Dear
Shareholders,
The
Directors present the 16th Annual Report together with the Audited Statement of
Accounts for the financial year ended March 31, 2023.
1. FINANCIAL
RESULTS AND OPERATIONS
The
financial performance of your Company for the year ended March 31, 2023 is tabulated
below:
Particulars |
FY
2022-23 |
FY
2021-22 |
Net
Sales /Income from Business Operations |
24141.41 |
6852.54 |
Other
Income |
408.73 |
0.83 |
Total
Income |
24550.15 |
6860.82 |
Cost
of material consumed |
- |
- |
Purchase
of Stock in trade |
23561.67 |
6641.80 |
Employee
Benefit Expense |
49.53 |
20.02 |
Changes
in Inventories |
- |
-- |
Financial
Costs |
0.64 |
4.57 |
Depreciation |
2.60 |
0.12 |
Other
Expenses |
218.21 |
85.46 |
Profit
before Exceptional items |
717.50 |
108.84 |
Less:
Exceptional items |
- |
- |
NetProfit |
717.50 |
108.84 |
Less
Current Tax |
57.30 |
- |
Less
Previous year adjustment of Income Tax |
- |
- |
Less
Deferred Tax |
(0.27) |
0.01 |
Profit
for the Period |
660.48 |
108.83 |
Earnings
per share |
0.14 |
0.10 |
During the year under review, the Company achieved
a turnover of Rs. 24,550.15 Lakhs, whereas, the Profit of the Company for the period under
review were Rs. 660.48 Lakhs as compared to profit of the company Rs. 108.83 Lakhs in the
previous year.
2. BUSINESS
OVERVIEW
Our
Company is engaged in dealing, trading of agricultural commodities, life necessities,
items of basic human needs, organic and natural products and processed foods etc and other
essential goods, infrastructural products among others.
Our Company now strives 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 forming part of the report.
3. CHANGE
IN CONTROL AND MANAGEMENT PURSUANT TO SHARE PURCHASE AGREEMENT AND OPEN OFFER
During
the year under review, there is no such change.
4. CHANGE
IN REGISTERED OFFICE FROM ONE STATE TO ANOTHER STATE
During
the year under review, the Company has not changed its registered office.
5. TRANSFER
TO RESERVE
During the year under review, the Company has not
transferred any amount to General Reserve.
6. DIVIDEND
Keeping
in view the future expansion plans, your Board of Directors do not recommend any dividend
for Financial Year 2022-23.
7. SHARE
CAPITAL
As on March 31, 2023, the Issued and Paid-up Share
Capital of the Company stood at Rs. 45,70,33,003/-
divided into 45,70,33,003 fully paid-up equity shares of face value of Rs. 1/- per share.
During the financial year 2022-23, to augment the
long-term financial resources of the Company, the members approved the fund raising by way
of following Right Issues:
Particulars |
Right
Issue-1 |
Right
Issue-2 |
Date
of Board Approval |
December
21, 2021 |
August
9, 2022 |
Date
of members approval |
January
22, 2022 |
September
10, 2022 |
Issue
Size |
4,980.32
Lakhs |
4,994.58
Lakhs |
No.
of Shares to be issued |
27,66,84,812 |
7,13,51,144 |
Rights
Entitlement Ratio |
33:13 |
37:200 |
Issue
Price |
Rs.
1.80/- per share |
Rs.
7/- per share |
Premium |
Rs.
0.80/- per share |
Rs.
6/- per share |
Record
Date |
May
05, 2022 |
November
17, 2022 |
Issue
Period |
From
May 16, 2022 to June 14, 2022 |
From
Dec 1, 2022 to Dec 14, 2022 |
Date
of Allotment |
June
20, 2022 |
December
20, 2022 |
No.
of Fully Paid-up Shares issued |
27,66,84,812 |
7,13,51,144 |
Outstanding
fully paid-up Equity Shares prior to the Rights |
10,89,97,047
Equity shares of Re. 1/- |
38,56,81,859
Equity shares of Re. |
Issue |
each |
1/-
each. |
Outstanding
fully paid-up Equity Shares post Right Issue |
38,56,81,859
Equity shares of Re. 1/- |
45,70,33,003
Equity shares of Re. |
|
each. |
1/-
each. |
8. DEPOSITS
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.
9. PARTICULARS
OF LOANS, GUARANTEES AND INVESTMENTS
Details
of Loans, Guarantees and Investments have been disclosed in the notes to Financial
Statements.
10.
SUBSIDIARY & ASSOCIATES COMPANY
During
the year under review, your Company did not have any subsidiary, associate and joint
venture company.
11.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Except
the changes specifically described in this report, there has been no change/commitment
Company during the period from the end of the financial year 2022-23 to the date of this
report.
12.
WEB ADDRESS FOR ANNUAL RETURN
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, 2023 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.
13.
MANAGEMENT DISCUSSION AND ANALYSIS
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.
14.
CORPORATE GOVERNANCE 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.
15.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
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
16.
BOARD OF DIRECTORS
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 March 31, 2023,
Board
comprises of Six Directors. Amongst the directors, two are executive, and four are
Non-Executive Independent Directors including three Women Independent Directors on the
Board.
Accordingly, as on March 31, 2023, the composition
of Board of Directors is as follows:
Sl.
No. DIN |
Name |
Designation |
Date
of Appointment |
1.
00255689 |
Mr.
Vishesh Gupta |
Managing
Director |
August
7, 2021 |
2.
09665484 |
Mr.
Manoj Kumar Sharma |
Whole
time Director |
August
9, 2022 |
3.
09270389 |
Gunjan
Jha |
Independent
Director |
August
7, 2021 |
4.
09270483 |
Sony
Kumari |
Independent
Director |
August
7, 2021 |
5.
09271995 |
Mansi
Gupta |
Independent
Director |
August
7, 2021 |
6.
09270608 |
Komal
Jain |
Independent
Director |
August
7, 2021 |
*Mr. Komal Jain has resigned from directorship
w.e.f. May 15, 2023 and Mr. Anshumali Bhushan (DIN: 01258923) was appointed as an
Additional Director (Non Executive, Independent Director Category) for the period of 5
year commencing from May 17, 2023.
*Mr. Deepak Kumar Gupta (DIN: 00057003) has been
appointed as Whole time Director cum CEO of the company w.e.f. July 27, 2023 for a term of
five consecutive years effective from July 27, 2023 to July 26, 2028.
*Mr. Puneet Ralhan (DIN:03588116) has been
appointed as Director (Marketing) of the company w.e.f. July 27, 2023 for a term of five
consecutive years effective from July 27, 2023 to July 26, 2028.
* Mr. Manoj Kumar Sharma & Ms. Mansi Gupta has
been resigned w.e.f. July 27, 2023 from the directorship of company. Thereafter,
current composition of Board is as follows:
Sl.
No. DIN |
Name |
Designation |
1.
00255689 |
Mr.
Vishesh Gupta |
Managing
Director |
2.
00057003 |
Mr.
Deepak Kumar Gupta |
Whole
time Director cum CEO |
3.
03588116 |
Mr.
Puneet Ralhan |
Director
(Marketing) |
4.
09270389 |
Gunjan
Jha |
Independent
Director |
5.
09270483 |
Sony
Kumari |
Independent
Director |
6.
01258923 |
Anshumali
Bhushan |
Independent
Director |
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 expertise as well as independent of the management.and
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:
Name |
Designation |
Mr.
Vishesh Gupta |
Managing
Director |
Mr.
Deepak Kumar Gupta* |
Whole
time Director cum CEO |
Mr.
Puneet Ralhan |
Director
(Marketing) |
Mr.
Pankaj Kumar Sharma** |
Company
Secretary & Compliance Officer |
* During the year under review, Mr. Sandeep Gupta
resigned from the office of Chief Financial Officer of the Company with effect from August
20, 2022 and Ms. Shweta Gandhi was appointed as Chief Financial Officer with effect from
October 15, 2022 who later resigned on December 20, 2022. lateron, Mr. Deepankar Gambhir
was appointed as Chief Financial Officer with effect from April 27, 2023 who later
resigned June 30, 2022 on and currently Mr. Ishan Mudgal has appointed as new Chief
Financial Officer with effect from July 27, 2023. **During the year under review, Mr.
Prince Chugh has resigned from the post of Company Secretary & Compliance Officer on
August 9, 2022. Thereafter, Mr. Pankaj Kumar Sharma was appointed as new Company Secretary
& Compliance Officer with effect from August 9, 2022.
17.
PERFORMANCE EVALUATION OF THE BOARD
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:
Review
of performance of the non- independent Directors and Board as a whole by Independent
Directors.
Review
of the performance of the Chairperson by the Independent Directors.
Review
of Board as a whole by all the Members of the Board.
Review
of all Board Committees by all the Members of the Board.
Review
of Individual Directors by rest of the Board Members except the Director being evaluated.
Results of all such above referred evaluations
were found satisfactory.
18.
AUDITORS a) STATUTORY AUDITORS & AUDIT REPORT
M/s.
Mayur Khandelwal & Co. who was appointed as statutory auditors of the Company for a
period of 5 years i.e to hold office till the conclusion of 18th AGM to be held in the
financial year 2025-26, resigned from the office of statutory auditor of the Company on
July 29, 2022 resulting into into a casual vacancy in the office of Statutory Auditors of
the Company as envisaged by Section 139(8) of the Companies Act, 2013.
Therefore 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 ensuing
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 2022-23donotcontainanyqualifications,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 Governmen
.
SECRETARIAL AUDIT
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 from M/s.
Kumar G & Co., Company Secretaries and the same forms part of the Annual Report.
Please refer the Secretarial audit report for all qualifications, reservations or adverse
remarks.
Explanation to the observations in secretarial
audit report is given as below:
Related Party Disclosure (March 31, 2022) was
reported delayed by 5 days to the stock exchanges. Fine amount of Rs. 25,000/- was imposed
by National Stock Exchange of India Limited and BSE Limited. The Company paid the imposed
fines. Further, Disclosure of Related Party Transactions (March 31, 2023) was made 1 day
after the date of publication of its financial results i.e. on April 28, 2023. It is noted
that the delay was inadvertent and emphasized that going forward prescribed timelines
should be strictly adhered to as far as practically possible.
Limited Review Report was not properly submitted
to Exchange and got delayed by 25 days, for quarter ended December 31,2021. Fine amount of
Rs. 1,30,000/- was imposed by National Stock Exchange of India Limited and BSE Limited.
The Company paid the imposed fines.
It is clarified that inadvertently skipped to
include the word
Limited
Review Report in the Auditor?s
report. The company assures to comply the regulation in near future within the timeline
Non-submission of the voting results within the period provided under this regulation.
Fine amount of Rs. 20,000/- was imposed by National Stock Exchange of India Limited and
BSE Limited. The Company paid the imposed fines.
The company assures to comply the regulation in
near future within the timeline
c)
COST AUDIT
Provisions
of Section 148 of the Companies Act, 2013 regarding maintenance of cost records and audit
thereof is not applicable to your Company.
d)
INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY
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
19.
HUMAN RESOURCE MANAGEMENT
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.
20.
PARTICULARS OF EMPLOYEE
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.
21.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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 |
CONSERVATION
OF ENERGY |
REMARKS |
A.
: The
Steps taken or impact on conservation of energy; |
The
Company is taking electricity in the office and its branches. |
due
care for using |
The
Steps taken by the company for utilizing alternate sources of energy; |
Company
usually takes utilization of energy. |
care
for optimum |
The
Capital investment on energy conservation equipments |
No
capital investment on Energy Conservation equipment made during the financial year. |
|
B.
TECHNOLOGY ABSORPTION: |
|
|
The
Company has nothing to disclose with regard to technology absorption. |
|
|
C.
FOREIGN EXCHANGE EARNINGS AND OUTGO: |
|
|
The
Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange earned: |
Nil |
|
Foreign
Exchange outgo during the year in terms of actual outflows. Foreign Exchange outgo: |
Nil |
|
22.
MEETINGS
A.
BOARD MEETINGS
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, 2023, five (5) 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, 2023.
B.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS: I. AUDIT COMMITTEE
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
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
Six (6) 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.
II.
STAKEHOLDERS?
RELATIONSHIP COMMITTEE
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 duringthefinancialyear. 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.
III.
NOMINATION & REMUNERATION COMMITTEE
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 details
of the composition of the committee along with other details are available in the
Corporate Governance Report which forms part of this Report.
23.
NOMINATION AND REMUNERATION POLICY
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.
24.
CORPORATE SOCIAL RESPONSIBILITY
Provisions
of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable
during the year under review.
25.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
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).
. DISCLOSURE
REGARDING INTERNAL COMPLAINTS COMMITTEE
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.
. RISK
MANAGEMENT
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.
. INSIDER
TRADING CODE
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.
. SIGNIFICANT
& MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY
There
are no significant material orders passed by the Regulators/Courts which and its future
operations.
. RELATED
PARTY TRANSACTIONS
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.
. ASSOCIATES
& SUBSIDIARIES
The
details of the subsidiaries company as of March 31st 2023 is as under: -
M/s
R. K. Industries (Partnership Firm):
A partnership firm that dealing in manufacturing of rice and other related agro based
products. Which helps company to improve its trading activities related to agro business.
The company become operating partner in M/s R K Industries on August 05, 2022 and acquired
66% share in the said partnership firm. The share of profit of partnership firm has been
disclosed in Consolidated Financial Statements of Integra Essentia Ltd.
. COMPLIANCE
OF SECRETARIAL STANDARDS
The Company has complied with the applicable
Secretarial Standards during the year.
. DIRECTORS?
RESPONSIBILITY STATEMENT
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: a) In the preparation of the annual accounts, the
applicable accounting standards have been followed and that there have are no material
departures; b) They have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2023 and of
the profit or loss of the Company for that period; c) They have taken proper and
sufficientcare 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; d) They have prepared the annual
accounts on a going concern basis; e) They have laid down internal financial controls to
be followed by theCompanyandthatsuchinternalfinancialcontrols are adequate and were
operating effectively; and f) They have devised proper systems to ensure compliance with
the provision of all applicable laws and that such systems are adequate and operating
effectively.
34.
DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE
2016
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.
35.
DETAILS OF DIFFRENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE
AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During
the year under review, there has been no one time settlement of Loans taken from Banks and
Financial institutions.
36.
BUSINESS RESPONSIBILITY REPORT / BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
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.
37.
ENVIRONMENTAL SAFETY
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.
38.
INDUSTRIAL RELATIONS
The Company enjoyed cordial relations with its
employees at all levels. Your directors record their appreciation of the support and
cooperation of all employees and counts on them for the accelerated growth of the Company.
39.
ACKNOWLEDGEMENT
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 |
|
Sd/- |
Sd/- |
|
Vishesh
Gupta |
Deepak
Kumar Gupta |
Place:
Delhi |
Managing
Director |
Whole
time Director cum CEO |
Dated:
July 27, 2023 |
(DIN:
00255689) |
(DIN:
00057003) |
|