	Member	4/4
Bhargav Patel	Member	3/4
Mahendra Sanghvi	Member	3/4

30. NOMINATION AND REMUNERATION COMMITTEE AND ITS MEETINGS

Nomination and Remuneration Committee comprises of three directors. Out of which one is non-executive and two of them are independent directors. Such committee met 3 (Three) times during the financial year 2015-16.

Name of Director	Category/ Designation of Director	No. of meetings attended
Corinne Raez	Member	3/3
Rahul Divan	Member	3/3
Bhargav Patel	Chairman	3/3

31. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS

Stakeholders Relationship Committee comprises of four directors. Such committee met 3 (Three) times during the financial year 2015-16.

Name of Director	Category/ Designation of Director	No. of meetings attended
Mahendra Sanghvi	Chairman	2/3
Corinne Raez	Member	3/3
Shalin Divatia	Member	2/3
Adrian Oehler	Member	3/3

32. ANNUAL GENERAL MEETING

Details of last three AGM''s of the Company are as below:

Sr. No.	AGM No	Date	Place
1	Thirty Third	12/08/2015	Registered Office
2	Thirty Second	02/05/2014	Registered Office
3	Thirty First	26/04/2013	Registered Office

33. CORPORATE GOVERNANCE REPORT

Corporate governance was not applicable during the year 201516, because as per previous audited balance sheet for the financial year ended on 31st of March, 2015, Paid up equity share capital of the Company was below Rs.. 10 Crores and Networth also did not exceed Rs.. 25 Crores.

34. ACKNOWLEDGEMENTS

Your Directors express their gratitude to INTEGRA Holding AG, Switzerland for its support.

Your Directors would also like to express their gratitude for the assistance and co-operation received from Banks, Government Authorities, valuable customers, vendors and the members of the Company for their continued support and also extend their appreciation to the employees of the Company at all levels, for their unstinted commitment, dedication and team work. .

FOR AND ON BEHALF OF THE BOARD,

INTEGRA Engineering India Limited.

Adrian Oehler

Chairman & Non-Executive Director

DIN: 00360332

Place : Halol

Date: May 12,2016

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Dec 31, 2012

To, The Shareholders of INTEGRA Engineering India Limited.

The Directors have pleasure in presenting the Thirty First Annual Report along with audited financial statements of the Company for the year ended 31st December, 2012.

1. Financial Results

(Amount In Rs. 000)

For the year For the year ended on 31st ended on 31st December, 2012 December, 2011

Net Income from manufacturings trading 2,22,816 67,521

Income from services and other operating revenues 5,620 1,914

Other income (Interest, Lease, rent, etc) 15,357 27,138

Total Income 2,43,794 96,573

Profit/Loss before interest, depreciation, exceptional items, and taxation 7,041 7,837

interest 7,731 1,617

Depreciation 5,399 3,110

Exceptional items 16,923

Profit/(Loss) before Tax (23,011) 3,110

Income Tax. - -

Current Tax - 544

MAT Credit - (520)

Deferred Tax (11,073) -

Prior year tax adjustment - 211

Profit/(Loss)after Tax (11,939) 2,875

Notes:

Previous years'' figures have been regrouped wherever necessary to bring them in line with the current year''s representation of figures and are not comparable as such figures are standalone figures of the company before Amalgamation was effective.

2. Dividend:

In view of the financial performance of the Company, your Directors do not recommend any dividend on Equity Shares for the financial year ended on 31.12.2012.

3. Financial Performance:

During the year under review, your Company earned income of Rs. 2,43,793 (in ''000) against Rs. 96,573 (in ''000) in the previous year. The Performance for the year ended 31st December, 2012 is adversly affected by higher operating expenses and the requirement of provisions for exceptional items. The management is taking intiatives for a much better year ahead.

4. Segment wise performance:

The operations of the Company are limited to one segment, namely engineering and manufacturing of machinery, components and job work.

5. Amalgamation:

During the year under review, the Hon''ble High Court, Gujarat had vide its Order dated March 23, 2012 sanctioned the Composite Scheme of Arrangement ("Scheme") in the nature of Amalgamation of Integra India Group Company Limited (IIGCL) into Integra Engineering India Limited (IEIL) with appointed date 01.01.2011 and Reorganization of share capital of IEIL The Scheme has become effective on 11th June, 2012. Pursuant to the aforesaid amalgamation, your Company has issued and allotted 1,48,50,000 Equity Shares of 1/- each to the existing equity shareholders of M/s. Integra India Group Company Limited in the ratio of 2:27 and the said shares are now listed and traded with BSE. As a part of reorganization of its share capital, your Company has issued 1,93,95,196 Equity shares ofRs. 1/- each to its existing shareholders after reducing face value of its equity shares from 10/- per share to Rs. 1/- per share. The aforesaid shares are also now listed and traded with BSE.

Please refer notes to the accounts enclosed herewith for accounting treatment given for this scheme in your Company''s Books of Accounts. In view of this Scheme, the financial figures for this current financial year are not strictly comparable with the previous financial year.

Upon Scheme become effctive, the Company has undertaken the Undertaking of the erstwhile IIGCL with all its asstes, rights, interests and libalities situated at Halol - Champaner Road, P.O Chandrapura Village, Taluka Halol - 391520, District: Panchmahals, Gujarat and now the said undertaking has been termed as Unit-ll of the Company.

6. Capital Expenditure for year 2012:

The Board of Directors is pleased to inform you that during the financial year 2012, your Company continued to make investments into new machinery, upgrading the technology and revamping the existing production facilities which will result into increase in the productivity and yield. The company envisages more capital investments for improving services for undertaking engineering and manufacturing business.

7. Details of Joint Venture Company and simultaneous reply on attention drawn by the Auditor''s at Para No. 4(e) (i) of their Report:

Gorba Integra Systems Private Limited (GISPL) is a Joint Venture Company of Integra India Group Company Limited (now amalgmated with the Company) and Gorba AG, Switzerland in which, 50 % stake is held by Integra India Group Company Limited. Pursuant to the amalgamation of Integra India Group Company Limited with Integra Engineering India Limited, GISPL became JV Company of your Company.

The Company has to recover an amount of Rs. 314.75 lacs for the supply of goods to GISPL. Due to the failure of the obligations of the other JV Partner, GISPL was unable to fulfill the requirements of its customers, thereby suffering losses and resulting ultimately in its inability to pay the dues owed to the Company.

The Company has therefore initiated appropriate legal and other actions, against the other JV Partner, pursuant to which the Company estimates a recovery by GISPL, of Rs. 280 lacs from the JV Partner, which shall be utilized to repay the Company''s dues. The balance of Rs.34.75 lacs receivable by the Company from GISPL has been provided for during the year under review.

8. Reply on attention drawn by the Auditor''s at Para No 4(e)(ii) of their Audit Report:

As per the opinion of the management, Deferred tax assets of Rs. 131.71 lacs on carried forward business loss/unabsorbed depreciation is recognised and carried forward only to the extent that there is virtual certainty and that sufficient future taxable income will be available against which such deferred tax assets can be realised.

9. Management''s Discussion and Analysis:

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement entered into with BSE is presented in a separate section forming part of the Annual Report.

10. Human Resouces:

Your Company has successfully absorbed employees at all levels of IIGCL pursuant to above referred Scheme of Amalgamation.

Employees, at all levels, are the strongest resource within the organization. Your Company has been taking full initiatives to effectively implement measures of safety, welfare and competence development, through effective in-house training and interaction.

11. Quality Accreditation:

During the year under review, the Company has successful renewed its ISO 9001:2008 accreditation with TUV India Private Limited for both of its Units.

This accreditation ensures the continuous improvement in the existing quality system and laid processes, which lead to total customer satisfaction for products relating to both the units as well as services rendered by them, respectively. This is a result of efforts and inherent culture of the employees who are committed to deliver their best in all spheres of activities.

12. Particulars of employees:

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is not applicable as the Company does not have any employees whose particulars are required to be disclosed under the said provisions.

13. Directors:

Pursuant to Article 147 of the Articles of Association of the Company and in accordance with the provisions of Section 260 of Companies Act, 1956, Mr. Rahul Divan, was appointed as an Additional Director on the Board of Directors of the Company, with effect from 13th June, 2012. Mr. Rahul Divan will hold office upto the date of the ensuing Annual General Meeting and is eligible for re-appointment.

Pursuant to and in accordance with the provisions of the Companies Act, 1956 and Article of Association of the Company, Mr. Mahendra Sanghvi and Ms. Corinne Raez retire from the Board of Directors by rotation and are eligible for reappointment.

Mr. Jayvant Mehta has resigned as Director of the Company with effective from 28th April, 2012. The Directors place on record the appreciation of the services rendered by him whiile he was Director of the Company.

14. Directors'' Responsibility statement:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

(ii) Appropriate accounting policies have been selected and applied consistently and such judgements and estimates have been made, 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 ended on 31st December, 2012 and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting recods in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

(iv) The Annual accounts have been prepared on going concern basis.

15. Disclosure of Information on Energy Conservation &Technology Absorption:

Information pursuant to section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 for the year ended 31st December, 2012 is set out in a separate statement attached to this report and forms part of it.

16. Fixed Deposits:

The Company has not accepted any fixed deposits from public during the year.

17. Auditors:

The Company''s Auditors M/s. K. C. Mehta & Co., Chartered Accountants, Vadodara hold office up to the conclusion of the ensuing Annual General Meeting. The Company has received a requisite certificate from them pursuant to Section 224 (IB) of the Companies Act, 1956 confirming their eligibility for reappointment as Auditor of the Company.

18. Corporate Governance:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms parts of the Annual Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of corporate Governance as stipulated under aforesaid clause 49 is attached to this Report.

19. Insurance

All the properties of the Company are adequately insured against various perils.

20. Acknowledgment:

Your Directors express their gratitude to INTEGRA Holding AG, Switzerland for its support.

Your Directors would also like to express their gratitude for the assistance and co-operation received from Banks, Government Authorities, valuable customers, vendors and the members of the Company for their continued support and also extend their appreciation to the Employees of the Company at all levels, for their unstinted commitment, dedication and team work.

FOR AND ON BEHALF OF THE BOARD,

INTEGRA Engineering India Limited.

Adrian Oehler

Chairman

Place: Halol

Date: 31st January, 2013

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Dec 31, 2010

The Directors submit their Twenty Ninth Annual Report & Audited Statement of Accounts for the year ended on 31st December, 2010.

1. FINANCIAL RESULTS

Current Year Previous Year Rupees Rupees (000) (000)

Net Income from

manufacturing 46,362 37,990

Income from trading

in spare parts 8.184 11,632

Other income

(Interest, Lease Rent, etc.) 17,237 22,418

Total operating income 71,783 72,040

Operating profit before depreciation,

Interest & taxation 5,558 15,298

Depreciation 3,292 3,732

Profit / (Loss) before Tax 2,266 11,566

Provision for taxation - 1,345

Profit / (Loss) after tax 2,266 10,221

Brought forward

balance of previous 196,162 206,383

year losses

(before prior year item)

Cumulative losses 192,636 196,162 carried forward



6. DIVIDEND

In view of the accumulated losses, your Directors do hot recommend any dividend for the year under review.

7. PARTICULARS OF EMPLOYEES:

a) The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 for the year are as under:

Notes: Remuneration as above includes Salary, Companys contribution to Provident Fund and Superannuation Scheme, Leave travel Assistance, Medical Expense Reimbursement, other Allowances, Bonus/Ex-gratia, Personal Accident Insurance Premium, Companys Furniture, Equipments, Gas, Electricity and Gratuity - where applicable and Retirement benefit. None of the employees is relative of any Director of the Company.

b) All the employees liabilities namely Superanunuation, Gratuity & Leave Encashment have been fully funded with Life Insurance Corporation of India as on the date of this report.

8. DIRECTORS

a) Mr. Adrian Oehler, has been appointed as Additional Director on 3rd January 2011 and shall hold office up to the conclusion of the forthcoming Annual General Meeting. The Board recommended the name of Mr.Oehler as Director of the Company liable to retire by rotation. The resolution recommending the name of Mr. Oehler as mentioned in the notice attached to this report is with a request to accord your consent.

Mr. Oehler born on 7th November 1970 and is Lic. Oec HSG Master of Advanced Studies in Corporate Finance CFO with wide experience in Change Management, Strategic Management, Turnaround including Corporate Finance and Market Development and he is the CEO & Chairman of Integra Holding AG and Director of following other companies . such as:

Aquametro AG INTEGRA Biosciences AG INTEGRA Holding AG Immobiliengesellschaft Fadmatt INTEGRA Immobilien AG INTEGRA Personalvorsorgestiftung ORGU Stiftung Signal AG

SunVesta Holding AG . INTEGRA India Group Co. Ltd.

Mr. Oehler is not holding any share of the Company.

b) Mr. Shalin S. Divatia has been appointed as Additional Director on 3rd January 2011 and shall hold the office up to the conclusion of forthcoming Annual General Meeting. The Board recommended the name of Mr. Divatia as Director of the Company liable to retire by rotation . The resolution recommending the name of Mr. Divatia as mentioned in the notice attached to this report is with a request to accord your consent.

Mr. Divatia born on 8th January 1965 and is B.Com, LLB & FCA with 22 years experience of practicing Chartered Accountant and Director of other companies as under:

Paradigm Esop Consultants Pvt. Ltd.

Pyramid Referral Laboratories Pvt. Ltd.

Mr. Divatia is not holding any share of the Company.

c) Mr.Jayvant H. Mehta has been appointed as Additional Director on 3rd January 2011 and shall hold the office upto the conclusion of forthcoming annual general meeting. The Board recommended the name of Mr. Mehta as Director of the company Company liable to retire by rotation. The resolution recommending the name of Mr. Mehta as mentioned in the notice attached to this report is with a request to accord your consent.

Mr. Mehta born on 21st January 1939 and is B.Com, MBA from Liverpool (UK), Fellow, Institute of Cost and Management Accountants, London with experience as Chief Accountant and Management consultant for various companies in UK for a period of 8 years, Managing Director of Ireland based company for 5 years, Financial Controller of an Indian based company for 4 years and currently as Management Consultant & Financial Controller of various companies in India and abroad and is a Director of Sameer E-clipse (Products) Pvt. Ltd.

Mr. Mehta is not holding any share of the Company.

d) Mr. Mehendra Sanghvi has been appointed as Additional Director on 3rd January 2011 and shall hold the office upto the conclusion of forthcoming annual general meeting. The Board recommended the name of Mr. Sangvi as Director of the company liable to retire by rotation. The resolution recommending the name of Mr. Sanghvi as mentioned in the notice attached to this report is with a request to accord your consent.

Mr. Sanghvi born on 22nd February 1948, Chemical Engineer from Wayne State University,. USA, MBA from Toronto University, Canada with more than 36 years of experience in Plastic Industries. Presently he is the Managing Director of Shaily Engineering Plastics Ltd. He is a Member of Committee of Administration of the Plastics Export Promotion Council, Member of Managing Committee of the Federation of Gujarat Industries and has been Co-chairman of Overseas of Plastindia Foundation and Director of other companies such as:

Shaily Engineering Plastics Ltd. Panax Appliances Pvt. Ltd. Stallion Textiles Pvt. Ltd. Sunido Textiles Pvt. Ltd. IQMS ERP India Pvt. Ltd. Shaily-IDC (India) Pvt. Ltd. Munjal Auto Industries Ltd.

Mr. Sanghvi is not holding any share of the Company.

e) Mr. CBK Pillais term as Managing Director & Company Secretary came to an end on 30th dune 2010 and ceased to be a Director from 30th June 2010. The Board also put on records its appreciation of the valuable services rendered by Mr. Pillai.

f) With effect from 3rd January 2011, Mr. Ulrich Wunder & Mr. K.M. Thanawalla resigned. The Board put on records its appreciation of the valuable services rendered by Mr. Wunder & Mr. Thanawalla during their tenure as Nominee Directors of the Board.

g) With effect from 18th February 2011, Mr. Hemraj Asher& Mr. Sanjay Asher resigned. The Board put on records its appreciation of the valuable services rendered by Mr. Hemraj Asher & Mr. Sanjay Asher during their tenure as Directors of the Board.

9. DISCLOSURE OF INFORMATION ON ENERGY CONSERVATION & TECHNOLOGY ABSORPTION

A) Conservation of Energy

The Company continues to take all possible steps to conserve energy.

B) Technology Absorption, Research & Development and Technology Absorption, Adaptation and Innovation: NIL

C) Foreign Exchange earnings and outgo:

The total foreign exchange earned by the Company during the year under review from exports and other activities amounted to Rs. 2.94 lacs (previous year Rs.NIL). The total foreign exchange used for imports and on account of various remittances amounted to Rs. 16.47 lacs (previous year Rs.33.01 lacs).

10. AUDITORS

The tenure M/s. Shah & Shah Associates as Auditors of the Company expires at the conclusion of the ensuing Annual General meeting. They have expressed their unwillingness to be re-appointed as Auditors. You are requested to appoint Auditors and fix their remuneration. M/s. K.C. Mehta & Co., Chartered Accountants, 2nd Floor, Meghdhanush, Race Course, Vadodara - 390 007, has expressed their willingness to act as Auditors of the Company.

11. INSURANCE

All the properties of the Company are adequately insured against various perils.

12. CEO / CFO CERTIFICATION:

This is to certify that -

a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief;

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

(ii) these statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered in to by the Company during the year which are fraudulent, illegal or violative of the companys code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in. the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit Committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the companys internal control system over financial reporting.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

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

b) The Directors had selected appropriate 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 and of the profit of the Company for the financial year 1st January 2010 to 31st December 2010.

c) That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The annual accounts have been prepared on a going concern basis.

15. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the whole-hearted support given . by the Companys Collaborators, valuable customers and suppliers. The Directors also wish to express their appreciation of the co-operation received from the Shareholders and the employees at all levels.



For and on behalf of the Board Place: Halol

Date : 27th January, 2011 CHAIRMAN

---

Dec 31, 2009

The Directors submit their Twenty Eight Annual Report & Audited Statement of Accounts for the year ended on 31st December, 2009.

1. FINANCIAL RESULTS

Current Year Previous Year Rupees Rupees (000) (000)

Net Income from manufacturing 37,990 63,683

Income from trading in spare parts 11,632 13,689

Other income (Interest, Lease Rent, etc.) 22,418 16,017

Total income 72,040 93,389

Depreciation 3,732 4,924

Profit/(Loss) before Tax 11,566 14,769

Provision for taxation 1,345 215

Profit after tax 10,221 14,554

Brought forward balance of previous year losses 206,383 220,937

Cumulative losses 196,162 206,383

Deferred amount under VRS 12,294 --

Net worth 171,827 173,900

2. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

a) During the year, 4 Draw Frames of the aggregate value of Rs.3.09 mio was sold as against 21 Draw Frames of the aggregate value of Rs. 18.42 mio in the previous year and job work aggregating to Rs.38.15 mio was executed as against Rs.54.31 mio in the previous year. Job work constituted around 69% of the total manufacturing income. The decrease of income from sale of spare parts from Rs.14.15 mio in the previous year to 11.85 Mio during the year under review is mainly on account of phasing out of old model Autoconers AC138 (which was discontinued in 1993) and AC 238 (which was discontinued in 1997) from the market. Other income includes interest from deposits of Rs.8.84 Mio (Rs.6.75 Mio in the previous year) and rent from the lease of companys Factory premise surplus to its current requirement of Rs.7.87 Mio (previous year Rs.7.26 Mio) and write back of provisions and liabilities no more required to be provided amounting to Rs.4.7 Mio. The net profit after provision for tax is Rs.10.22 Mio (14.1% of total income) as against Rs.14.6 Mio (15.6% of total income) in the previous year.

b) The current liabilities have decreased to Rs.13.4 Mio from Rs.14.1 Mio in the previous year which can at any time be met out of Rs.156 Mio current assets which includes cash of Rs.98.6 Mio in Fixed Deposits in various Banks. The preference shares which are repayable anytime after 15th December, 2006 (but before 28th October 2024) are yet to be redeemed. The Preference Share holder (Oerlikon) has sought the redemption of preference shares as early as possible.

c) Net cash addition from the operation for the year under review is Rs.8.2 Mio.

2A Qualification in Auditors Report

The Auditors in their report for the year under review vide para 4, subpara (iv) & (vi) has stated that the Company has not provided for the obsolete/ slow/non moving inventory worth Rs.4.7 Mio. No provision was made in the earlier years as effort for liquidating the stock was in process. However, provision has now been made in the first quarter January - March 2010.

3. SEGMENT WISE PERFORMANCE

The operations of the company are in a single segment of Textile Machinery - High Speed Draw Frame. The job work and the sale of spare parts are not considered as separate product segments.

5. DIVIDEND

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

6. PERFORMANCE OF THE CURRENT YEAR:

Total income from sale of draw frames, job work, rental income and other receipts for the first quarter ended on 31 st March, 2010 was Rs. 11.2 Mio (previous year Rs.12.59 Mio). The operation of the company for the first quarter resulted in to a loss of Rs.5.9 Mio mainly on account of the write off of the obsolete/slow/non moving inventories of around Rs.4.5 Mio in respect of which the Statutory Auditors had made qualification in their Report for the year under review, deferred VRS expenditure of around Rs.0.8 Mio and additional contribution to the Gratuity Fund with Life Insurance Corporation of India of Rs.1.8 Mio., aggregating to Rs.7.1 Mio. The total orders pending execution as on 31st March 2010 stood at Rs.24.85 Mio (previous year Rs.29.38 Mio). No significant improvement in the operational performance is expected in the current year. However, no cash loss is anticipated.

7. PARTICULARS OF EMPLOYEES:

a) The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are as under:

Name & Date Designation Qualification of commence- & nature of & Experience ment of duties (including Employment experience in previous concerns, if any)

Mr. CBK Pillal Managing B.A., LLB, 09-02-1995 Director A.C.S. Overell 41 years Management

Name & Date Remune- Age Last employ- of commence- ration ment held ment of received Name of Employment during the Employer, year Post held (Rupees) & period

Mr.CBK Pillai Rs.19,25,151/- 60 Eimco Elecon 09-02-1995 (India) Ltd. Company Secretary 4 years

Notes: Remuneration as above includes Salary, Companys contribution to Provident Fund and Superannuation Scheme, Leave Travel Assistance, Medical Expense Reimbursement, other Allowances, Bonus/Ex-gratia, Personal Accident Insurance Premium, Companys Furniture, Equipments, Gas, Electricity and Gratuity - where applicable and Retirement benefit. None of the employees is relative of any Director of the Company.

b) All the employees liabilities namely Superanunuation, Gratuity & Leave Encashment have been fully funded with Life Insurance Corporation of India as on the date of this report. In the event of the whole of the remaining employees on the present roll of the company being given voluntary retirement benefit to make the Company employee free, the maximum liability would not exceed Rs.8 Mio.

8. DIRECTORS

1. Mr. Sanjay Asher retires by rotation at the ensuing Annual General Meeting of the company and is eligible for reappointment. The Board recommends that he be reappointed as Director.

Borne on November 26, 1964, Mr. Asher is a Solicitor, Bachelor of Laws (LLB), Bachelor of Commerce and is a Chartered Accountant. He is a legal practitioner with wide experience and is Director of several other companies as under:

Name of the Listed Companies Nature of interest

Finolex Cables Limited Director

Repro India Limited Director

Sharp India Limited Director

Sparsh BPO Services Limited Director

Shree Renuka Sugars Limited Director Sudarshan Chemicals Industries Limited Director

Mandhana Industries Limited Director

2. The other Directors on the Board are Mr. K.M.Thanawalla (DOB: December 24, 1942), is a graduate in Commerce, Fellow of Institute of Chartered Secretaries and Administration, besides being an Associate of Textile Institute, UK and British Institute of Management. He is presently Managing Director of Oerlikon Textile India Pvt Ltd (Registered Office: Maharashtra, Bombay) and has held various senior positions since 1965. Mr. Leen Osterloh (DOB: March 3, 1975) was appointed on April 30, 2008 as a Director nominated by the companys promoter. He is a graduate in Economics and held senior positions as Managing Director since 2002 and is the Chief Financial Officer of Oerlikon Textile GmbH & CO KG since 2006.

3. With effect from 28th October 2009, Mr.S.L. Mehta resigned. The Board put on records its appreciation of the valuable services rendered by Mr. Mehta during his tenure as Director, Chairman of the Board, Chairman of the company in General Meeting and the Chairman of the Audit Committee.

4. Mr. CBK Pillais term as Managing Director came to an end on 31st December 2009. He has successfully turned around the Company and for the purpose of consolidating the gains, the Board has re-appointed him for a further period of 6 months effective 1st January 2010 to 30th June 2010 as Managing Director on the terms & conditions as appearing in the notice convening the ensuing

Annual General Meeting. The Board recommends you for his re-appointment.

9. DISCLOSURE OF INFORMATION ON ENERGY CONSERVATION & TECHNOLOGY ABSORPTION

A) Conservation of Energy

The Company continues to take all possible steps to conserve energy.

B) Technology Absorption, Research & Development and Technology Absorption, Adaptation and Innovation: NIL

C) Foreign Exchange earnings and outgo:

The total foreign exchange earned by the Company during the year under review from exports and other activities amounted to Rs. NIL. The total foreign exchange used for imports and on account of various remittances amounted to Rs.33.01 lacs.

10. AUDITORS

The tenure of Shah & Shah Associates as Auditors of the Company expires at the conclusion of the 28th Annual General Meeting. You are requested to appoint Auditors and fix their remuneration.

11. INSURANCE

All the properties of the Company are adequately insured against various perils.

12. CEO / CFO CERTIFICATION:

This is to certify that -

a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

(ii) these statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered in to by the Company during the year which are fraudulent, illegal or violative of the companys code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit Committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the companys internal control system over financial reporting.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors confirm that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. The Directors have selected appropriate 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 and of the profit of the Company for the financial year 1st January 2009 to 31st December 2009. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The annual accounts have been prepared on a going concern basis.

CBK PILLAI Y.J. SHAH

MANAGING DIRECTOR SR. MANAGER - FINANCE & ACCOUNTS