INTEGRA Engineering India Limited
Your Directors are pleased to present the Thirty third Annual Report of the Company together with the audited Accounts for the 15 months period ended on March 31, 2015. The working results of the Company for the 15 months period ended on March 31, 2015 vis--vis those of the previous year are summarized below :
(Amount in Rs 000)
|For the period ended on 31st March, 2015||For the year ended on 31st December, 2013|
|Net Income from manufacturing & trading||250,386||221,991|
|Income from services and other operating revenues||31,876||8,734|
|Other income (Interest, Lease, rent, etc)||20,275||16,870|
|Profit / Loss before interest, depreciation, exceptional items, and taxation||19,360||5,116|
|Loss before Tax||(1,187)||(9,148)|
|Prior year tax adjustment||(1,062)||(147)|
|Loss after Tax||(125)||(7,184)|
Previous years' figures have been regrouped/ reclassified wherever necessary to bring them in line with the current period's representation of figures.
Change in Financial Year:
The Board of Directors of the Company at their meeting held on July, 30, 2014 approved the change in the financial year of the Company from January-December to April-March to comply with the requirements of the Companies Act, 2013. In view of this, the current financial year is for a period of 15 months i.e. January 1, 2014 to March 31, 2015.
The Ministry of Corporate Affairs vide Circular No. 08/2014 dated April 4, 2014 clarified that the provisions with respect to preparation of financial statements and Board's Report under the Companies Act, 2013 are applicable for companies whose financial year commenced on or after April 1, 2014. Our financial year commenced on January 1, 2014. Therefore, the financial statements and the documents required to be attached thereto, the auditors' and directors' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made thereunder.
Business Performance 2014 - 15:
General growth of the Economy has been constant in the year 2014-2015. Engineering sector, in particular, was stable and your Company's growth in the year under consideration was steady.
During the period under review, your Company earned income (Net of Excise Duty) of Rs 2822.62 lacs against Rs 2307.25 lacs in the previous year. Loss before tax for the period was Rs 11.87 lacs against Rs 91.48 lacs including exceptional items w/off Rs 27.13 lacs in the previous year. Loss after tax for the period was Rs 1.25 lacs against the Rs 71.84 lacs including tax write back of Rs 19.64 lacs in the previous year.
During the year Company has seen an improvement in Railway sector and power sector due to positive actions taken by the new Government. The medium term to long term growth prospects look positive in view of the Government's determination to bring in reforms and boost the infrastructure sector. For the year 2015-16, the company is expected to grow at higher rate than in the current period. Your Company is finding better growth opportunities in manufacturing and engineering business for Original Equipment Manufacturers (OEMs). As your Company has expertise in engineering, manufacturing and assembly of various engineering products and components, it is looking for many growth opportunities as a single window supplier to OEMs. During the period your company has introduced new own product (Fuse Monitoring Automatic Changeover System) in the Railway Sector which will contribute better in 2015-16 against current period. Also company's continued focus on cost reduction and various other customer excellence initiatives should help in presenting an improved performance.
Considering current economic scenario all round efforts are being put in by widening various new business avenues for a sustainable growth.
In view of the financial performance of the Company, your Directors do not recommend any dividend on Equity Shares for the financial year ended on March 31, 2015.
Segment wise performance :
The operations of the Company are limited to one segment, namely engineering and manufacturing of machinery, components and job work.
CAPEX for the period January 2014 to March 2015:
The Board of Directors is pleased to inform you that during the period, your Company continued to make investments into new machinery, upgrading the technology and revamping the existing production facilities which will result into increase in the productivity and yield. The company envisages more capital investments for improving services for undertaking engineering and manufacturing business.
Effect of Depreciation:
Your Company has early adopted Part C of Schedule II to the Companies Act, 2013 (the Act) from January 1, 2014. Accordingly the Company has reassessed the remaining useful life of fixed assets in accordance with the provisions prescribed under Schedule II to the Act. In case of assets which have completed their useful life, the carrying value (net of residual value) as at January 1, 2014 amounting to Rs 41.66 lacs has been adjusted to Statement of Profit and Loss and in case of other assets the carrying value (net of residual value) is being depreciated over the revised remaining useful life.
The depreciation and amortisation expense charge for the period ended March 31, 2015 would have been lower by Rs 75.93 lacs had the Company continued with the previous assessment of useful life of such assets.
The Board consists of all non-Executive Directors including Independent Directors who have wide and varied experience in different disciplines of corporate functioning.
Ms. Corinne Raez, non-executive Director retires by rotation and being eligible, seeks re-appointment at ensuing 33rd Annual General Meeting. Pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013 and subject to the approval of Shareholders in the ensuing Annual General Meeting, Mr. Shalin Divatia, Rahul Divan, Mr. Bhargav Patel and Mr. Mahendra Sanghvi proposed to be appointed as the Independent Directors of the Company for a period of five years, not liable to retire by rotation.
The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements so as to qualify for their appointment as an Independent Director under the provisions of the section 149 of the Companies Act, 2013. The Board confirms that the said Independent Directors meet the criteria as laid down under the Companies Act, 2013.
Directors' Responsibility statement :
Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956 and on the basis of information and advice received by them, your Directors confirm that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same. b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2015 and of the loss of the company for the year ended on that date. c. the Directors have taken proper and sufficient care 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. d. the Directors have prepared the annual accounts on a going concern basis.
Disclosure of Information on Energy Conservation & Technology
Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 for the year ended March, 31 2015: -
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 period under review from exports and other activities amounted Rs 318 (in '000), the total foreign exchange used for imports and on account of various remittances amounted to Rs 3313 (in '000).
Particulars of employees:
The information required pursuant to 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 provision.
Internal Control Systems and AUDIT:
Company has a proper and adequate system of Internal Control commensurate with its size and the nature of its operations to ensure that all assets are safeguarded and protected against loss from un-authorised use or disposition and those transactions are authorised, recorded and reported correctly.
The Audit of Internal control system is carried out by an Independent firm of Chartered Accountants on a half-yealy basis and corrective actions are taken where shortcomings are identified. The Internal Auditors submit their half-yearly reports to the Audit Committee and the Board of Directors. Periodical MIS Reports are submitted to the Audit Committee and the Board for review. All the fixed assets of the company are physically examined and recorded at regular intervals.
The Board of Directors at the recommendation of the Audit Committee re-appointed M/s. Shah & Shah Associates, Chartered Accountants, Vadodara as Internal Auditors of the Company for the financial year 2015-16.
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 further makes continuous efforts to upgrade the knowledge and skills 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. With this in mind the Company reviews the HR Policies from time to time.
Quality Accreditation :
During the year under review, the Company has successfully renewed its ISO 9001:2008 accreditation with TUV India Private Limited for both of its Units. This accreditation ensures the continuous improvement in the existing quality system and laid processes, which lead to total customer satisfaction for products relating to both the units as well as services rendered by them, respectively. This is a result of efforts and inherent culture of the employees who are committed to deliver their best in all spheres of activities.
Vigil Mechanism / Whistle Blower Policy:
The Company has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy. The Whistle Blower Policy is available on the website of the Company.
The Company has not accepted any fixed deposits from public during the year.
Statutory Auditors :
The Company's Auditors, K. C Mehta & Co., Chartered Accountants, Vadodara who retire at the conclusion of this Annual General Meeting of the Company being eligible for re-appointment for a period of five years. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Statutory Auditors of the Company.
Pursuant to the SEBI's Circular No. CIR/CFD/POLICY CELL/7/2014, dated September 15, 2014 Revised Clause 49 of the Listing Agreement is not applicable as the paid up Equity Share capital not exceeding Rs 10 crore and Net Worth not exceeding Rs 25 crore, as on the last day of the previous financial year. Therefore, the Report on
Corporate Governance is not appended herewith. However, the Company is committed to maintain the highest standards of Compliance as required under Companies Act and Listing Agreement except Clause 49. Insurance :
All the properties of the Company are adequately insured against various perils.
ESOP Scheme (2015) :
Your Company proposes to implement an Employee Stock Option Plan to incentivize its employees who are in permanent employment of the Company, including any Director of the Company, whether whole time or otherwise, through Employee Stock Option Plan Trust - 2015 ("Trust") constituted/ to be constituted for the purpose, options exercisable into not more than 8,00,000 (Eight Lakh) equity shares of the Company of face value Rs 1/- each, under one or more employee stock option schemes in one or more tranches and on such terms and conditions as may be fixed or determined by the Board in accordance with the provisions of the law or guidelines issued by the relevant Authority.
Your Directors express their gratitude to INTEGRA Holding AG, Switzerland for its support.
Your Directors would also like to express their gratitude for the assistance and co-operation received from Banks, Government Authorities, valuable customers, vendors and the members of the Company for their continued support and also extend their 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.
[DIN : 00360332]
Place : Wallisellen
Date : June 11, 2015
Adrian Oehler , Chairman
Shalin S Divatia , Director
Mahendra Sanghvi , Director
Amish Sheth , Company Secretary
Company Head Office / Quarters:
Taluka Halol Dist Panchmahals,
Phone : Gujarat-91-02676-221870/222772/73/74 / Gujarat-
Fax : Gujarat-91-02676-220887 / Gujarat-
E-mail : email@example.com
Web : http://www.integrengineering.in
Link Intime India Pvt Ltd
B-102&103 Shangrila,Complex First Floor,Akota,Vadodara - 390 020