Dear Shareholders,
The Directors present the 17th Annual Report together with the Audited Statement of Accounts for the financial year ended
March 31, 2024.
The financial performance of your Company for the year ended March 31, 2024 is tabulated below:
(Rs. In Lakhs)
Particulars
Net Sales /Income from Business Operations
Other Income
Total Income
Cost of material consumed
Purchase of Stock in trade
Employee Benefit Expense
Changes in Inventories
Financial Costs
Depreciation
Other Expenses
Profit before Exceptional items
Less: Exceptional items
Net Profit Before Tax
Less Current Tax
Less Previous year adjustment of Income Tax
Less Deferred Tax
Profit for the Period
Earnings per share
During the year under review, the Company achieved a turnover of Rs.27726.66, whereas, the Profit of the Company for the period under review were Rs.1543.46 as compared to profit of the company Rs. 666.67 in the previous year.
Our company is engaged in the trading business of Life Essentials i.e. Food (Agro products), Clothing (textiles and garments), Infrastructure (materials and services for construction and infrastructure development) and Energy (materials, products and services for the renewable energy equipment and projects) and other ancillary products and services required to sustain the modern life. Further company has also acquired a winery i.e. CHATEAU INDAGE Winery to strengthen its presence in entire supply chain spectrum of consumable goods. Company is focusing on this segment with a long-term vision.
Our Company's objectives is to be the ultimate one-stop-shop for all life essentials goods be it ‘Roti', ‘Kapda' or ‘Makan', and main object of the Company were also amended with requisite members approval.
Detailed information on the Company's Business overview and future outlook is incorporated in Management Discussion and Analysis Report forming part of the report.
During the year under review, there is no such change.
During the year under review, the Company has changed its registered office from 902, 9th Floor, Aggarwal Cyber Plaza-1, Netaji Subhash Place, New Delhi – 110034 to Unit No. 607, 6th Floor, Pearls Best Height -II, Netaji Subhash Place, Pitampura, Delhi – 110034, within the local limits of the city at New Delhi.
During the year under review, the Company has not transferred any amount to General Reserve.
Keeping in view the future expansion plans, your Board of Directors do not recommend any dividend for Financial Year 2023-24.
As on March 31, 2024, the Issued and Paid-up Share Capital of the Company stood at Rs. 91,40,66,066/- divided into 91,40,66,066 fully paid-up equity shares of face value of Rs. 1/- per share.
During the financial year 2023-24, the members approved the capitalisation of reserve by way of Bonus Issues:
Further, post closure of the financial year ended March 31, 2024, to augment the long-term financial resources of the Company, the members approved the fund raising by way of Right Issues:
Your Company has neither invited nor accepted any deposits within the meaning of Section 73 of the Companies
Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014.
Details of Loans, Guarantees and Investments have been disclosed in the notes to Financial Statements.
During the year under review, your Company did not have any subsidiary, associate and joint venture company.
Except the changes specifically described in this report, there has been no change/commitment affecting the financial position of the Company during the period from the end of the financial year 2023-24 to the date of this report.
Pursuant to Section 92(3) Section 134 (3) (a) of the Companies Act, 2013, the Company has placed copy of Annual Return as on 31st March, 2024 as prescribed in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 on its website www.integraessentia.com By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Board's report.
Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of the Directors' Report.
The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility. A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report.
A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.
The Vigil Mechanism/ Whistle Blower Policy has been put in place for the Directors and Employees to report their genuine concerns about the unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards against the victimization of directors and employees who avail of the mechanism. The Whistleblower Policy is available on the Company's website https:// www.integraessentia.com/investor-relations
The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.
Your Company's Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises of Six Directors. Amongst the directors, three are executive, and three are Non-Executive Independent Directors including one Women Independent Directors on the Board.
Accordingly, as on March 31, 2024, the composition of Board of Directors is as follows:
Further, post closure of the financial year ended March 31, 2024, there are following changes in board composition.
Mr. Puneet Ralhan has resigned from directorship and Mr. Manoj Kumar Sharma has been appointed w.e.f. July 19, 2024.
Mr. Arijit Kumar Ojha has resigned from directorship and Ms. Shweta Singh is being appointed Additional Director
w.e.f. August 31, 2024.
The latest composition of Directors as on the date of report is set out in the table below:
Declarations by Independent Directors
All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.
All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) year from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.
In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management.
There has been no change in the circumstances which may affect their status as Independent Director during the
financial year under review.
None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.
Appointment and Resignation of Key Managerial Personnel
As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (‘KMP') of the Company as on the date of this report:
* During the year under review, Mr. Vishesh Gupta resigned from the office of Managing Director of the Company with effect from January 23, 2024 and Mr. Pankaj Sardana was appointed as Chief Financial Officer with effect from November 27, 2023 and he also resigned on July 18, 2024 and thereafter Ms. Shweta Singh is appointed as Chief Financial Officer w.e.f August 31, 2024.
In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an ‘in-house' review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:
Through members approval at 15th Annual General Meeting, the Board of director of your company has appointed M/s A K Bhargav, Chartered Accountants, (Firm Registration No: 036340N) as the Statutory Auditors of the Company for a period of 5 consecutive years i.e from the conclusion of the 15th Annual General Meeting till the conclusion of Annual General Meeting which ought to be held in the year 2027.
Further, the statutory auditors' report for the financial year 2023-24 do not contain any qualifications, reservations or adverse remarks. The auditors' report is attached to the financial statements of the Company.
There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and Rules
framed thereunder either to the Company or to the Central Government.
Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on 31st March, 2024 from M/s. Kumar G & Co., Company Secretaries and the same forms part of the Annual Report. The Secretarial audit report do not contain any qualifications, reservations or adverse remarks.
Provisions of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit thereof is not applicable to your Company.
The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company's internal control systems and processes commensurate with scale of operations of the Business.
According to Section 134(5)(e) of the Companies Act, 2013, the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, Rule 8(5)(viii) of Companies (Accounts) Rules, 2014 requires the information regarding adequacy of Internal Financial Controls with reference to the financial statements to be disclosed in the Board's report.
The Company has a well-placed, proper, and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded, and reported correctly. The Internal Auditors are an integral part of the internal control system of the Company. Maintain its objective and independence, the Internal Auditors report to the Audit Committee of the Board. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company
Integra is successfully expanding its business align with its core object i.e. Roti, Kapda, Makan. We work as team by aligning objectives with organizational strategy to drive business out comes successfully and personal motivation. The above success was possible, we strive to on board the right people, with right skills and knowledge, at right time. The talent of individual employees utilized effectively managing it with strategies and initiatives driven to achieve business goals.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is been annexed to this report as ‘Annexure A'.
None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.
The information on technology absorption and foreign exchange earnings and outgo as required pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is as under:
PARTICULARS
REMARKS
conservation of energy;
branches.
utilizing alternate sources of energy;
conservation equipment's
the financial year.
The Company has nothing to disclose with regard to technology absorption.
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year
in terms of actual outflows.
The Board meets at least once a quarter to review the quarterly results and other items of the agenda. During the financial year ended on March 31, 2024, Seven (7) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2024.
The Company has constituted a well-qualified and Independent Audit Committee as required under Section 177 of the Companies Act, 2013 as also in fulfillment of the requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting.
The Audit Committee met Five (5) times during the financial year. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.
The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.
The Stakeholders' Relationship Committee met one (1) time during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.
In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The Nomination and Remuneration Committee met Four (4) times during the financial year. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees which is also available on the Company's website at www.integraessentia.com.
Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable during the year
under review.
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were
no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
Your company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as there are less than 10 employees in the company.
The Company is exposed to various business risks. These risks are driven through external factors like economic environment, competition, regulations etc. The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact, and risk mitigation process.
A detailed exercise is being conducted to identify, evaluate, manage, and monitor business and non-business risks. The Audit Committee and Board periodically review the risks and suggest steps to be taken to manage/mitigate the same through a properly defined framework. During the year, a risk analysis and assessment was conducted, and no major risks were noticed, which may threaten the existence of the Company.
In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (‘the PIT Regulations') on prevention of insider trading, the Company have its Code of Conduct for regulating, monitoring, and reporting of trading by Designated Persons in line with the recent amendments brought by SEBI in the PIT Regulations. The said Code lays down guidelines, which advise Designated Persons on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. the Company has also updated its Code of practices and procedures of fair disclosures of unpublished price sensitive information by including a policy for determination of legitimate purposes.
There are no significant material orders passed by the Regulators/Courts which would impact the going concern
status of your Company and its future operations.
All related party transactions during the year under review were on arm's length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts /arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on quarterly basis.
The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC-2 which is annexed to this Report.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www. integraessentia.com. The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.
Following are the list of companies which are subsidiaries or associate companies:
The Company has complied with the applicable Secretarial Standards during the year.
To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:
there have are no material departures;
During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.
During the year under review, there has been no one time settlement of Loans taken from Banks and Financial institutions.
The Business Responsibility Report is discontinued by the SEBI from the financial year 2021-22 and with effect from 2022-23 top 1000 Company based on the Market Capitalization shall submit the Business Responsibility and Sustainability Report, but our Company is not under the top 1000 Company therefore requirement of BRSR is Not Applicable to us.
The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.
The Company enjoyed cordial relations with its employees at all levels. Your directors record their appreciation of the support and co-operation of all employees and counts on them for the accelerated growth of the Company.
The Directors place on record their sincere appreciation for the dedication, hard work, and commitment of the employees at all levels and their significant contribution to your Company's growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavors.
For and on behalf of the Board of Directors
Of Integra Essentia Limited
Place: Delhi
Dated: 31/08/2024