DIRECTORS' REPORTDear Shareholders,
The Directors submit their Twenty Fourth Annual Report and the Audited Accounts of theCompany for the period ended 31st December,2010.
Financial Results
| | (Amount in Rs.) |
| 9 Months ended on 31st December, 2010 | 12 Months ended on 31st March, 2010 |
| Profit/(Loss) before taxation | (16,288,301) | 20,931,372 |
| Less: Provisions for taxation | (5,093,057) | 7,156,213 |
| Less: Short/ Excess) provision in respect of earlier years(net) | 870,465 | 1,059,753 |
| Profit / (Loss) after taxation | (12,065,609) | - |
| Less: Prior Period Item | 1,590,978 | - |
| Net Profit/(Loss) | (13,656,587) | 12,715,406 |
| Add: Balance brought forward from previous year | 54,126,245 | 44,596,614 |
| Profit available for appropriation | 40,469,658 | 57,312,020 |
| Appropriation: | | |
| Transfer to General Reserve | - | 1,390,000 |
| Proposed Dividend | - | 1,540,000 |
| Tax on distributed Profit | - | 2,55,775 |
| Surplus carried to Balance Sheet | 40,469,658 | 54,126,245 |
Dividend
In view of the financial performance of the Company, the Directors do not recommend anydividend for the year ended 31st December 2010.
Performance
The Company has changed its accounting year from 1st April - 31st March to1st January - 31st December. Consequently, the year under the report is fornine months compared to the previous year results for the twelve months ended 31stMarch, 2010. The performance for the period ended 31st December, 2010 is adverselyaffected by substantial decline in turnover, higher operating expenses particularlyfinancial expenses, high cost of input, etc. The management is taking corrective actionsfor a much better year ahead. Kindly refer Annexure-A reflecting management discussionsand analysis.
Transfer to Investor Education and Protection Fund:
In terms of Section 205C of the Companies Act, 1956 the unclaimed dividend amount(account 001105004584) aggregating to Rs.37,721 /- lying with the Company for a period ofSeven years pertaining to year ended on 31st March 2003, was transferred during the yearunder review, to the Investor Education and Protection Fund, established by the CentralGovernment.
Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo
The particulars as prescribed under clause (e), of sub-section (I) of Section 217 ofthe Companies Act, 1956, read with Companies (Disclosures of Particulars in the Report ofBoard of Directors)Rules, 1988, are given in the Annexure-B, attached here.
Human Resource
The strongest resource of the company is its employees. Your company has been investinginto development and training of employees at all levels to improve their abilities tocontribute towards the company's performance. Your company is also taking full initiativesto effectively implement measures of welfare, health and safety.
The Company's HR norms and policies are currently being reviewed in the light ofcurrent practices.
Quality Accreditations
It is reported with appreciation that the ISO Audit conducted by TUV INDIA in October2010 has been completed successfully. Your Company has received the ISO 9001:2008certification, now with a revised scope not only including design, manufacturing andsupply of Railway Control Systems but also manufacturing and supply of IntelligentTransport Systems and Power Products.
This accomplishment reflects the efforts of our employees, at all levels, individuallyand in team, who contribute towards customers satisfaction, in terms of product qualityand services.
Particulars of Employees
Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars ofEmployees) Rules, 1975, as amended is not applicable as the Company does not have anyemployee whose particulars are required to be disclosed under the said provisions.
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 judgments and estimates have been made, that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company at the end of financial periodended 31st December,2010 and of the profit of the company for the period endedon that 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.
Fixed Deposits
The Company has not accepted any Fixed Deposit from the public during the period underreview.
Compliance with the provisions of the Companies Act, 1956
As required under Section 383A of the Companies Act, 1956, a copy of the Certificatefrom Mr. Devesh A Pathak, the Secretary in whole time practice, regarding compliance withprovisions of the Companies Act, 1956, forming part of this report, is attached herewith.
Directors
Pursuant to and in accordance with the provisions of the Companies, Act, 1956 andArticles of Association of the Company, Mr K N Shenoy and Mr Adrian Oehler, retire fromthe Board of Directors by rotation and are eligible for re-appointment.
Mr. Ashok Dullu has resigned as Managing Director and Director of the Company witheffect from 15th November, 2010. The Directors place on record the appreciationof the services rendered by him while he was Managing Director of the Company.
Auditors
The Company's Auditors M/s. O. P. Rathi & Co., Chartered Accountants hold office upto the conclusion of the ensuing Annual General Meeting. The Company has received arequisite certificate from them pursuant to Section 224( IB) of the Companies Act, 1956confirming their eligibility for reappointment as Auditors of the Company."
Acknowledgement
The Board expresses its gratitude to INTEGRA Holding AG, Switzerland, Gorba AG,Switzerland and Moser-Baer AG, Switzerland for their continued support.
The Board also takes this opportunity to record its thanks to the Company's valuedCustomers , including ABB-Vadodara, and Suppliers, various Central and State GovernmentDepartments, Financial Institutions, Bankers, and the Shareholders of the Company fortheir continued support.
It also extends its appreciation to the Employees of the Company at all levels fortheir commitment, dedication and team work.
| For and on behalf of the Board of Directors, |
| Halol, Panchmahals | KN Shenoy |
| 27th January, 2011. | Chairman |
Annexure B to Directors' Report
(A) Conservation of Energy:
The Company does not have production, which is energy intensive. However, in theroutine use of electricity, we exercise all options to conserve the same.
(B) Technology Absorption:
The company has initiated actions helping us develop components, locally for ourtechnology partners. This will eventually become the base of our localization. Howeverthis year we have not spent very significant amounts, in this domain.
Our product range is based on the Technology from our Principles & partners abroad:
• INTEGRA Holding AG, Switzerland - Conventional Railway Signalling Technology(1987 as year of import)
• Gorba AG, Switzerland - Passenger Information Systems Technology (PIS) (2008 asyear of import)
• Moser Baer AG, Switzerland - Time Solution System Technology (TSS) (2009 as yearof import) The product range resulting from localizing the above Technology is briefly asunder:
Conventional Signaling Relay Systems
Signaling Relays
Domino Panels
Key lock Relays
Functional Groups
Pre Wired Base Plate
Passenger Information Systems
Exterior Displays: TOP LEAN LED Displays
Coach Displays (with integrated control unit): Top voyage LED CU2 TS
Interior Displays: INFORM LED Displays
Time Solutions
1 Slave Clock-Analog
2 Slave Clock-Digital
(C) Foreign Exchange Earnings and Outgo:
Foreign Exchange earned Rs. 2,495,751 Earned against Export Sales
Foreign Exchange used Rs. 16,731,534
Used for Import Material (Rs. 15,811,567), Foreign Travel (Rs. 134,567) & Dividend(Rs.785,400)
| For and on behalf of the Board of Directors, |
| Halol, Panchmahals | KN Shenoy |
| 27th January, 2011. | Chairman |
Compliance Certificate
C/N: L33 / 30GJ1987PLC00930S
To,
The Members,
INTEGRA INDIA GROUP COMPANY LIMITED
7/A, Rajpath Society, Old Padra Road, Vadodara-390 020.
We have examined the registers, records, books and papers of INTEGRA INDIA GROUPCOMPANY LIMITED (Formerly known as: Integra Hindustan Control Limited) (hereinafterreferred to as 'the Company') as required to be maintained under the Companies Act, 1956,(hereinafter referred to as 'the Act') and the rules made thereunder and also theprovisions contained in the Memorandum and Articles of Association of the Company for thefinancial year commencing from I-April, 2010 and ended on 31st December, 2010. In ouropinion and to the best of our information and according to the examinations carried outby us and explanations furnished to us by the Company, its officers and agents, we certifythat in respect of the aforesaid financial year:
1. The Company has kept and maintained all registers as stated in Annexure 'A' to thiscertificate, as per the provisions of the Act and the rules made thereunder and allentries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure 'B' to thiscertificate, with the Registrar of Companies, Regional Director, Central Government,Company Law Board or other authorities wherever applicable within the time prescribedunder the Act and the rules made there under.
3. The Company, being a Public Limited Company, has the minimum prescribed paid upcapital.
4. The Board of Directors duly met FOUR times respectively on 28th April, 2010,29th*July, 2010,29 October, 2010 and 15* November, 2010 in respect of which meetings, propernotices were given and the proceedings were properly recorded and signed including thecircular resolution passed in the Minutes Book maintained forthe purpose.5. The Companyclosed its Register of Members from 20* July, 2010 to 29* July, 2010 (both days inclusive)and necessary compliance of Section 154 of the Act has been made.
6. The Annual General Meeting for the financial year ended on 31 - March, 2010 was heldon 29* July, 2010 after giving due notice to the members of the Company and theresolutions passed thereat were duly recorded in the Minutes Book maintained forthepurpose.
7. No Extra-Ordinary General Meeting (EGM) was held duringthe financial year.
8. The Company has not advanced any loan to its directors or persons firms or companiesreferred in Section 295 of the Act.
9. The Company has not entered into any contract falling within the purview of theprovisions of Section 297 of the Act.
10. The Company has made necessary entries in the register maintained under Section 301of the Act.
11. As there were no instances falling within the purview of Section 314 of the Act,the Company has not obtained any approvals from the Board of Directors, Members or CentralGovernment.
12. The Board of Directors/duly constituted committee has approved the issue ofduplicate certificate.
13. (i) The Company has delivered all the certificates on lodgment fortransfer/transmission or any other purpose in accordance with the provisions of the Act.However, there was no allotment of securities duringthe financial year.
(ii) The Company has deposited the amount of dividend declared in a separate BankAccount, within five days from the date of declaration of dividend.
(iii) The Company has posted dividend warrants/drafts for dividend to all members orremitted Dividend vide ECS, in applicable cases, within a period of 30 days from the dateof declaration of dividend and that unclaimed/ unpaid dividend has been transferred toUnpaid dividend Account of the Company with ICICI Bank Ltd., Vadodara Branch, on29.08.2010.
(iv) As there was no application money due for refund, matured deposits, matureddebentures, and interest accrued thereon which have remained unclaimed or unpaid, for aperiod of seven years, the Company was not required to transfer any amounts to InvestorEducation and Protection Fund during the financial year. However, the Company hastransferred the amounts in unpaid Dividend Account which have remained unclaimed or unpaidfor a period of seven years to Investor Education and Protection Fund,
(v) The Company has duly complied with the requirements of Section 217 of the Act.
14. The Board of Directors of the Company is duly constituted. The appointments ofAdditional Director as well reappointment of retiring Directors were duly made,respectively. However, there was no appointment of Alternate Director and Directorto fillcasual vacancy during the financial year.
15. The appointment of Managing Director has been made in compliance with theprovisions of Section 269 read with Schedule XIII to the Act and hence approval of theCentral Government was not required in that behalf.
16. The Company has not appointed any Sole Selling Agent during the financial year.
17. The Company was not required to obtain any approvals of the Company Law Board,Regional Director, Registrar and/or such authorities as maybe prescribed under the variousprovisions of the Act
18. The Directors have disclosed their interest in other firms/ companies to the Boardof Directors pursuant to the provisions of the Act and the rules made thereunder.
19. The Company has not issued any shares, debentures or other securities during thefinancial year.
20. The Company has not bought back shares during the financial year.
21. There was neither redemption of preference shares nor debentures during thefinancial year as the Company has issued neither of them.
22. There were no transactions necessitating the Company to keep in abeyance the rightsto dividend, right shares and bonus shares pending registration of transfer of shares.
23. The Company has not accepted any deposits including any unsecured loans fallingwithin the purview of Section 58A during the financial year.
24. The amount borrowed by the Company during the financial year ended 31 - December,2010 is within the borrowing limits of the Company pursuant to section 293( I )(d) of theAct.
25. The Company has neither made any loans and investments nor given guarantee norprovided securities to any other body corporate.
26. The Company has not altered the provisions of the Memorandum with respect tosituation of the Company's registered office from one State to another during the yearunder scrutiny.
27. The Company has not altered the provisions of the Memorandum with respect to theObjects of the Company during the year under scrutiny.
28. The Company has not altered the provisions of the Memorandum with respect to Nameof the Company during the year under scrutiny and complied with the provisions of the Act.
29. The Company has not altered the provisions of the Memorandum with respect to ShareCapital of the Company during the year under scrutiny.
30. The Company has not altered its Articles of Association during the Financial year.
31. There was no prosecution initiated against or show cause notices received by theCompany during the financial year, for offences under the Act.
32. The Company has not received any security from its employees during the year undercertification.
33. Provisions of Section 418 of the Act are not applicable to the Company, as theCompany has not constituted separate Provident Fund within the meaning of Section 418 ofthe Act.
| For D. Pathak & Associates |
| Practising Company Secretaries |
| Date: 22.01.2011 | C S Devesh A. Pathak |
| Place: Vadodara | CP. No. 2306 |
Annexure - A To Compliance Certificate
Registers as maintained by the Company
1. Register of Charges u/s 143
2. Register of Members u/s 150
3. Register of Transfers
4. Books of Account u/s 209
5. Register of Directors, Managing Director, Manager and Secretary u/s 303.
6. Register of Directors shareholding u/s 307.
7. Register of Investments or loans made, guarantee given or security provided u/s372A.
8. Register of Renewed and Duplicate Certificate under Rule 7 of the Companies (Issueof Share Certificate) Rule, 1960.
9. Minutes for meetings of the Board of Directors and General Meetings.
Annexure - B To Compliance Certificate
Forms and Returns as filed by the Company with the Registrar of Companies, RegionalDirector, Central Government or other authorities duringthe financial year ended on 31 -December, 2010.
1) Form 32 for appointment of Managing Director of the Company w.e.f. 28.04.2010 filedu/s 303(2) of the Act vide SRN A89459499 dated 19.07.2010.
2) Form 25Cin respect of appointment of Mr. Ashok Kumar Dullu as a Managing Directorw.e.f. 28* April, 2010 filed u/s 269(2) and Schedule XIII of the Act, 1956 on 19.07.2010vide SRN A89462543.
3) Form No. 66 (Compliance Certificate) for the year ended on 31.03.2010, filed u/s383A on 21.08.2010 vide SRN P49941198.
4) Form No. 23AC (Balance Sheet) as at 31 - March, 2010 and 23 ACA (Profit & Loss)for the year ended on 31.03.2010 filed u/s 220 on 21.08.2010 vide SRN P49942295.
5) Form 23 in respect of appointment of Mr. Ashok Dullu as a Managing Director of theCompany filed u/s 269 read with 198, 309 and 310 of the Act on 25.08.2010 vide SRNA92312156 dated.
6) Form No. 20B (Annual Return) as at 29.07.2010 filed under Section 159 & 161 on27.08.2010 vide SRN P50415629.
7) Form 1 in respect of unpaid/unclaimed dividend for the year 2002-03 filed under Rule3 of the Investor Education and Protection Fund (Awareness and Protection of Investors)Rules, 2001 on 29.10.2010 vide SRN A97043053.
8) Forms 32 in respect of resignation of Mr. Ashok Dullu from the Managing Directorshipof the Company w.e.f. 15.11.2010 filed u/s 303(2) of the Act on 26.11.2010 vide SRNA99100133.