Home  »  Company  »  Integra Engineering  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Integra Engineering India Ltd.

Dec 31, 2012

To, The Shareholders of INTEGRA Engineering India Limited.

The Directors have pleasure in presenting the Thirty First Annual Report along with audited financial statements of the Company for the year ended 31st December, 2012.

1. Financial Results

(Amount In Rs. 000)

For the year For the year ended on 31st ended on 31st December, 2012 December, 2011

Net Income from manufacturings trading 2,22,816 67,521

Income from services and other operating revenues 5,620 1,914

Other income (Interest, Lease, rent, etc) 15,357 27,138

Total Income 2,43,794 96,573

Profit/Loss before interest, depreciation, exceptional items, and taxation 7,041 7,837

interest 7,731 1,617

Depreciation 5,399 3,110

Exceptional items 16,923

Profit/(Loss) before Tax (23,011) 3,110

Income Tax. - -

Current Tax - 544

MAT Credit - (520)

Deferred Tax (11,073) -

Prior year tax adjustment - 211

Profit/(Loss)after Tax (11,939) 2,875

Notes:

Previous years'' figures have been regrouped wherever necessary to bring them in line with the current year''s representation of figures and are not comparable as such figures are standalone figures of the company before Amalgamation was effective.

2. Dividend:

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 31.12.2012.

3. Financial Performance:

During the year under review, your Company earned income of Rs. 2,43,793 (in ''000) against Rs. 96,573 (in ''000) in the previous year. The Performance for the year ended 31st December, 2012 is adversly affected by higher operating expenses and the requirement of provisions for exceptional items. The management is taking intiatives for a much better year ahead.

4. Segment wise performance:

The operations of the Company are limited to one segment, namely engineering and manufacturing of machinery, components and job work.

5. Amalgamation:

During the year under review, the Hon''ble High Court, Gujarat had vide its Order dated March 23, 2012 sanctioned the Composite Scheme of Arrangement ("Scheme") in the nature of Amalgamation of Integra India Group Company Limited (IIGCL) into Integra Engineering India Limited (IEIL) with appointed date 01.01.2011 and Reorganization of share capital of IEIL The Scheme has become effective on 11th June, 2012. Pursuant to the aforesaid amalgamation, your Company has issued and allotted 1,48,50,000 Equity Shares of 1/- each to the existing equity shareholders of M/s. Integra India Group Company Limited in the ratio of 2:27 and the said shares are now listed and traded with BSE. As a part of reorganization of its share capital, your Company has issued 1,93,95,196 Equity shares ofRs. 1/- each to its existing shareholders after reducing face value of its equity shares from 10/- per share to Rs. 1/- per share. The aforesaid shares are also now listed and traded with BSE.

Please refer notes to the accounts enclosed herewith for accounting treatment given for this scheme in your Company''s Books of Accounts. In view of this Scheme, the financial figures for this current financial year are not strictly comparable with the previous financial year.

Upon Scheme become effctive, the Company has undertaken the Undertaking of the erstwhile IIGCL with all its asstes, rights, interests and libalities situated at Halol - Champaner Road, P.O Chandrapura Village, Taluka Halol - 391520, District: Panchmahals, Gujarat and now the said undertaking has been termed as Unit-ll of the Company.

6. Capital Expenditure for year 2012:

The Board of Directors is pleased to inform you that during the financial year 2012, 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.

7. Details of Joint Venture Company and simultaneous reply on attention drawn by the Auditor''s at Para No. 4(e) (i) of their Report:

Gorba Integra Systems Private Limited (GISPL) is a Joint Venture Company of Integra India Group Company Limited (now amalgmated with the Company) and Gorba AG, Switzerland in which, 50 % stake is held by Integra India Group Company Limited. Pursuant to the amalgamation of Integra India Group Company Limited with Integra Engineering India Limited, GISPL became JV Company of your Company.

The Company has to recover an amount of Rs. 314.75 lacs for the supply of goods to GISPL. Due to the failure of the obligations of the other JV Partner, GISPL was unable to fulfill the requirements of its customers, thereby suffering losses and resulting ultimately in its inability to pay the dues owed to the Company.

The Company has therefore initiated appropriate legal and other actions, against the other JV Partner, pursuant to which the Company estimates a recovery by GISPL, of Rs. 280 lacs from the JV Partner, which shall be utilized to repay the Company''s dues. The balance of Rs.34.75 lacs receivable by the Company from GISPL has been provided for during the year under review.

8. Reply on attention drawn by the Auditor''s at Para No 4(e)(ii) of their Audit Report:

As per the opinion of the management, Deferred tax assets of Rs. 131.71 lacs on carried forward business loss/unabsorbed depreciation is recognised and carried forward only to the extent that there is virtual certainty and that sufficient future taxable income will be available against which such deferred tax assets can be realised.

9. 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 into with BSE is presented in a separate section forming part of the Annual Report.

10. Human Resouces:

Your Company has successfully absorbed employees at all levels of IIGCL pursuant to above referred Scheme of Amalgamation.

Employees, at all levels, are the strongest resource within the organization. Your Company has been taking full initiatives to effectively implement measures of safety, welfare and competence development, through effective in-house training and interaction.

11. Quality Accreditation:

During the year under review, the Company has successful 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.

12. 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.

13. Directors:

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, Mr. Rahul Divan, was appointed as an Additional Director on the Board of Directors of the Company, with effect from 13th June, 2012. Mr. Rahul Divan will hold office upto the date of the ensuing 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. Mahendra Sanghvi and Ms. Corinne Raez retire from the Board of Directors by rotation and are eligible for reappointment.

Mr. Jayvant Mehta has resigned as Director of the Company with effective from 28th April, 2012. The Directors place on record the appreciation of the services rendered by him whiile he was Director of the Company.

14. 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 the financial year ended on 31st December, 2012 and of the profit of the Company for the year ended on that date.

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting recods in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities.

(iv) The Annual accounts have been prepared on going concern basis.

15. Disclosure of Information on Energy Conservation &Technology Absorption:

Information pursuant to section 217(l)(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 31st December, 2012 is set out in a separate statement attached to this report and forms part of it.

16. Fixed Deposits:

The Company has not accepted any fixed deposits from public during the year.

17. Auditors:

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 (IB) of the Companies Act, 1956 confirming their eligibility for reappointment as Auditor of the Company.

18. 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.

19. Insurance

All the properties of the Company are adequately insured against various perils.

20. Acknowledgment:

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.

Adrian Oehler

Chairman

Place: Halol

Date: 31st January, 2013


Dec 31, 2010

The Directors submit their Twenty Ninth Annual Report & Audited Statement of Accounts for the year ended on 31st December, 2010.

1. FINANCIAL RESULTS

Current Year Previous Year Rupees Rupees (000) (000)

Net Income from

manufacturing 46,362 37,990

Income from trading

in spare parts 8.184 11,632

Other income

(Interest, Lease Rent, etc.) 17,237 22,418

Total operating income 71,783 72,040

Operating profit before depreciation,

Interest & taxation 5,558 15,298

Depreciation 3,292 3,732

Profit / (Loss) before Tax 2,266 11,566

Provision for taxation - 1,345

Profit / (Loss) after tax 2,266 10,221

Brought forward

balance of previous 196,162 206,383

year losses

(before prior year item)

Cumulative losses 192,636 196,162 carried forward



6. DIVIDEND

In view of the accumulated losses, your Directors do hot recommend any dividend for the year under review.

7. PARTICULARS OF EMPLOYEES:

a) The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees), Rules, 1975 for the year are as under:

Notes: Remuneration as above includes Salary, Companys contribution to Provident Fund and Superannuation Scheme, Leave travel Assistance, Medical Expense Reimbursement, other Allowances, Bonus/Ex-gratia, Personal Accident Insurance Premium, Companys Furniture, Equipments, Gas, Electricity and Gratuity - where applicable and Retirement benefit. None of the employees is relative of any Director of the Company.

b) All the employees liabilities namely Superanunuation, Gratuity & Leave Encashment have been fully funded with Life Insurance Corporation of India as on the date of this report.

8. DIRECTORS

a) Mr. Adrian Oehler, has been appointed as Additional Director on 3rd January 2011 and shall hold office up to the conclusion of the forthcoming Annual General Meeting. The Board recommended the name of Mr.Oehler as Director of the Company liable to retire by rotation. The resolution recommending the name of Mr. Oehler as mentioned in the notice attached to this report is with a request to accord your consent.

Mr. Oehler born on 7th November 1970 and is Lic. Oec HSG Master of Advanced Studies in Corporate Finance CFO with wide experience in Change Management, Strategic Management, Turnaround including Corporate Finance and Market Development and he is the CEO & Chairman of Integra Holding AG and Director of following other companies . such as:

Aquametro AG INTEGRA Biosciences AG INTEGRA Holding AG Immobiliengesellschaft Fadmatt INTEGRA Immobilien AG INTEGRA Personalvorsorgestiftung ORGU Stiftung Signal AG

SunVesta Holding AG . INTEGRA India Group Co. Ltd.

Mr. Oehler is not holding any share of the Company.

b) Mr. Shalin S. Divatia has been appointed as Additional Director on 3rd January 2011 and shall hold the office up to the conclusion of forthcoming Annual General Meeting. The Board recommended the name of Mr. Divatia as Director of the Company liable to retire by rotation . The resolution recommending the name of Mr. Divatia as mentioned in the notice attached to this report is with a request to accord your consent.

Mr. Divatia born on 8th January 1965 and is B.Com, LLB & FCA with 22 years experience of practicing Chartered Accountant and Director of other companies as under:

Paradigm Esop Consultants Pvt. Ltd.

Pyramid Referral Laboratories Pvt. Ltd.

Mr. Divatia is not holding any share of the Company.

c) Mr.Jayvant H. Mehta has been appointed as Additional Director on 3rd January 2011 and shall hold the office upto the conclusion of forthcoming annual general meeting. The Board recommended the name of Mr. Mehta as Director of the company Company liable to retire by rotation. The resolution recommending the name of Mr. Mehta as mentioned in the notice attached to this report is with a request to accord your consent.

Mr. Mehta born on 21st January 1939 and is B.Com, MBA from Liverpool (UK), Fellow, Institute of Cost and Management Accountants, London with experience as Chief Accountant and Management consultant for various companies in UK for a period of 8 years, Managing Director of Ireland based company for 5 years, Financial Controller of an Indian based company for 4 years and currently as Management Consultant & Financial Controller of various companies in India and abroad and is a Director of Sameer E-clipse (Products) Pvt. Ltd.

Mr. Mehta is not holding any share of the Company.

d) Mr. Mehendra Sanghvi has been appointed as Additional Director on 3rd January 2011 and shall hold the office upto the conclusion of forthcoming annual general meeting. The Board recommended the name of Mr. Sangvi as Director of the company liable to retire by rotation. The resolution recommending the name of Mr. Sanghvi as mentioned in the notice attached to this report is with a request to accord your consent.

Mr. Sanghvi born on 22nd February 1948, Chemical Engineer from Wayne State University,. USA, MBA from Toronto University, Canada with more than 36 years of experience in Plastic Industries. Presently he is the Managing Director of Shaily Engineering Plastics Ltd. He is a Member of Committee of Administration of the Plastics Export Promotion Council, Member of Managing Committee of the Federation of Gujarat Industries and has been Co-chairman of Overseas of Plastindia Foundation and Director of other companies such as:

Shaily Engineering Plastics Ltd. Panax Appliances Pvt. Ltd. Stallion Textiles Pvt. Ltd. Sunido Textiles Pvt. Ltd. IQMS ERP India Pvt. Ltd. Shaily-IDC (India) Pvt. Ltd. Munjal Auto Industries Ltd.

Mr. Sanghvi is not holding any share of the Company.

e) Mr. CBK Pillais term as Managing Director & Company Secretary came to an end on 30th dune 2010 and ceased to be a Director from 30th June 2010. The Board also put on records its appreciation of the valuable services rendered by Mr. Pillai.

f) With effect from 3rd January 2011, Mr. Ulrich Wunder & Mr. K.M. Thanawalla resigned. The Board put on records its appreciation of the valuable services rendered by Mr. Wunder & Mr. Thanawalla during their tenure as Nominee Directors of the Board.

g) With effect from 18th February 2011, Mr. Hemraj Asher& Mr. Sanjay Asher resigned. The Board put on records its appreciation of the valuable services rendered by Mr. Hemraj Asher & Mr. Sanjay Asher during their tenure as Directors of the Board.

9. 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 from exports and other activities amounted to Rs. 2.94 lacs (previous year Rs.NIL). The total foreign exchange used for imports and on account of various remittances amounted to Rs. 16.47 lacs (previous year Rs.33.01 lacs).

10. AUDITORS

The tenure M/s. Shah & Shah Associates as Auditors of the Company expires at the conclusion of the ensuing Annual General meeting. They have expressed their unwillingness to be re-appointed as Auditors. You are requested to appoint Auditors and fix their remuneration. M/s. K.C. Mehta & Co., Chartered Accountants, 2nd Floor, Meghdhanush, Race Course, Vadodara - 390 007, has expressed their willingness to act as Auditors of the Company.

11. INSURANCE

All the properties of the Company are adequately insured against various perils.

12. CEO / CFO CERTIFICATION:

This is to certify that -

a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief;

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

(ii) these statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered in to by the Company during the year which are fraudulent, illegal or violative of the companys code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in. the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit Committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the companys internal control system over financial reporting.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors confirm that

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The Directors had selected appropriate 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 and of the profit of the Company for the financial year 1st January 2010 to 31st December 2010.

c) That they had 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. The annual accounts have been prepared on a going concern basis.

15. ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation of the whole-hearted support given . by the Companys Collaborators, valuable customers and suppliers. The Directors also wish to express their appreciation of the co-operation received from the Shareholders and the employees at all levels.



For and on behalf of the Board Place: Halol

Date : 27th January, 2011 CHAIRMAN


Dec 31, 2009

The Directors submit their Twenty Eight Annual Report & Audited Statement of Accounts for the year ended on 31st December, 2009.

1. FINANCIAL RESULTS

Current Year Previous Year Rupees Rupees (000) (000)

Net Income from manufacturing 37,990 63,683

Income from trading in spare parts 11,632 13,689

Other income (Interest, Lease Rent, etc.) 22,418 16,017

Total income 72,040 93,389

Depreciation 3,732 4,924

Profit/(Loss) before Tax 11,566 14,769

Provision for taxation 1,345 215

Profit after tax 10,221 14,554

Brought forward balance of previous year losses 206,383 220,937

Cumulative losses 196,162 206,383

Deferred amount under VRS 12,294 --

Net worth 171,827 173,900

2. FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

a) During the year, 4 Draw Frames of the aggregate value of Rs.3.09 mio was sold as against 21 Draw Frames of the aggregate value of Rs. 18.42 mio in the previous year and job work aggregating to Rs.38.15 mio was executed as against Rs.54.31 mio in the previous year. Job work constituted around 69% of the total manufacturing income. The decrease of income from sale of spare parts from Rs.14.15 mio in the previous year to 11.85 Mio during the year under review is mainly on account of phasing out of old model Autoconers AC138 (which was discontinued in 1993) and AC 238 (which was discontinued in 1997) from the market. Other income includes interest from deposits of Rs.8.84 Mio (Rs.6.75 Mio in the previous year) and rent from the lease of companys Factory premise surplus to its current requirement of Rs.7.87 Mio (previous year Rs.7.26 Mio) and write back of provisions and liabilities no more required to be provided amounting to Rs.4.7 Mio. The net profit after provision for tax is Rs.10.22 Mio (14.1% of total income) as against Rs.14.6 Mio (15.6% of total income) in the previous year.

b) The current liabilities have decreased to Rs.13.4 Mio from Rs.14.1 Mio in the previous year which can at any time be met out of Rs.156 Mio current assets which includes cash of Rs.98.6 Mio in Fixed Deposits in various Banks. The preference shares which are repayable anytime after 15th December, 2006 (but before 28th October 2024) are yet to be redeemed. The Preference Share holder (Oerlikon) has sought the redemption of preference shares as early as possible.

c) Net cash addition from the operation for the year under review is Rs.8.2 Mio.

2A Qualification in Auditors Report

The Auditors in their report for the year under review vide para 4, subpara (iv) & (vi) has stated that the Company has not provided for the obsolete/ slow/non moving inventory worth Rs.4.7 Mio. No provision was made in the earlier years as effort for liquidating the stock was in process. However, provision has now been made in the first quarter January - March 2010.

3. SEGMENT WISE PERFORMANCE

The operations of the company are in a single segment of Textile Machinery - High Speed Draw Frame. The job work and the sale of spare parts are not considered as separate product segments.

5. DIVIDEND

In view of the carried forward accumulated losses, your Directors do not recommend any dividend for the year under review.

6. PERFORMANCE OF THE CURRENT YEAR:

Total income from sale of draw frames, job work, rental income and other receipts for the first quarter ended on 31 st March, 2010 was Rs. 11.2 Mio (previous year Rs.12.59 Mio). The operation of the company for the first quarter resulted in to a loss of Rs.5.9 Mio mainly on account of the write off of the obsolete/slow/non moving inventories of around Rs.4.5 Mio in respect of which the Statutory Auditors had made qualification in their Report for the year under review, deferred VRS expenditure of around Rs.0.8 Mio and additional contribution to the Gratuity Fund with Life Insurance Corporation of India of Rs.1.8 Mio., aggregating to Rs.7.1 Mio. The total orders pending execution as on 31st March 2010 stood at Rs.24.85 Mio (previous year Rs.29.38 Mio). No significant improvement in the operational performance is expected in the current year. However, no cash loss is anticipated.

7. PARTICULARS OF EMPLOYEES:

a) The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are as under:

Name & Date Designation Qualification of commence- & nature of & Experience ment of duties (including Employment experience in previous concerns, if any)

Mr. CBK Pillal Managing B.A., LLB, 09-02-1995 Director A.C.S. Overell 41 years Management

Name & Date Remune- Age Last employ- of commence- ration ment held ment of received Name of Employment during the Employer, year Post held (Rupees) & period

Mr.CBK Pillai Rs.19,25,151/- 60 Eimco Elecon 09-02-1995 (India) Ltd. Company Secretary 4 years

Notes: Remuneration as above includes Salary, Companys contribution to Provident Fund and Superannuation Scheme, Leave Travel Assistance, Medical Expense Reimbursement, other Allowances, Bonus/Ex-gratia, Personal Accident Insurance Premium, Companys Furniture, Equipments, Gas, Electricity and Gratuity - where applicable and Retirement benefit. None of the employees is relative of any Director of the Company.

b) All the employees liabilities namely Superanunuation, Gratuity & Leave Encashment have been fully funded with Life Insurance Corporation of India as on the date of this report. In the event of the whole of the remaining employees on the present roll of the company being given voluntary retirement benefit to make the Company employee free, the maximum liability would not exceed Rs.8 Mio.

8. DIRECTORS

1. Mr. Sanjay Asher retires by rotation at the ensuing Annual General Meeting of the company and is eligible for reappointment. The Board recommends that he be reappointed as Director.

Borne on November 26, 1964, Mr. Asher is a Solicitor, Bachelor of Laws (LLB), Bachelor of Commerce and is a Chartered Accountant. He is a legal practitioner with wide experience and is Director of several other companies as under:

Name of the Listed Companies Nature of interest

Finolex Cables Limited Director

Repro India Limited Director

Sharp India Limited Director

Sparsh BPO Services Limited Director

Shree Renuka Sugars Limited Director Sudarshan Chemicals Industries Limited Director

Mandhana Industries Limited Director

2. The other Directors on the Board are Mr. K.M.Thanawalla (DOB: December 24, 1942), is a graduate in Commerce, Fellow of Institute of Chartered Secretaries and Administration, besides being an Associate of Textile Institute, UK and British Institute of Management. He is presently Managing Director of Oerlikon Textile India Pvt Ltd (Registered Office: Maharashtra, Bombay) and has held various senior positions since 1965. Mr. Leen Osterloh (DOB: March 3, 1975) was appointed on April 30, 2008 as a Director nominated by the companys promoter. He is a graduate in Economics and held senior positions as Managing Director since 2002 and is the Chief Financial Officer of Oerlikon Textile GmbH & CO KG since 2006.

3. With effect from 28th October 2009, Mr.S.L. Mehta resigned. The Board put on records its appreciation of the valuable services rendered by Mr. Mehta during his tenure as Director, Chairman of the Board, Chairman of the company in General Meeting and the Chairman of the Audit Committee.

4. Mr. CBK Pillais term as Managing Director came to an end on 31st December 2009. He has successfully turned around the Company and for the purpose of consolidating the gains, the Board has re-appointed him for a further period of 6 months effective 1st January 2010 to 30th June 2010 as Managing Director on the terms & conditions as appearing in the notice convening the ensuing

Annual General Meeting. The Board recommends you for his re-appointment.

9. 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 from exports and other activities amounted to Rs. NIL. The total foreign exchange used for imports and on account of various remittances amounted to Rs.33.01 lacs.

10. AUDITORS

The tenure of Shah & Shah Associates as Auditors of the Company expires at the conclusion of the 28th Annual General Meeting. You are requested to appoint Auditors and fix their remuneration.

11. INSURANCE

All the properties of the Company are adequately insured against various perils.

12. CEO / CFO CERTIFICATION:

This is to certify that -

a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

(ii) these statements together present a true and fair view of the companys affairs and are in compliance with existing accounting standards, applicable laws and regulations.

b) There are, to the best of our knowledge and belief, no transactions entered in to by the Company during the year which are fraudulent, illegal or violative of the companys code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

d) We have indicated to the auditors and the Audit Committee

(i) significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the companys internal control system over financial reporting.

13. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 217 (2AA) of the Companies Act, 1956, your Directors confirm that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures. The Directors have selected appropriate 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 and of the profit of the Company for the financial year 1st January 2009 to 31st December 2009. 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. The annual accounts have been prepared on a going concern basis.

CBK PILLAI Y.J. SHAH

MANAGING DIRECTOR SR. MANAGER - FINANCE & ACCOUNTS

 
Subscribe now to get personal finance updates in your inbox!