INTEGRA ENGINEERING INDIA LIMITED
(FORMERLY KNOWN AS SCHLAFHORST ENGINEERING (INDIA) LIMITED)
ANNUAL REPORT 2011
INTEGRA Engineering India Limited.
Yours Directors have pleasure in presenting the Thirtieth Annual Report
along with audited financial statements of the Company for the year ended
31st December, 2011.
1. Financial Results (Rupees in thousands)
For the year For the year
ended on 31st ended on 31st
December, 2011 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
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
In view of Company's long term working capital requirements and to part
finance capital expenditure, your Directors have thought fit to conserve
the resources for the business of the company and hence, do not recommend
any dividend on Equity Shares for the financial year ended on 31.12.2011.
3. Financial Performance:
During the year under review, your Company earned income of Rs. 96573 (in
'000) against Rs. 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 of Machinery 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
approved the Composite Scheme of Arrangement ('Scheme') in the nature of
Amalgamation of Integra India Group Company Limited (IIGCL/Transferor
Company) into Integra Engineering India Limited (IEIL/Transferee Company)
and Reorganization of share capital of IEIL. The Bombay Stock Exchanges has
vide its letter dated 31.10.2011 conveyed its No Objection to the propposed
Thereafter, as per directions of the Hon'ble High Court of Gujarat, a
meeting of Shareholders was held on 23.12.2011 and the members present in
the meeting had unanimously approved the said Scheme of Arrangement. The
Company has now filed petition in the Hon'ble High Court of Gujarat for
approval of the Scheme.
Since both the companies are subsidiaries of Integra Holding AG,
Switzerland and therefore belong to the same group of management, the Board
of Directors of both the companies have thought it appropriate to
amalgamate them for the purpose of achieving synergic advantages. It is
thought fit to combine all operations under one company. This would make
the administration easy and control systems more efficiently. The
amalgamated company would be in position to maximize its profits through
optimum utilisation of resources and minimizing the administrative and
operative costs. Thus, the amalgamation is expected 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 the Scheme, the Company should have a serviceable equity capital base,
the subscribed and paid up equity share capital of IEIL (the Transferee
Company) shall be reduced by reducing the paid 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 the existing production facilities which will
result into increase in the productivity and yield. Further it was decided
by the board to invest in powder coating plant in order to expand the
manufacturing capabilities of the company. The company envisages more such
capital investment for improving services for undertaking the contract
7. Management's Discussion and Analysis:
The Management Discussion and Analysis Report for the year under review as
stipulated under Clause 49 of the Listing Agreement entered in to with BSE
is presented in a separate section 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 of current practices.
9. Quality Accreditation:
The Company received ISO 9001: 2000 certification in December, 2006,
through M/s TUV India Private Limited, Mumbai. Further, in the year 2009.
re-certification Audit was conducted. Subsequently, in December 2010 and in
December 2011 Annual surveillance audits were conducted by the said company
and your Company having complied with norms, successfully advanced to ISO
9001: 2008. This ensures the continuous improvement in the existing quality
system and laid processes, which lead to total customer satisfaction for
both product as well as service rendered. This is a result of efforts and
inherent culture of the employees who yearn to deliver the best (optimum
quality) in all faces of activities.
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 any employees 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 accordance with the provisions of Section 260 of Companies Act, 1956,
Ms. Corinne Raez, was appointed as an Additional Director on the Board of
Directors of the Company, with effect from 18th April, 2011. Ms. Corinne
Raez will hold office upto the date of this Annual General Meeting and is
eligible for re-appointment.
Pursuant to and in accordance with the provisions of the Companies Act,
1956 and Article of Association of the Company, Mr. Adrian Oehler and Mr.
Shalin S. Divatia, retire from 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 have been followed by the Company:
(ii) Appropriate accounting policies have been selected and applied
consistently and such judgements and estimates have been made, 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 financial year ended on 31st December,
2011 and of the profit of the Company atz the year ended on that date.
(iii) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(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
from Schlafhorst Engineering (India) Limited to INTEGRA Engineering India
Limited with effect from 23rd May, 2011 and consequently, a fresh
Certificate of Incorporation, for change of name, was issued by the
Registrar of Companies, Gujarat.
14. Disclosure of Information on Energy Conservation & Technology
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 from exports and other activities amounted RS. 166 (in '000). The
total foreign exchange used for 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
The Company's Auditors M/s. K. C. Mehta & Co., Chartered Accountants,
Vadodara hold office up to the conclusion of the ensuing Annual General
Meeting. The Company has received a requisite certificate from them
pursuant to Section 224 (1B) of the Companies Act, 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 and adhere to the Corporate Governance requirements set out by
SEBI. The Report on Corporate Governance as stipulated under Clause 49 of
the Listing Agreement forms parts of the Annual Report. The requisite
certificate from Practicing Company Secretary confirming compliance with
the conditions of corporate Governance as stipulated under aforesaid clause
49 is attached to this Report.
All the properties of the Company are adequately insured against various
Your Directors expresses its gratitude to INTEGRA Holding AG, Switzerland
for their support.
Your Directors would like to express their gratitude for the assitance and
co - operation received from Banks, Government Authorities, valuable
customers, vendors and the members of the Company for their continued
support and also extends its appreciation to the Employees of the Company
at all levels, for their unstinted commitment, dedication and team work.
FOR AND ON BEHALF OF THE BOARD,
INTEGRA Engineering India Limited.
Date : 01st February, 2012
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Statements forming part of the Management Discussion and Analysis covered
in this report may be forward -looking within the meaning of applicable
securities laws and regulations. Actual results may differ materially from
those expressed in the statement. The Company takes no responsibility to
publicly amend, modify or revise any forward looking statements on the
basis of any subsequent developments, information or events.
Industry structure and development
The current World economic slowdown has its impact on every industry. The
Company has made substantial investments in new machinery, and in upgrading
technology and revamping the existing production facilities. Installation
of a new Powder Coating Plant in 2012 will provide an improved service to
the existing customers as well as it will be able to increase its customer
base. The Company is planning to introduce improved version of Draw Frame
during second half of 2012. Once the proposed merger is implemented the
Company expects to have a broader base to work on expansion of activities.
Opportunities, Threats, Outlook, risk and concerns:
The fortunes of Textile Machinery Industry are tied with the fortunes of
Textile Mills Industry which has enormous scope for large growth. As the
Textile Market is very cyclical Your Company is venturing into manufacture
/ components / processing for various engineering businesses. As Gujarat is
becoming a global hub for various engineering businesses, your Company is
finding better growth opportunities in manufacturing and engineering
business for Original Equipment Manufacturers (OEMs).
The risks are inherent with any type of business. The quantum and nature of
risk varies from industry to industry and other factors. Your Company faces
risks of slow down as a result of the global economic uncertainties, and
that of fluctuating commodity prices.
Internal control systems and their adequacy:
The company has adequate internal control systems commensurate with its
The Internal Audit is carried out by an independent firm of Chartered
Accountants on regular basis and corrective actions are taken where
shortcomings are identified. The Internal Auditors submit their quarterly
reports to the Audit Committee / the Board of Directors. Periodical MIS
Reports are submitted to the Audit Committee / Board for review. All the
fixed assets of the company are physically examined and recorded at regular
intervals. In all operational matters, the Company follows the systems and
procedures as set out in ISO 9001: 2008 certification manual.
Material development in Human Resources:
The Company regards its human resources as the most valuable asset and
proactively reviews and evolves policies and processes to attract and
retain good people. The Company continues its focus on attracting and
retaining the best talent in the industry. The Company makes continuous
effort to upgrade the knowledge of its present employees. As new business
challenges emerge, there is a need to continue to be a learning
organization that supports operational excellence, continuous improvement
and rising standards of performance at all levels. Towards this the Company
reviews the HR Policies from time to time.
By order of the Board of Directors,
For INTEGRA Engineering India Limited
Date : 01st February, 2012