Integra Engineering India Ltd. — AGM Information 2020

Aug 12, 2020

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Date: 12/08/2020 IEIL/PAGM/38

To, The General Manager BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001 (O) 022-22728893

Sub: Proceedings of Thirty Eighth (38th) Annual General Meeting held on12th August, 2020 Scrip Code - 505358

Dear Sir/Madam,

Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed proceedings of Thirty Eighth (38th) Annual General Meeting of Integra Engineering India Limited held on August 12, 2020 and brief profile of the appointed Statutory Auditors of the Company as Annexure.

The same may please be taken on record and disseminated to all concerned.

Thanking you, For Integra Engineering India Limited

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Harneetkaur Anand Company Secretary

Encl: as above

Integra Engineering India Limited

Registered Office & Works Unit - : I Post Box No. 55, Chandrapura Village, Tal. : Halol - 389 350. Dist. Panchmahals, Gujarat, India Phone: +91-2676-221870, 90999 18471, Fax:+91-2676-220887 Works Unit - : II Halol-Champaner Road, P.O. Chandrapura, Tal. : Halol - 391 520. Dist. Panchmahals, Gujarat, India Phone:+91-99240 99268 www.integraengineering.in E-mail :info@integraengineering.in CIN : L29199GJ1981PLC028741

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Proceedings of the Thirty Eighth (38th)Annual General Meeting (AGM) of Integra Engineering India Limited held on Wednesday, 12[th] August, 2020 at 02:00 p.m. IST through Video Conferencing(VC)/Other Audio Visual Means (OAVM) and concluded at 03:11 p.m. IST

Board Members Present:

Name	Designation	Chairpersonship/Chairmanship or Membership
Mrs.Corinne Ruckstuhl	Chairperson and Non- Executive Director	Chairperson of Corporate Social Responsibility Committee, Member of Stakeholders Relationship Committee, Audit Committee and Nomination and Remuneration Committee
Mr. Adrian Oehler	Non-Executive Director	Member of Social Responsibility Committee, Stakeholders Responsibility Committee
Mr. Shalin Divatia	Independent Director	Chairman of Audit Committee, Member of Stakeholders Relationship Committee, Nomination and Remuneration Committee
Mr. Rahul Divan	Independent Director	Member of Audit Committee
Mr. Bhargav Patel	Independent Director	Chairman of Nomination and Renumeration Committee, Member of Audit Committee
Mr. Mahendra Sanghvi	Independent Director	Chairman of Stakeholders Relationship Committee, Member of Audit Committee and Corporate Social Responsibility Committee

In Attendance: Name Mrs. Harneetkaur Anand Leave of Absence: Name Invitees:	In Attendance: Name Mrs. Harneetkaur Anand Leave of Absence: Name Invitees:
	Name	Designation
	Mrs. Harneetkaur Anand	Company Secretary
	Name	Designation
	Firm Name	Representative
	M/s. K. C. Mehta & Co., Chartered Accountants	Mr. Vishal Doshi and Mrs. Chhaya Dave
	M/s. Devesh Pathak and Associates	Mr. Devesh Pathak

Firm Name	Representative
M/s. K. C. Mehta & Co., Chartered	Mr. Vishal Doshi and Mrs. Chhaya Dave
Accountants
M/s. Devesh Pathak and Associates	Mr. Devesh Pathak

Integra Engineering India Limited

Registered Office & Works Unit - : I Post Box No. 55, Chandrapura Village, Tal. : Halol - 389 350. Dist. Panchmahals, Gujarat, India Phone: +91-2676-221870, 90999 18471, Fax:+91-2676-220887

Works Unit - : II Halol-Champaner Road, P.O. Chandrapura, Tal. : Halol - 391 520. Dist. Panchmahals, Gujarat, India Phone:+91-99240 99268 www.integraengineering.in E-mail :info@integraengineering.in CIN : L29199GJ1981PLC028741

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Management Representatives:

Name	Designation
Mr. Utkarsh Pundlik	Chief Executive Officer
Mr. Bhavin Kariya	Chief Financial Officer

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• Mrs. Harneetkaur Anand, Company Secretary warmly welcomed shareholders and expressed thanks to the front-line warriors for their extreme efforts during pandemic. In continuation, she introduced Board members, Management Representatives, Statutory and Secretarial Auditors and requested Chairperson to proceed with the meeting.

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• Mrs. Corinne Ruckstuhl, Chairperson of the Company welcomed shareholders. After confirming the requisite quorum present through video conferencing, she called the AGM in order and commenced the proceedings. It was stated that the facility for appointment of proxies by the Members was not applicable as the AGM was held through video conferencing. The documents / registers as per the regulatory requirement were available for inspection electronically to the Members requesting for the same. She further informed the Members that the Company had provided remote e-voting facility to the Members to exercise their right to vote on the business items transacted at the AGM, by electronic means, between Sunday, August 9, 2020 to Tuesday, August 11, 2020 as stated in the Notice of AGM. Later, all the participants were run through the business presentation briefing current status, challenges faced by the Company and way forward. Additionally, CSR initiatives taken by the Company were also highlighted by the Chairperson.

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• The Chairperson informed the Members that the Annual Report and the Notice convening the AGM had been sent through electronic mode and also made available on the website of the Company and the website of the Stock Exchange i.e. BSE Limited. Since the Notice of the meeting was already circulated to all Members, the Notice convening the AGM, was taken as read. Since there were no qualifications, observations or Comments either in Statutory Auditors’ Report or Secretarial Auditors’ Report, they were not required to be read she further informed the Members that those who had not voted through remote e-voting and who participated the AGM could vote through the e-voting process conducted at the AGM.

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• The Chairperson further informed that Mr. Devesh Pathak, Practicing Company Secretary had been appointed as the scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

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• It was then declared by the Chairperson that the results would be declared within 48 hours from the conclusion of the AGM, based on the scrutinizer’s report after taking into consideration the votes cast through remote e-voting and votes cast through e-voting at the AGM and the aforesaid would be displayed on the website of the Company and Central Depository Services (India) Limited (the agency appointed

Integra Engineering India Limited

Registered Office & Works Unit - : I Post Box No. 55, Chandrapura Village, Tal. : Halol - 389 350. Dist. Panchmahals, Gujarat, India Phone: +91-2676-221870, 90999 18471, Fax:+91-2676-220887 Works Unit - : II Halol-Champaner Road, P.O. Chandrapura, Tal. : Halol - 391 520. Dist. Panchmahals, Gujarat, India Phone:+91-99240 99268 www.integraengineering.in E-mail :info@integraengineering.in CIN : L29199GJ1981PLC028741

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for conducting remote e-voting and e-voting at the AGM) post intimation to the stock exchanges.

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• The Chairperson explained the objective and implications of following business as set out in the notice of the meeting and provided fair opportunity to the members to seek clarification or offer comment.

Sr. No.	Type of business	Type of resolution	Title
1	Ordinary	Ordinary	To Adopt Audited standalone and consolidated Financial Statements for the year ended 31st March 2020
2	Ordinary	Ordinary	To Appoint a Director in place of Mr. Adrian Oehler, retiring Director
3	Ordinary	Ordinary	To Appoint Statutory Auditors
4	Special	Special	To revise authority of the Board of Directors to Borrow pursuant section 180 (1)(c) of the Act
5	Special	Special	To authorise Board of Directors for Creation/Modification of mortgage/charge etc. on the assets of the Company pursuant to Section 180(1)(a) of the Companies Act, 2013:

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• 3 Members asked questions which were answered by the Chairperson.

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• Lastly, information on e-voting facility to remain open for 15 minutes post conclusion of the AGM was given by the Scrutinizer. He also requested Members who had not exercised their votes through the remote e-voting facility, to cast their votes through this e-voting facility.

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• The AGM was then concluded with the vote of thanks to the Chairperson at 03:11 p.m.

For Integra Engineering India Limited

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Harneetkaur Anand Company Secretary

Integra Engineering India Limited

Registered Office & Works Unit - : I Post Box No. 55, Chandrapura Village, Tal. : Halol - 389 350. Dist. Panchmahals, Gujarat, India Phone: +91-2676-221870, 90999 18471, Fax:+91-2676-220887

Works Unit - : II Halol-Champaner Road, P.O. Chandrapura, Tal. : Halol - 391 520. Dist. Panchmahals, Gujarat, India Phone:+91-99240 99268 www.integraengineering.in E-mail :info@integraengineering.in CIN : L29199GJ1981PLC028741

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Annexure

Brief profile of appointed Statutory Auditors

M/s. C N K & Associates LLP, Chartered Accountants (ICAI Firm Registration number: 101961W/W-100036), was established in the year 1936 and is a member firm in M/s. CNK & Affiliates (Reg. No: NRN/0038/W). As on 31st March 2020, the said network of audit firms had 21 partners and employed more than 350 people. C N K & Associates LLP, is also a member of INAA, an International Association of Independent Accounting firms.

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Integra Engineering India Limited

Registered Office & Works Unit - : I Post Box No. 55, Chandrapura Village, Tal. : Halol - 389 350. Dist. Panchmahals, Gujarat, India Phone: +91-2676-221870, 90999 18471, Fax:+91-2676-220887 Works Unit - : II Halol-Champaner Road, P.O. Chandrapura, Tal. : Halol - 391 520. Dist. Panchmahals, Gujarat, India Phone:+91-99240 99268 www.integraengineering.in E-mail :info@integraengineering.in CIN : L29199GJ1981PLC028741