Report on Corporate Governance
In accordance with Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited (BSE), the report containing the details of corporate governance systems and processes at Integra Engineering India Limited is as under:
Company's Philosophy on code of Corporate Governance:
The Company strongly believes that a business run on principles of transparency, integrity, professionalism, high level of disclosure, fairness and accountability. At the highest level, the company continuously endeavours to improve upon these aspects as an ongoing basis and converting opportunities into achievements through proper empowerment and motivation, fostering a healthy growth and development of human resources to take the Company forward.
Board of Directors:
I) Composition and Category of Board of Directors:
The present Board of Directors are consisting of six Directors and all six Directors are non - executive Director/a majority of them being Independent Directors. The Company does not have any executive Director. The Directors are professionals, have expertise in their respective functional areas and bring a wide range of skills and expertise to the Board. Therefore, the Board composition is in conformity with the provisions of the Companies Act, 1956 and the Listing Agreement entered into with the Stock Exchange.
II) Board Meetings:
The Meetings of Board are generally held at Registered Office of the Company at Chandrapura Village, TalukaHalol, District Panchmahals - 389350 and also necessary, at another locations.
During the year under review, meetings were held on 31st January, 2013, 26th April, 2013, 26th July, 2013, 3rd October, 2013 and 29th October, 2013.
The following composition of the Board of Directors is as on December 31,2013. Their attendance at the meeting during the year and also number of other Directorships and membership of committees as on December 31, 2013are as follows:
*Appointed as an Additional Director w.e.f. 28th February, 2014
1. None of the above Directors are related inter-se.
2. None of Directors hold the office of Director in more than the permissible number of Companies under the Companies Act, 1956. Also, the Committee Chairmanships / Memberships are within the limits laid down in Clause 49 of the Listing Agreement.
III) Code of conduct
The Company is committed to conducting business in accordance with the highest standards of business ethics and complying with applicable laws, rules and regulations. The Company believes that a good corporate governance structure would not only encourage value creation but also provide accountability and control systems commensurate with the risks involved. The Board of Directors laid down a Code of Conduct for all the Board members and senior officers of the Company. A copy of the said code has been posted on the web site of the Company at www.integraengineering.in
IV) Information submitted to the Board of Directors:
Agenda and notes on agenda are circulated to the Directors, in advance, in the defined agenda format. All material information is incorporated in the agenda papers for facilitating focused discussion at the meeting. Where it is impracticable to attach any document to the Agenda, the same is tabled before the meeting in the Agenda. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted with the approval of the Chairman. The information placed before the Board includes, Business plans, capital budgets, Working Capital Analysis and any other material information, quarterly financial statement and minutes of previous board meeting and meetings of audit committee and other committees of the Board, General notices of interest of directors, terms of reference of board committees etc. The Company receives reports from all the departments head certifying the compliance of statutory law, rules and regulations applicable to the respective department on quarterly basis. On the basis of these reports, the CEO certifies to the Board the status of compliance of all statutory laws, rules and regulations, as they are applicable to the Company.
At present, the Board has two key committees:
1) Audit Committee
2) Share Transfer Committee & Shareholders'/Investors' Grievance Committee
The Directors are paid sitting fees for attending these two key committee meetings. These committees meet as and when the need arises and the proceedings of their meetings are placed before the Board in its next meeting. The constitution and power of all the committees is decided by Board of Directors.
1) Audit Committee:
Pursuant to the provisions of Section 292(A) of the Companies Act, 1956 and Clause 49 of the Listing Agreement, the Company has a qualified and independent Audit Committee. The Company has constituted an Audit Committee on 30th January, 2001. As at December 31, 2012, the Committee comprised of four independent & non - Executive Directors. Mr. Shalin S. Divatia, fellow Member of Institute of Chartered Accountant of India (ICAI) having expertise knowledge of accounting and finance, is the Chairman of the Audit Committee. Mr. Mayank Joshi, Company Secretary of the Company acted as a secretary of the Committee upto 18th January, 2014.
II) Terms of reference:
The Audit Committee reviews the reports of the Internal Auditors and the Statutory Auditors periodically and discusses their findings and suggests the corrective measures. The role of the audit committee shall include the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.
3. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:
a. Matters required being included in the Directors' Responsibility Statement to be included in the Board's report in terms of Clause (2AA) of Section 217 of the Companies Act, 1956
b. Changes, if any, in accounting policies and practices and reasons for the same
c. Major accounting entries involving estimates based on the exercise of judgment by management
d. Significant adjustments made in the financial statements arising out of audit findings
e. Compliance with listing and other legal requirements relating to financial statements
f. Disclosure of any related party transactions
g. Qualifications in the draft audit report.
4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval
4A. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter.
5. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal control systems.
6. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
7. Discussion with internal auditors any significant findings and follow up there on.
8. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.
9. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.
10. To review the functioning of the Whistle Blower mechanism, in case the same existing.
11. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. III) Meetings:
During year under review, in all four meetings of the Committee were held i.e. on 31st January, 2013, 26th April, 2013, 26th July, 2013 and 29th October, 2013. The time intervals between two meetings of the Committee were not more than four months.
IV) Review of Information:
The Audit Committee was presented with and reviewed necessary information as required under Clause 49 of the Listing Agreement. There was no management letter /letter of internal control weakness issued by the Statutory Auditor during the financial year 2013.
Compensation and remuneration:
I. No remuneration is paid to any director of the company and hence no remuneration committee has been formed as the same is not mandatory.
III. Except Mr Shalin S. Divatia, Director of the Company who holds 1350 Equity Shares, no other Directors hold any Equity Shares of the Company.
IV. No remuneration is paid to any other Non-executive Directors other than the sitting fee as permissible under the companies Act 1956, no separate remuneration policy has been laid down for the Directors generally.
2) Share Transfer Committee & Shareholders'/Investors' Grievance Committee:
i Terms of Reference:
The terms of reference of the committee are mainly of Redressal of Shareholders / Investors Grievance Complaints, Allotments, transfer, and transmission of Shares and issue of duplicate certificates and new certificates on spilt / consolidation / renewal etc. as may be referred to it by the Share Transfer Committee.
The Committee has been in place since 29th January, 2002. As on December 31, 2012, the committee comprised of four non - executive Directors. Mr Mayank Joshi, Company Secretary acts as the Secretary to the Committee upto 18th January, 2014.
During the year under review, the Committee held four meetings on 31st January, 2013, 26th April, 2013, 26th July, 2013 and 29th October, 2013.
iv Compliance officer:
Mr. Yogesh J. Shah, CEO & Compliance Officer, overseeing the Investors' Grievances. He can be contacted at Chandrapura Village, Taluka Halol- 389 350, District Panchmahals, Gujarat, Telephone No. (02676) 221870, Fax No. (02676) 220887, E-mail: email@example.com
v Complaints :
During the year under review, the Company has received 4 complaints and all the complaints have been resolved well in time. No complaints are pending at the end of the financial year.
i There are no materially significant transactions with related Parties viz. Promoters, Directors or the management, their subsidiaries or relatives conflicting with the Company's interest. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the Annual Report. ii. There are no pecuniary relationships or transactions of Directors vis-a-vis the Company, which has potential conflict with the interests of the Company at large. iii The Company follows Accounting Standards issued by the Central Government and in the preparation of financial statements, the Company has not adopted a treatment different from prescribed in Accounting Standards.
iv. The Company complied with the requirement of the Stock Exchanges /SEBI/ Statutory Authorities on all matters related to the capital market during the last three years. There were no penalties or strictures imposed by the Stock Exchange, the SEBI or any statutory authority relating to the above period.
v. The Company has in place a mechanism to inform the Board Members about the Risk Assessment and minimization procedures and periodical reviews to ensure that critical risks are controlled by the Executive Management.
vi. The Company is in the process of adoption of other non-mandatory guidelines issued by the Ministry of Corporate Affairs in November 2009.
vii There are no criminal cases by or against the Company pending in any Court. If there are any other disputes with financial implications, they are shown in the contingent liabilities in Accounts under review.
MEANS OF COMMUNICATION:
i. QUARTERLY RESULTS
The Quarterly results of 2013 are published as under:
Date of Publication
First Quarter 28.04.2013
Second Quarter 28.07.2013
Third Quarter 31.10.2013
Fourth Quarter 28.02.2014
ii. The quarterly results and half yearly results of the Company are sent to the Stock Exchange immediately after the Board's approval. The quarterly results are also published in English language and vernacular language within 48 hours of the approval by the Board. There have been no news releases or presentation to the institutional investors or analysts.
iii The Company's website www.integraengineering.in contains a separate dedicated Section where shareholders information is available. Annual Report, Quarterly Results, Shareholding Pattern, Corporate announcement is also available on the web-site in a user friendly and downloadable form.
GENERAL SHAREHOLDERS' INFORMATION:
Details of the Annual General Meeting of the Company
Day and Date Friday, 2nd May, 2014
Time 03.00 pm
Venue Registered Office: Registered Office of the company, Chandrapura Village, Taluka Halol - 389 350, District Panchmahals, Gujarat Date of Book Closure 29th April to 2nd May, 2014 (both days inclusive)
January 1 to December 31
ISIN Number, NSDL and CDSL :
Details of listing with Stock Exchange:
Name of Stock Exchange
Bombay Stock Exchange Limited (BSE)
REGISTRAR AND SHARE TRANSFER AGENTS:
The Shareholders of the Company are hereby informed that M/s Link Intime India Private Limited is the Registrar and Share Transfer Agent (RTA) of the Company. You are requested to forward your communication in respect of transfer of shares or other queries, directly to them.
DEMATERIALIZATION OF SHARES
As on 31st December, 2013, 29983201 fully paid up Equity shares of Rs. 1/- each have been dematerialised and the balance of issued capital is in physical form.
The Company has not issued any GDRs/ADRs/warrants.
CEO and CFO Certification
CEO and CFO of the Company give annual certification on financial reporting and internal controls to the Board in terms of Clause 49 of the Listing Agreement. CFO also gives quarterly certification on Financial Results while placing the Financial Results before the Board in terms of Clause 41 of the Listing Agreement.
REGISTERED OFFICE :
Chandrapura Village, TalukaHalol - 389 350 DistrictPanchmahals, Gujarat (India) Telephone No. (02676) 221870, 221872-74 Fax No. (02676) 220887 Website: www.integrengineering.in Email: firstname.lastname@example.org >,
WORKS UNITS UNIT -I
Post Box No. 55 Chandrapura Village, TalukaHalol - 389 350 Dist. Panchmahals, Gujarat
REGISTRAR & SHARE TRANSFER AGENTS
Link Intime India Private Limited B-102 & 103, First Floor, Shangrila Complex, Opp. HDFC Bank, Near Radhakrishna Char Rasta, Akota, Vadodara- 390 020 Tel : (0265) 2356573, 2356794 Fax : (0265) 2356791
E -mail :Vadodara@linkintime.co.in
Halol - Champaner Road, P.O Chandrapura Village, TalukaHalol - 391520 Dist. Panchmahals, Gujarat
ADDRESS FOR CORRESPONDENCE
The Company Secretary/Compliance Officer
Integra Engineering India Limited
P.O. Box No. 55, Chandrapura Village, Taluka Halol, District Panchmahals- 389350,Gujarat
E -mail: email@example.com , firstname.lastname@example.org