REPORT OF THE BOARD OF DIRECTORS To, The Members, Integrated Proteins Limited, Your Directors are pleased to present their 22nd Annual Report for the financial year ended on 31st March, 2015. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK : During the year under Report, your Company has recorded the total Revenue of Rs. 8,65,180/ - as compared to Rs.7,04,970/- of previous fiscal. Further, the Company has reported Net profit of Rs.8,77,305/- as compared to Net Profit of Rs.11,01,153/- of previous financial year 2013-14. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES : With a view to plough back profits of current year for operational purposes, your Board of Directors does not recommend declaration of dividend. Moreover, no amount is being transferred to Reserves during the financial year 2014-15 SHARE CAPITAL : The paid up Equity Share Capital as on March 31, 2015 was Rs. 3,51,51,000/-. During the year under report, the Company has not issued any shares or any convertible instruments. EXTRACT OF ANNUAL RETURN : Pursuant to Section 134 (3) (a) of Companies Act, 2013, Form MGT 9 i.e. the extract of Annual Return for the Financial Year 2014-15 is enclosed as Annexure A forming part of this Report. BOARD MEETINGS AND INDEPENDENT DIRECTOR'S MEETING : The Board of Directors of the Company respectively met Six times on 29/05/2014, 12/08/2014, 20/08/2014, 05/11/2014, 03/02/2015 and 31/03/2015 during the financial year 2014-15. Further, the Independent Directors meeting was held on 25th March, 2015 to review the performance of non-independent directors and the Board as a whole; review the performance of the Chairperson of the Company, taking into account the views of executive directors and non-executive directors and assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. BOARDS RESPONSIBILITY STATEMENT : Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures from the same; b) 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; c) the directors have taken proper and sufficient care to the best of their knowledge and ability 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 have prepared the annual accounts on a going concern basis; and e) the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively. f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively. DECLARATION (OF INDEPENDENCE) BY INDEPENDENT DIRECTORS : The Company has received declarations from each Independent Director under section 149 (7) of the Companies Act, 2013 that he meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 (Corporate Governance) of the Listing Agreement. The Company has adopted the practice to take the declaration of independence from all Independent Directors on his/her appointment/re-appointment and also in first meeting of the Board of Directors every year. All these Directors have agreed to inform the Board about any change in their status of independence in the very next board meeting after such change. COMPANY'S POLICY ON DIRECTORS APPOINTMENT, NOMINATION, REMUNERATION AND FORMAL EVALUATION : Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee (erstwhile Remuneration Committee) framed a policy for selection, nomination, appointment and remuneration of the Board of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director. Moreover, in terms of Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Shareholders Grievance committee. STATUTORY AUDITOR AND AUDITORS' REPORT : M/s. D. S. Varia & Co., Chartered Accountants, Jamnagar, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Audit Committee recommends appointment of M/s. D. S. Varia, Chartered Accountants as Statutory Auditors for financial year 2015-16. Further, during the year under report, the Auditors have observed that the going concern status of the Company is affected due to disposal of its plant & machineries which forms substantial part of its fixed assets. The Board would like to clarify that the management had already explored the new avenues of business and in the coming years, the Company will regain its operations & profitability. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT : The Board has appointed Nayna Paramalji Chopra, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. All the points are self - explanatory and do not require any further comments. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE : During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regards was required. PARTICULARS OF CONTRACTS/ARRANGEMENTS WITH RELATED PARTIES : The Company has not entered into any contract or arrangement with related party which is not at arms' length requiring approval of shareholders in the general meeting as required under proviso three to Section 188 (1) of the Companies Act, 2013. As explained beneath the said proviso, the expression "arm's length transaction" means a transaction between two related parties that is conducted as if they were unrelated, so that there is no conflict of interest. During the financial year under report, there was no such transaction which would be called as a transaction not on an arms' length basis. Further, the Audit Committee of the Company reviews all the transactions with related party on quarterly basis and recommends the same to the Board for their approval. Moreover, your kind attention is invited to review Note no. 'U' to financial statements which set out related party transactions. CORPORATE SOCIAL RESPONSIBILITY (CSR) : Pursuant to provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with a net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At present, the Company is not required to constitute a CSR Committee in this regards as none of the above referred limits have been triggered. BOARD OF DIRECTORS : In terms of Section 152 (6) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Arvind K Shah, Managing Director (DIN: 00094647) and Mr. Vinod P Mehta, Director, (DIN: 00094718) and Mr. Chandrasinh Udeshi (DIN: 00057240) retires by rotation and being eligible, has offered himself for re- appointment. The Board recommends the same for your approval. Further, Mr. Chandrasinh Udeshi (DIN: 00057240), Mr. Bhalchandra Vyas (DIN: 01478375) and Mr. Vijay Dattani (DIN: 06913999) are the Independent Directors of the Company. In terms of provisions of Section 149 (10) read with Clause 49 of the Listing Agreement, Mr. Udeshi, Mr. Vyas and Mr. Dattani have been reappointed with amended terms in the 21st Annual General Meeting of the Company held on 30th September, 2014 to hold office for term of 3 (three) years from 30th September, 2014 to 29th September, 2017. Further, Mrs. Neepa Kothari (DIN: (DIN: 02461588), who is appointed as an Additional Director, is proposed to be appointed as an Independent Director in the forthcoming Annual General Meeting of the Company. Moreover, in terms of provisions of Section 149 (10) read with Clause 49 of the Listing Agreement, appointment of Mrs. Kothari is proposed for the tenure of five years commencing from 29th September, 2015 till 28th September, 2020. Further, Mr. Rajesh Dhruv, Independent Director, resigned from the Board w.e.f. 10th June, 2014. The Board appreciates the contribution of Mr. Rajesh Dhruv in the growth story of the Company during the tenure of his directorship. During the year under report, all the recommendations of the Audit Committee were duly considered. Detailed terms of reference of Audit Committee are provided in Corporate Governance Report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO : The provisions of Section 134 (3) (m) of the Companies Act, 2013, and the rules made there under relating to conservation of energy, technology absorption do not apply to your Company as it is not a manufacturing company. However, your Company has been increasingly using information technology in its operations and promotes conservation of resources. During the year under review, there was no foreign earning or expenditure in the Company. PARTICULARS OF EMPLOYEES : There are no employees in the Company drawing remuneration of more than Rs. 5 Lacs per month or 60 Lacs per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. CORPORATE GOVERNANCE : The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. The Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), National Foundation for Corporate Governance (NFCG), Institute of Company Secretaries of India (ICSI) and other such regulatory bodies and organizations are continuously making stringent efforts to strengthen Corporate Governance framework in the country. Accordingly, a detailed Report on Corporate Governance as well as the Certificate from M/s. D. S. Varia & Co, Chartered Accountants, and the Statutory Auditors of the Company is annexed to this Report of Board of Directors. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES: As at 31st March, 2015, the Company doesn't have any Subsidiary, Joint Venture or Associate Companies. INTERNAL FINANCIAL CONTROLS : The Company has adequate internal financial controls with reference to financial statements. During the year under report, no reportable material weakness was observed. RISK MANAGEMENT: Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter-alia are: regulations, competition, business risk, technology obsolescence, long-term investments and expansion of facilities. Business Risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE : During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required. CORPORATE GOVERNANCE : The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system, i.e. shareholders, management, employees, customers, vendors, regulatory and the society at large. The Company has strong belief that this relationship can only be built and strengthen through corporate fairness, transparency, and accountability. The Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), National Foundation for Corporate Governance (NFCG), Institute of Company Secretaries of India (ICSI) and other such regulatory bodies and organizations are continuously making stringent efforts to strengthen Corporate Governance framework in the country. Accordingly, a detailed Report on Corporate Governance as well as the Certificate from M/s. D. S. Varia & Co, Chartered Accountants, and the Statutory Auditors of the Company is annexed to this Report of Board of Directors. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES: As at 31st March, 2015, the Company doesn't have any Subsidiary, Joint Venture or Associate Companies. INTERNAL FINANCIAL CONTROLS : The Company has adequate internal financial controls with reference to financial statements. During the year under report, no reportable material weakness was observed. RISK MANAGEMENT: Although the Company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. Therefore, in accordance with clause 49 of the listing agreement the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues. In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter-alia are: regulations, competition, business risk, technology obsolescence, long-term investments and expansion of facilities. Business Risk, inter-alia, further includes financial risk, political risk, fidelity risk, legal risk. As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE : During the year under report, the Company has not granted any loan or provided any guarantee or made any investment exceeding the limits as specified in Section 186 (2) of the Companies Act, 2013. Hence no approval from the shareholders in this regard was required. VIGIL MECHANISM : Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.intergratedproteins.com OTHER DISCLOSURES : (1) Your Company has not invited/ accepted any Fixed Deposits under the provisions of Section 73 of the Companies Act, 2013 and the Rules made there under. (2) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. (3) During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. (4) No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company. (5) The Company is not required to get its cost records audited for the financial year 2014- ACKNOWLEDGEMENT : Your directors put on record their whole hearted gratitude to bankers, employees of the Company for their sincere efforts for the Company. By Order of the Board of Directors Integrated Proteins Limited (Arvind K. Shah) Managing Director DIN : 0094647 (V. P. Mehta) Director DIN : 00094718 Date : 20/08/2015 Place : Jamangar |