INTEGRA Engineering India Limited.
Yours Directors have pleasure in presenting the Thirtieth Annual Report along withaudited financial statements of the Company for the year ended 31st December, 2011.
1. Financial Results
| || ||(Rupees in thousands) |
| ||For the year ended on 31st December, 2011 ||For the year ended on 31st December, 2010 |
|Net Income from manufacturing ||62,265 ||46,362 |
|Income from trading in Spare Parts ||5,448 ||8,184 |
|Other income (Interest, Lease/rent, etc) ||28,860 ||17,237 |
|Total Income ||96,573 ||71,783 |
|Profit before interest, depreciation and taxation ||7,837 ||5558 |
|Interest ||1,617 ||Nil |
|Depreciation ||3,110 ||3,292 |
|Profit/(Loss) before Tax ||3,110 ||2,266 |
|Income Tax. || || |
|Current Tax- ||544 ||500 |
|MAT Credit- ||-520 ||-500 |
|Prior year tax adjustment ||211 ||-1260 |
|Profit/(Loss) after Tax ||2,875 ||3526 |
|Brought forward balance of previous year losses (before prior year item) ||192,636 ||196,162 |
|Cumulative losses carried forward ||189,760 ||192,636 |
2. Dividend :
In view of Company's long term working capital requirements and to part finance capitalexpenditure, your Directors have thought fit to conserve the resources for the business ofthe company and hence, do not recommend any dividend on Equity Shares for the financialyear ended on 31.12.2011.
3. Financial Performance:
During the year under review, your Company earned income of Rs. 96573 (in '000) againstRs. 71783 (in '000) in the previous year. The Company earned Profit after Tax of Rs. 2875(in '000) as compared to Rs. 3526 (in '000) in the previous year.
4. Segment wise performance :
The operation of the company are limited to one segment,namely Manufacturing ofMachinery and Components.
5. Composite Scheme of Arrangement in the nature of Amalgamation:
The Board of Directors of the Company at its meeting held on 25.07.2011 has approvedthe Composite Scheme of Arrangement ("Scheme") in the nature of Amalgamation ofIntegra India Group Company Limited (IIGCL/Transferor Company) into Integra EngineeringIndia Limited (IEIL/Transferee Company) and Reorganization of share capital of IEIL. TheBombay Stock Exchanges has vide its letter dated 31.10.2011 conveyed its No Objection tothe propposed Scheme.
Thereafter, as per directions of the Honble High Court of Gujarat, a meeting ofShareholders was held on 23.12.2011 and the members present in the meeting had unanimouslyapproved the said Scheme of Arrangement. The Company has now filed petition in theHonble High Court of Gujarat for approval of the Scheme.
Since both the companies are subsidiaries of Integra Holding AG, Switzerland andtherefore belong to the same group of management, the Board of Directors of both thecompanies have thought it appropriate to amalgamate them for the purpose of achievingsynergic advantages. It is thought fit to combine all operations under one company. Thiswould make the administration easy and control systems more efficiently. The amalgamatedcompany would be in position to maximize its profits through optimum utilisation ofresources and minimizing the administrative and operative costs. Thus, the amalgamation isexpected to be beneficial to shareholders and other stakeholders of both the companies.
In order to ensure that, after giving effect to the amalgamation as set out in theScheme, the Company should have a serviceable equity capital base, the subscribed and paidup equity share capital of IEIL (the Transferee Company) shall be reduced by reducing thepaid up and face value of Rs. 10/- per share to Rs. 1/- per share fully paid up.
6. Capital Expenditure for year 2011 :
The Board of Directors is pleased to inform you that during the financial year 2011,the Company made investment into new machinery, upgrading the technology and revamping theexisting production facilities which will result into increase in the productivity andyield. Further it was decided by the board to invest in powder coating plant in order toexpand the manufacturing capabilities of the company. The company envisages more suchcapital investment for improving services for undertaking the contract manufacturingbusiness.
7. Management's Discussion and Analysis :
The Management Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement entered in to with BSE is presented in a separatesection forming part of the Annual Report.
8. Human Resouces:
Employees, at all levels, are so far the strongest resource within the organization.Your Company has been taking full intiatives to effectively implement measures of safety,welfare and competence development, through effective in-house training and interaction.
The Company's HR norms and policies are currently being reviewed in the light ofcurrent practices.
9. Quality Accreditation :
The Company received ISO 9001 : 2000 certification in December, 2006, through M/s TUVIndia Private Limited, Mumbai. Further, in the year 2009. re-certification Audit wasconducted. Subsequently, in December 2010 and in December 2011 Annual surveillance auditswere conducted by the said company and your Company having complied with norms,successfully advanced to ISO 9001: 2008. This ensures the continuous improvement in theexisting quality system and laid processes, which lead to total customer satisfaction forboth product as well as service rendered. This is a result of efforts and inherent cultureof the employees who yearn to deliver the best (optimum quality) in all faces ofactivities.
10. Particulars of employees:
The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975, is not applicable as the Company does not have anyemployees whose particulars are required to be disclosed under the said provisions.
Pursuant to Article 147 of the Articles of Association of the Company and in accordancewith the provisions of Section 260 of Companies Act, 1956, Ms. Corinne Raez, was appointedas an Additional Director on the Board of Directors of the Company, with effect from 18thApril, 2011. Ms. Corinne Raez will hold office upto the date of this Annual GeneralMeeting and is eligible for re-appointment.
Pursuant to and in accordance with the provisions of the Companies Act, 1956 andArticle of Association of the Company, Mr. Adrian Oehler and Mr. Shalin S. Divatia, retirefrom the Board of Directors by rotation and are eligible for reappointment.
12. Directors' Responsibility statement :
Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956, the Directors,to the best of their knowledge and belief, confirm that:
(i) In the preparation of the annual accounts, the applicable accounting standards havebeen followed by the Company:
(ii) Appropriate accounting policies have been selected and applied consistently andsuch judgements and estimates have been made, that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear ended on 31st December, 2011 and of the profit of the Company atz the year ended onthat date.
(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 1956, forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(iv) The Annual accounts have been prepared on a going concern basis.
13. Change of Name of the Company:
During the period under review, the name of the Company has been changed fromSchlafhorst Engineering (India) Limited to INTEGRA Engineering India Limited with effectfrom 23rd May, 2011 and consequently, a fresh Certificate of Incorporation, for change ofname, was issued by the Registrar of Companies, Gujarat.
14. Disclosure of Information on Energy Conservation & Technology Absorption:
A) Conservation of Energy
The Company continues to take all possible steps to conserve energy.
B) Technology Absorption, Research & Development and Technology Absorption,Adaptation and innovation : NIL
C) Foreign Exchange earnings and outgo :
The total foreign exchange earned by the Company during the year under review fromexports and other activities amounted RS. 166 (in '000). The total foreign exchange usedfor imports and on account of various remittances amounted to Rs. 423 (in '000).
15. Fixed Deposits:
The Company has not accepted any fixed deposits from public during the year.
16. Auditors :
The Company's Auditors M/s. K. C. Mehta & Co., Chartered Accountants, Vadodara holdoffice up to the conclusion of the ensuing Annual General Meeting. The Company hasreceived a requisite certificate from them pursuant to Section 224 (1B) of the CompaniesAct, 1956 confirming their eligibility for reappointment as Auditor of the Company.
17. Corporate Governance :
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under Clause 49 of the Listing Agreement forms parts of theAnnual Report. The requisite certificate from Practicing Company Secretary confirmingcompliance with the conditions of corporate Governance as stipulated under aforesaidclause 49 is attached to this Report.
All the properties of the Company are adequately insured against various perils.
Your Directors expresses its gratitude to INTEGRA Holding AG, Switzerland for theirsupport.
Your Directors would like to express their gratitude for the assitance and co -operation received from Banks, Government Authorities, valuable customers, vendors and themembers of the Company for their continued support and also extends its appreciation tothe Employees of the Company at all levels, for their unstinted commitment, dedication andteam work.
FOR AND ON BEHALF OF THE BOARD,
INTEGRA Engineering India Limited.
Place : Halol
Date: 01st February, 2012