Integra Engineering India Ltd. — AGM Information 2024

Jul 17, 2024

IEIL/PAGM/42

Date: July 17, 2024

To, The BSE Limited, Corporate Relationship Department, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai – 400001 Scrip Code: 505358

Sub: Proceedings of Forty-second (42[nd] ) Annual General Meeting (‘AGM’) of Integra Engineering India Limited (‘the Company’) held on July 17, 2024

Dear Sir/Madam,

Pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed herewith proceedings of Forty-second (42[nd] ) AGM of the Company held on July 17, 2024.

Kindly take the same on record and disseminate to all concerned.

Thanking you, For Integra Engineering India Limited

RAVI Digitally signed by RAVI BIPINCHANDRA THANKI BIPINCHANDRA Date: 2024.07.17 THANKI 17:34:44 +05'30' Ravi Thanki Company Secretary and Compliance Officer M. No. A60338

Encl: As above

Integra Engineering India Limited

Registered Office & Works Unit - I: Post Box no. 55, Chandrapura Village, Tal.: Halol - 389350, Dist.: Panchmahals, Gujarat, India Phone: +91-2676-221870, 90990 18471, Fax: +91-2676-220887 Works Unit - II: Halol-Champaner Road, P.O. Chandrapura, Tal.: Halol – 391 520, Dist.: Panchmahals, Gujarat, India, Phone: +91-2676-9924099268 www.integraengineering.in, Email: Info@integraengineering.in, CIN: L29199GJ1981PLC028741

- Proceedings of the Forty second (42[nd] ) Annual General Meeting (AGM) of Integra Engineering India Limited held on Wednesday, July 17, 2024, at 03:00 p.m. (IST) - through Video Conferencing (VC)/Other Audio Visual Means (OAVM) and concluded at 04:10 p.m. (IST)

Board Members Present:

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Name Designation Chairperson / Member
Mrs. Corinne Chairperson and Chairperson of Corporate Social
Ruckstuhl Non-Executive Director Responsibility Committee, Member of
Stakeholders’ Relationship Committee,
Audit Committee and Nomination and
Remuneration Committee
Mr. Adrian Non-Executive Director Member of Corporate Social
Oehler Responsibility Committee and
Stakeholders’ Responsibility
Committee
Mr. Shalin Non-Executive, Chairman of Audit Committee, Member
Divatia Independent Director of Stakeholders’ Relationship
Committee and Nomination and
Remuneration Committee
Mr. Rahul Divan Non-Executive, Member of Audit Committee
Independent Director
Mr. Mahendra Non-Executive, Chairman of Stakeholders Relationship
Sanghvi Independent Director Committee Meeting, Member of Audit
Committee and Corporate Social
Responsibility Committee
Mr. Bharat Non-Executive, Chairman of Nomination and
Salhotra Independent Director Remuneration Committee, Member of
Audit Committee
Mrs. Komal Non-Executive, -
Solomon Independent Director
-
Mr. Jayesh Non-Executive,
Mehta Independent Director
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In Attendance:
Name	Designation
Mr. Ravi Thanki	CompanySecretary

Invitees:

Firm Name	Representative
M/s. CNK & Associates LLP., Statutory Auditor	Mr. Pareen Shah
M/s. Devesh Pathak and Associates Secretarial Auditor	Mr. Devesh Pathak

Integra Engineering India Limited

Registered Office & Works Unit - I: Post Box no. 55, Chandrapura Village, Tal.: Halol - 389350, Dist.: Panchmahals, Gujarat, India Phone: +91-2676-221870, 90990 18471, Fax: +91-2676-220887

Works Unit - II: Halol-Champaner Road, P.O. Chandrapura, Tal.: Halol – 391 520, Dist.: Panchmahals, Gujarat, India, Phone: +91-2676-9924099268 www.integraengineering.in, Email: Info@integraengineering.in, CIN: L29199GJ1981PLC028741

Management Representatives:

Name	Designation
Mr. Bhavin Kariya	Chief Executive Officer
Mr. Kunal Thakrar	Chief Financial Officer

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• Mr. Ravi Thanki, Company Secretary, warmly welcomed stakeholders and 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. Members were informed that the documents / registers as per the regulatory requirement were available for inspection electronically. 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, July 14, 2024, to Tuesday, July 16, 2024, 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, the infrastructure enhancement, capability as well as productivity enhancement, Sustainability and 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, Practising Company Secretary was 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 2 working days 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 for conducting remote e-voting and e-voting at the AGM) post intimation to the stock exchange.

Integra Engineering India Limited

Registered Office & Works Unit - I: Post Box no. 55, Chandrapura Village, Tal.: Halol - 389350, Dist.: Panchmahals, Gujarat, India Phone: +91-2676-221870, 90990 18471, Fax: +91-2676-220887 Works Unit - II: Halol-Champaner Road, P.O. Chandrapura, Tal.: Halol – 391 520, Dist.: Panchmahals, Gujarat, India, Phone: +91-2676-9924099268 www.integraengineering.in, Email: Info@integraengineering.in, CIN: L29199GJ1981PLC028741

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

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Sr. Type of Type of
Title
No. business resolution
1 Ordinary Ordinary To adopt Audited Standalone and
Consolidated Financial Statements for the
year ended 31 [st] March 2024
2 Ordinary Ordinary To appoint a Director in place of Mr. Adrian
Oehler (DIN: 00360332), retiring Director
3 Special Ordinary To ratify the remuneration of Cost Auditors
of the Company
4 Special Special To approve appointment of Mrs. Komal
Solomon (DIN: 02779923) as a Non-
Executive, Independent Director of the
Company.
5 Special Ordinary To approve payment of commission to
Mrs. Komal Solomon, Non-Executive,
Independent Director within the overall
ceiling limit of 1% of net profits of the
Company with effect from the financial
year ending on 31.03.2025.
6 Special Special To approve appointment of Mr. Jayesh
Mehta (DIN:10529297) as a Non-
Executive, Independent Director of the
Company.
7 Special Ordinary To approve payment of commission to Mr.
Jayesh Mehta, Non-Executive,
Independent Director within the overall
ceiling limit of 1% of net profits of the
Company with effect from the financial
year ending on 31.03.2025.
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• 4 Members asked questions about the business prospects, order status, new facility which is under progress, new customer development and future projections of the Company. These questions were answered by the Chairperson one-by-one.

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• Lastly, information on e-voting facility to remain open even after 15 minutes after 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.

Integra Engineering India Limited

Registered Office & Works Unit - I: Post Box no. 55, Chandrapura Village, Tal.: Halol - 389350, Dist.: Panchmahals, Gujarat, India Phone: +91-2676-221870, 90990 18471, Fax: +91-2676-220887 Works Unit - II: Halol-Champaner Road, P.O. Chandrapura, Tal.: Halol – 391 520, Dist.: Panchmahals, Gujarat, India, Phone: +91-2676-9924099268 www.integraengineering.in, Email: Info@integraengineering.in, CIN: L29199GJ1981PLC028741

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The AGM was then concluded with a vote of thanks to the Chairperson at 04:10 p.m. (IST).

For Integra Engineering India Limited RAVI Digitally signed by RAVI BIPINCHANDRA THANKI BIPINCHANDRA Date: 2024.07.17 THANKI 17:33:57 +05'30' Ravi Thanki Company Secretary& Compliance Officer M. No.: A60338

Integra Engineering India Limited

Registered Office & Works Unit - I: Post Box no. 55, Chandrapura Village, Tal.: Halol - 389350, Dist.: Panchmahals, Gujarat, India Phone: +91-2676-221870, 90990 18471, Fax: +91-2676-220887 Works Unit - II: Halol-Champaner Road, P.O. Chandrapura, Tal.: Halol – 391 520, Dist.: Panchmahals, Gujarat, India, Phone: +91-2676-9924099268 www.integraengineering.in, Email: Info@integraengineering.in, CIN: L29199GJ1981PLC028741