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Directors Report of Integra Engineering India Ltd.

Mar 31, 2017

To,

The Members

Integra Engineering India Limited

Post Box No. 55, Chandrapura Village ,

Taluka Halol, Panchmahal-389350, Gujarat.

The Directors are pleased to present their Thirty Fifth Board''s Report together with the Audited Financial Statements for the year ended on March 31, 2017

1. Financial summary or highlights of performance of the Company:

(Amount in Rs.000)

Particulars

Current year 2016-2017

Previous year 2015 - 2016

Total Sales & Other Income

354,989

287,534

Profit before Finance Cost, Depreciation, Extraordinary items & Taxes

37,714

28,197

Less: Finance Cost

280

1,283

Less: Depreciation & Amortization

8,135

7,603

Profit / (Loss) before Prior Period items and Tax

29,299

19,311

Add: Exceptional and Extra Ordinary Items

NIL

NIL

Profit / (Loss) Before Tax

29,299

19,311

Tax Expenses

8,416

6,293

Profit / (Loss) After Tax

20,883

13,018

Balance brought forward from previous year

35,416

22,398

Profit available for appropriation

56,299

35,416

Appropriation : issue of bonus shares

NIL

NIL

Balance carried to Balance Sheet

56,299

35,416

Paid up capital

158,245

158,245

Reserves and Surplus

114,156

93,273

During the year, your Company has been accredited with ISO 9001:2015 certification.

All significant accounting policies and material transactions have been disclosed in notes on accounts to the Balance Sheet as on 31st of March, 2017.

2. Dividend:

In view of the need to conserve the resources of the Company, the Directors of the Company do not recommend dividend for the year.

3. Reserves:

The Company proposes to carry Rs.20,883,000 to the Reserves from net profits of Rs.20,883,000. All the Requirements as laid down in Companies Act, 2013 and Rules made there under are complied with.

4. Brief description of the Company''s working during the year/State of Company''s affair:

Total Revenue from Operation (net of excise duty) during the financial year 2016-17 is Rs.353,356,000 (Previous Year Rs.290,855,000) showing an increase of 21.5% over the previous year.

During the coming year more focus will be put on increasing operational efficiency and increasing turnover.

5. Change in the nature of business:

There was no change in the nature of business during the financial year 2016-17.

6. Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of report:

No material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

7. Details of significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and company''s operations in future:

No significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the financial year and or subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

8. Details in respect of adequacy of internal financial controls with reference to the Financial Statements

The Company has appointed an internal auditor for adequacy of internal financial controls and your Board has taken adequate care for financial control.

9. Performance and financial position of each of the subsidiaries, associates and joint venture Companies:

There is one associate and one holding company of "Integra Engineering India Limited". However, as par Section 129 of the Companies Act, 2013 there is one explanation wherein expression of subsidiary companies includes associate companies. Therefore as per section 2(87) of the Companies Act, 2013, M/s. "Integra Systems Private Limited" is not considered as Subsidiary Company because it is a associate Company of "Integra Engineering India Limited" but as per Section 129, Company is required to provide consolidated statements along with Form AOC-1, which is attached after the conclusion of financial statements.

10. Deposits:

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, details relating to deposits, covered under Chapter V of the Act is not applicable

11. Share Capital:

During the year under review, the Company has not issued any securities nor has granted any stock option or sweat equity.

12. Extract of Annual Return:

The extract of the annual return in Form No. MGT - 9 forming part of the Board''s report is attached herewith as Annexure-A.

13. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached herewith Annexure-B.

14. Corporate Social Responsibility (CSR):

Since the Company''s net worth does not exceed Rs.500 crores or Company''s turnover, does not exceed Rs.1000 crores and the Company''s net profit does not exceed Rs.5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

15. Directors:

A) Changes in Directors and Key Managerial Personnel Changes in Directors and Key Managerial Personnel during the financial year 2016-17 are as follows:

Sr. No.

Name of Director/Key Managerial Personnel

Designation

Category

Date of Appointment

Date of Cessation

1

Satish Parekh [DIN:01761679]

Non Executive Director

Non Promoter Group

30.05.2016

11.05.2017

2

Utkarsh Pundlik

Chief Executive Officer

N.A.

01.09.2016

N.A.

B) Declaration by an Independent Director(s):

A declaration by Mr. Shalin Divatia, Mr. Rahul Divan, Mr. Bhargav Patel and Mr. Mahendra Sanghvi Independent Directors that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 have been given.

The Board of Directors declares that the Independent Directors Mr. Shalin Divatia, Mr. Rahul Divan, Mr. Bhargav Patel and Mr. Mahendra Sanghvi in the opinion of the Board are:

a) persons of integrity and they possess relevant expertise and experience;

b) not a promoter of the Company or its holding, subsidiary or associate company;

c) not related to promoters or directors of the company, or its holding, subsidiary or associate company;

d) have/had no pecuniary relationship with the company, its holding or subsidiary or associate company or promoters or directors of the said companies during the two immediately preceding financial years or during the current financial year;

e) none of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoters or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year;

f) neither they nor any of their relatives -

i. hold or have held the position of a key managerial personnel or are or have been employees of the Company or its holding, subsidiary, associate company in any of the three financial years immediately preceding the current financial year.

ii. are or had been employee or proprietor or a partner in any of the three financial years immediately preceding the current financial year of

a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company or

b) any legal or consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of gross turnover of the said firm;

iii) hold together with their relatives two percent or more of the total voting power of the company or

iv) is a Chief Executive or director of any non-profit organization that receives twenty-five percent or more of its receipts from the company, any of the promoters or directors of the company or its holding, subsidiary or associate company or that holds two percent or more of the total voting powers of the company;

g) possess qualifications prescribed in Rule 5 of The Companies (Appointment and Qualification of Directors) Rules, 2014.

C) Formal Annual Evaluation.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and individual Directors which includes criteria for performance evaluation of executive directors and non-executive directors. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its committee. The Board of Directors has expressed their satisfaction with the evaluation process.

16. Meetings:

A calendar of Meetings is prepared and circulated in advance to the Directors.

During this year, four Board and five Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the erstwhile Listing Agreement.

Statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors has been given in the Report of Corporate Governance.

17. Details of establishment of whistle blower policy for directors and employees

The Company has framed a whistle blower policy in terms of Companies Act, 2013 and the same may be accessed on the Company''s website. Every employee of the Company can directly report to the Chairman of the Audit Committee when she / he become aware of any actual or possible violation of the Code or an event of misconduct, act of misdemeanor or act not in the company''s interest.

18. Particulars of loans given, guarantees given, investments made and securities provided

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note 12 to the Financial Statements.

19. Particulars of contracts or arrangements with related parties Particulars of contracts or arrangements with related parties are given in Form AOC-2 enclosed as (Annexure-C).

20. Managerial Remuneration

Disclosures pursuant to section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed herewith (Annexure-D).

21. Auditors:

- Statutory Auditors

M/s. K. C. Mehta & Co., Chartered Accountants, bearing FRN: 106237W, the Statutory Auditors of the Company hold office until the conclusion of the ensuing 35th Annual General Meeting and are recommended for reappointment until the conclusion of the 38th Annual General Meeting of the Company, subject to ratification of members. Based upon the declaration on their eligibility, consent and terms of engagement, your Directors propose their re-appointment in the 35th Annual General Meeting of the Company.

-Internal Auditors

M/s. Shah and Shah Associates, Chartered Accountants, Vadodara have been appointed as Internal Auditors of the Company in terms of Section 138 of the Companies Act, 2013 and rules & recognition, made thereunder, for the Financial Year 2017-18 by the Board of Directors, upon recommendation of the Audit Committee.

- Secretarial Auditors

M/s. Devesh Vimal & Co., Company Secretaries in practice, based in Vadodara, Gujarat, were appointed as Secretarial Auditors, to carry out Secretarial Audit of the Company, In terms of provisions of Section 204 of the Companies Act, 2013, a Secretarial Audit Report has been annexed to this Report with (Annexure - E)

Explanation or Comments on disqualifications, reservations, adverse remarks or disclaimers in the Auditor''s Reports;

There have been no disqualifications, reservations, adverse remarks or disclaimers in the Statutory Auditor''s reports, requiring explanation or comments by the Board.

There have been no disqualifications, reservations, adverse remarks or disclaimers in the Secretarial Auditor''s reports, requiring explanation or comments by the Board.

22. Corporate Governance Report

The Company has been following the principles and practices of good Corporate Governance and has ensured compliance of the requirements stipulated under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed report on Corporate Governance as required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is appended along with the Corporate Governance Report, issued by M/s. Devesh Vimal & Co., Company Secretaries, Vadodara, Gujarat, the Secretarial Auditors, confirming the compliance of conditions on Corporate Governance forms part of the Board Report with (Annexure-F).

23. Management Discussion and Analysis Report

A report on Management Discussion and Analysis, as required in terms of Regulation 34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Report and it deals with the Business Operations and Financial Performance, Research & Development Expansion & Diversification, Risk Management, Marketing Strategy, Safety & Environment, Human Resource Development, etc. in (Annexure - G).

24. Risk management

The Management has put in place adequate and effective system and man power for the purposes of risk management. In the opinion of the Board, there are no risks which would threaten the existence of the Company.

25. Directors'' Responsibility Statement

Your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

b) that the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) that the directors had prepared the annual accounts on a going concern basis; and

e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rule there under. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

No Complaint has been received by the Committee during the year.

27. Directors Training & Familiarization

The Directors are regularly informed during the meetings of the Board and the Committees, of the activities of the Company, its operations and issues facing the Engineering Industry. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialization and knowledge of the engineering industry, their training and familiarization were conducted in the below mentioned areas:

- The Roles, Rights, Responsibilities and Duties of

Independent Directors Business Development Strategy and Plans Changes brought in by the introduction of the Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 New SEBI Regime - Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

28. Audit Committee

The Audit Committee of the Board consists of Four Independent and One Non-Executive Director.

The composition, role, terms of reference as well as power of the Audit Committee are in accordance with the provisions of Regulation 18 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 and Section 177 of the Companies Act, 2013 and rules / regulations made there under.

Audit Committee Composition during F.Y. 2016-17

Name of the Director

Category

Status

Mr. Shalin Divatia

Independent Director

Chairman

Mr. Rahul Divan

Independent Director

Member

Ms. Corinne Raez

Non-Executive Director

Member

Mr. Bhargav Patel

Independent Director

Member

Mr. Mahendra Sanglw

Independent Director

Member

The details of all related party transactions are placed periodically before the Audit Committee. All the recommendations made by the Audit Committee were accepted by the Board. The Company has in place a Vigil Mechanism; details of which are available on the Company''s website.

29. Nomination and Remuneration Policy

Your Board has adopted has adopted a Nomination and Remuneration Policy as required by Section 178 of the Companies Act, 2013, The Policy provides for the appointment and removal of Directors, Key Managerial Personnel and Senior Management employees and their remuneration. The terms of reference of the Nomination and Remuneration Committee are given in the Report on Corporate Governance under the section "Nomination and Remuneration Committee".

On March 31st, 2017, the Board consists of seven members, three of whom are Non-Executive, and four are Independent Directors.

30. Nomination and Remuneration Committee

In compliance with Section 178 of the Companies Act, 2013, Your Company has in place a "Nomination and Remuneration Committee".

The powers, role and terms of reference of the Nomination and Remuneration Committee covers the areas as contemplated under Regulation 19 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 178 of the Companies Act, 2013, and rules and regulations, made there under, besides other terms as may be referred by the Board of Directors. The terms of reference of the Nomination and Remuneration Committee, number and dates of meeting held, attendance of the Directors and remuneration paid to them are given separately in the attached Corporate Governance Report under the section "Committees of the Board".

31. Orders passed by the Regulators or Courts or the Tribunals

There are no significant and material orders passed by the Regulators or Courts or Tribunals that may impact the going concern status of the Company''s operation.

32. Acknowledgements

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

Sd/-

Adrian Oehler

Chairman & Non-Executive Director

DIN:00360332

Place : Halol

Date: May 11, 2017


Mar 31, 2016

The Members

Integra Engineering India Limited

Post Box No. 55, Chandrapura Village ,

Taluka Halol, Panchmahal-389350. Gujarat.

The Directors are pleased to present their Thirty Fourth Board''s Report together with the Audited Financial Statements for the year ended on March 31, 2016

1. EXTRACT OF ANNUAL RETURN: {Section 92 (3)} In Form MGT-9 enclosed as Annexure - A.

2. NUMBER OF BOARD MEETINGS: (Section 134)

The Board of Directors duly met 5 times on 13/05/2015, 12/08/2015, 03/11/2015, 05/12/2015 and 10/02/2016.

3. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

i) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

ii) 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 at the end of the financial year and of the profit and Loss of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The directors have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively.

vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

4. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS (Section 134):

1. Mr. Shalin Divatia

2. Mr. Rahul Divan

3. Mr. Bhargav Patel

4. Mr. Mahendra Sanghvi

were the Independent Directors on the board during the year being more than one third of the total strength of the board and have remained independent throughout the year as contemplated in sub section (6) of section 149 and has submitted statement of declaration for the year as well .

5. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION: {Section 178 (3) and 178 (4) }

The Company has duly established a Nomination and Remuneration Committee. The Committee has presented to the Board the policy with respect to remuneration for the directors, key managerial personnel and other employees. The policy is presented as follows:

The appointment or reappointment of a director is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required by the post. Remuneration :

There are no Whole-time Directors of the company and thus no remuneration is paid by the Company.

The Nomination and Remuneration Committee also recommends the sitting fees which is required to be paid to Non Executive Directors and Independent Directors of the company.

Appointment:

As per the Articles of Association of the Company, one third strength of the Board is required to retire by rotation at the ensuing Annual General Meeting. Mr. Adrian Oehler are liable to retire by rotation at the ensuing Annual General Meeting.

6. AUDITORS, SECRETARIAL AUDITORS AND REPLY TO THEIR RESPECTIVE

QUALIFICATIONS :

Auditors:

M/s. K. C. Mehta & Co. Chartered Accountants, bearing FRN. 106237W who are the statutory auditors of the Company, hold office, in accordance with the provisions of the Act up to this Annual General Meeting and from whom necessary consent has been obtained under section 141 of the Companies Act, 2013 are eligible for re-appointment as required under the provisions of Section 139 of the Companies Act, 2013 from the conclusion of this Annual General Meeting till the conclusion of Thirty Eighth Annual General Meeting of the Company subject to ratification of the Members at every Annual General Meeting and at a remuneration as may be decided by the Board. The Company has received the necessary eligibility certificate from the Auditors and the Directors recommend the resolution at item no. 3 of the notice for the approval of the members.

The Auditors in their Audit Report/in the Annexure to their Audit Report have not provided with any qualification.

7. SECRETARIAL AUDIT:

Secretarial Audit Report in terms of Section 204 (1) is enclosed as Annexure B.

M/s. Devesh Vimal & Co., Practicing Company Secretaries were engaged by the Board for the purposes of Secretarial Audit for the year ended on 31/03/2016.

The Secretarial Auditors in their Secretarial Audit Report/in the Annexure to their Audit Report have not provided with any qualification except following observations:

(a) We have been given to understand that the Company is in process of making payment to the shareholders of erstwhile Integra India Group Company Limited (''Transferor Company'') entitled to payment in lieu of fractional shares entitlement in terms of amalgamation of the transferor Company with the Company approved by Hon''ble High court of Gujarat.

Explanation: This observation is self explanatory.

(b) The Company has neither MD nor CEO nor Manager nor Whole Time Director since resignation of Mr. Milind Shingate as CEO w.e.f. 10th March, 2016 as required u/s. 203 of the Companies Act, 2013. However, the Board to fill up either of the resultant vacancy within six months from the date of such vacancy.

Explanation: Company will be filling up such vacancy within six months from the date of such vacancy.

8. LOANS, GUARANTEES AND INVESTMENTS BY COMPANY (Section 186)

The Company has not given any loan or security or made any investment during the financial year 2015-16. However, Bank gaurantee was issued by the Company to its Customer of Rs..25,00,000/- and which was expired as on 31st of December, 2015. Further, bank gaurantee of Rs.. 2,85,000/- has been issued as on 31st of March, 2016 and they will expire in the financial year 2016-17 and 2017-18.

9. RELATED PARTIES TRANSACTION

In Form AOC-2 enclosed as Annexure C

10. FINANCIAL RESULTS:

(Amount in Rs.000)

Particulars

Current year 2015-2016

Previous period (Jan 2014- Mar 2015)

Total Sales & Other Income

287,535

302,536

Profit before Finance Cost, Depreciation, Extraordinary items & Taxes

28,197

19,360

Less: Finance Cost

1,283

4,883

Less: Depreciation & Amortization

7,603

15,664

Profit / (Loss) before Prior Period items and Tax

19,311

(1,187)

Add: Exceptional and Extra Ordinary Items

NIL

NIL -

Profit / (Loss) Before Tax

19,311

(1,187)

Tax Expenses

6,293

(1,062)

Profit / (Loss) After Tax

13,018

(125)

Balance brought forward from previous year

22,405

22,530

Profit available for appropriation

35,423

22,405

Appropriation : issue of bonus shares

NIL

NIL

Balance carried to Balance Sheet

35,423

22,405

Paid up capital

158,245

158,245

Reserves and Surplus

93,280

80,262

11. RESERVES:

The Company proposes to carry Rs.1,30,18 (Rs.000) to the Reserves from net profits of Rs. 1,30,18 (Rs.000). All the Requirements as laid down in Companies Act, 2013 and Rules made there under are complied with.

12. DIVIDEND:

In view of the need to conserve the resources of the Company, the Directors of the Company do not recommend dividend for the year.

13. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCESHEET AND THE DATE OF REPORT:

There are no material changes between the date of balance sheet and the date of this report that would affect the financial position of the company.

14. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy: Steps taken / impact on conservation of energy, with special reference to the following:

(i) steps taken by the company for utilizing alternate sources of energy including waste generated N.A.

(ii) Capital investment on energy conservation equipments- N.A.

(B) Technology absorption:

1. Efforts, in brief, made towards technology absorption - N.A.

2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc. -N.A.

3. No technology was imported during the last 3 years - N.A.

4. Expenditure incurred on Research and Development - N.A.

(C) Foreign exchange earnings and Outgo

PARTICULARS

AMOUNT ( Rs..)

Foreign Exchange earned in terms of actual inflows during the year

5,975 (Rs.000)

Foreign Exchange outgo during the year in terms of actual outflows

9151 (Rs.000)

15. RISK MANAGEMENT POLICY :

The Management has put in place adequate effective system and man power for the purposes of risk management by formulating risk management policy of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since the Company''s net worth does not exceed Rs.. 500 crores or Company''s turnover does not exceed Rs.. 1000 crores or the Company''s net profit does not exceed Rs.. 5 crore for any financial year, the provisions of section 135 of the Companies Act, 2013 are not applicable.

17. FORMAL ANNUAL EVALUATION:

The Company has devised a policy for performance evaluation of Independent directors, Board, Committees & individual directors which includes criteria for performance evaluation of executive directors & non-executive directors.

Board of directors have expressed their satisfaction with the evaluation process.

18. OTHER MATTERS :

Following are the other matters to be covered pursuant to Section 134(3)(q) of the Companies Act, 2013 read with Rules made there under :

Sr. No.

Particulars

Disclosure

1

Financial summary/highlights

Your Company has achieved turnover of Rs.. 262,848 (Rs.000) for the financial year 2015-16 as against a turnover of Rs.. 282,262 (Rs.000) for the 15 month period from January, 2014 to March, 2015 during the previous period. The Net Profit for the financial year 2015-16 is Rs.. 13,018 (Rs.000) against the loss of Rs. 125 (Rs.000) in previous period.

2

Change in the nature of business

There was no change in the nature of the business during the year

3

Details of directors or key managerial personnel who were appointed or have resigned during the year;

Mr. Milind Shingate, CEO of the Company was appointed in the board meeting held as on 12/08/2015 in place of Mr. Y. J. Shah . Mr. Milind Shingate resigned from the post of CEO as on 29/02/2016. However, such resignation was accepted by the Board via circular resolution as on 10/03/2016. Mr. Amish Sheth, Company Secretary resigned from the post with effect from 03/11/2015 and Ms. Harneetkaur Anand, Company Secretary was appointed at the board meeting held as on 10/02/2016.

4

Names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year along with reasons therefore

N.A.

5

Details relating to Deposits covered

under Chapter V of the Act:

(a) Accepted during the year:

(b) remained unpaid or unclaimed as at the end of the year:

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year:

OR

and if so (default), number of such cases and the total amount involved:

i. at the beginning of the year

ii. maximum during the year

iii. at the end of the year

(d) Details of deposits which are not in compliance with the requirements

Company did not accept any deposit during the year neither there was any unpaid/unclaimed amount of deposit.

6

Details of significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and company''s operations in future

N.A.

19. DISCLOSURE IN RESPECT OF SCHEME FORMULATED UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

Since the company has not formulated any scheme in terms of Section 67(3) of the Companies Act, 2013 no disclosures are required to be made.

20. REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT {Section 131 (1) S}

The company has not made any modification or alteration in its Financial Statement / Board Report in respect of last three financial year.

21. RESIGNATION OF DIRECTOR {Section 168(1)}

The Board of Director is duly constituted and none of the directors have resigned from the office of the director during this Financial year 2015-16.

22. AUDIT COMMITTEE {Section 177 (8)}

The Company has established an Audit Committee consisting of Mr. Shalin Divatia, Mr. Rahul Divan, Ms. Corinne Raez, Mr. Bhargav Patel and Mr. Mahendra Sanghvi, the majority being the Independent directors.

23. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER:

Sr. No.

Particulars

1

The ratio of the remuneration of each director to t h e m e d i a n remuneration of the employees of the company for the financial year 2015-16

Name of the Director: Adrian Oehler Corinne Raez Shalin Divatia Rahul Divan Bhargav Patel Mahendra Sanghvi

None of the directors were paid remuneration during the F.Y. 2015-16. (except Sitting Fees for attending the Board Meetings of the Board of Directors a nd Committees thereof)

2

Percentage increase in remuneration of each director and CEO in the financial year

Name of the Director: Adrian Oehler Corinne Raez Shalin Divatia Rahul Divan Bhargav Patel Mahendra Sanghvi

None of the directors were paid remuneration during the F.Y. 2015-16. (except Sitting Fees for attending the Board Meetings of the Board of Directors and Committees thereof)

3

Percentage increase in the median remuneration of employees in the financial year 15-16 as compared with financial year 14-15

Rs. 2,94, 546 -2,24,022/2,24,022

31.48% increase in the median remuneration of employees in the F.Y. 2015-16 as compared to F.Y. 2014-15.

4

Number of permanent employees on the rolls of company for the whole year

F.Y. 15-16 74

F_.Y_._1_4_-_1_5

79

5

Explanation on the relationship between average increase in remuneration and company

performance (PAT)

Increase in remuneration of the employees is not based on the performance of the Company.

6

The key parameters for any variable component of remuneration availed by the directors

N.A.

7

Comparison of the remuneration of the Key Managerial Personnel against the performance of the Company.

Year Remuneration (A)

PAT

(B)

Com parison (%) (A/B*100)

2015-16 61,81 (Rs.000)

13,018

(Rs.000)

47.48

Jan 2014 to March 2015

Company had incurred loss during this period and remuneration is calculated for the whole year i.e. 2014-15 whereas PAT is for the previous period starting from Jan 2014 to March, 2015. So, comparison cannot be made available.

8

Average percentage increase in the salaries of employees other than the managerial personnel in the last financial year.

Rs.362,145.92 -306,972.22 /306,972.22*100

17.9%

Comparison between average percentile increase in salaries of Employees other than managerial personnel in the last financial year and percentile increase in the Managerial Remuneration and Justification if there are any exceptional circumstances for increase in Managerial Remuneration.

Details cannot be made available, as Mr. Milind Shingate, CEO of the Company was appointed in the board meeting held as on 12/08/2015 in place of Mr. Y. J. Shah. Mr. Milind Shingate resigned from the post of CEO as on 29/02/2016. However, such resignation was accepted by the Board via circular resolution as on 10/03/2016. Mr. Amish Sheth, Company Secretary resigned from the post with effect from 03/11/2015 and Ms. Harneetkaur Anand, Company Secretary was appointed at the board meeting held as on 10/02/2016.

9

The ratio of the remuneration of the highest paid director to that of the employees who are not d i re c to rs b u t re c e i ve remuneration in excess of the highest paid director during the year.

None of the directors were paid remuneration during the F.Y. 2015-16 except sitting fees to the Independent Directors and NonExecutive Directors.

10

Percentage increase in remuneration of each director, Chief Financial Officer,

Chief Executive Officer, Company Secretary or Manager

Directors

NIL

Chief Financial Officer (Mr. Bhavin Kariya)

30.434%

Chief Executive Officer

Details cannot be made available, as Mr. Milind Shingate, CEO of the Company was appointed in the board meeting held as on 12/08/2015 in place of Mr. Y. J. Shah. Mr. Milind Shingate resigned from the post of CEO as on 29/02/2016. However, such resignation was accepted by the Board via circular resolution as on 10/03/2016.

Company Secretary

Details cannot be made available, as Mr. Amish Sheth, Company Secretary resigned from the post with effect from 03/11/2015 and Ms. Harneetkaur Anand, Company Secretary was appointed at the board meeting held as on 10/02/2016.

11

Affirmation

Remuneration as specified above is as per the remuneration policy of the Company.

12

Details

31.03.2016

31.03.2015

Variation in

Market Capitalization

Rs. 785,927 (Rs.000)

Rs. 652,371 (Rs.000)

Calculation for 31/03/16: =MPPS*No. of paid up shares =22.95*34,245,196 Calculation for 31/03/15: =MPPS*No. of paid up shares =19.05*34,245,196

Price Earning Ratio

60.39

NIL

Calculation for 31/03/16: =MPPS/EPS

MPPS as at 31/03/16 = 22.95 EPS as at 31/03/16 = 0.38 Calculation for 31/03/15: =MPPS/EPS

MPPS as at 31/03/15 = 19.05 EPS as at 31/03/15 = 0

60.39

NIL

Percentage Increase/decrease of market quotations MPPS-FPO price/ FPO price*100(Company had issued 6,80,000 shares of Rs. 10/- each to the public in the year 1983-1984)

129.5

95

Net worth of the Company

Rs. 251,525 (Rs.000)

Rs. 238,507 (Rs.000)

24. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013:

No Managing Director or Whole-Time Director of the Company was in receipt of any remuneration or commission from the Company''s Holding or Subsidiary companies during the financial year 2015-16.

25. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

There is one Associate of "Integra Engineering India Limited" (i.e.) (Refer form AOC-1 at page No. 72) "Integra Systems Private Limited."

26. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

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.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-harassment policy in line with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition And Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman of the committee.

28. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

Board of directors met 5 (Five) times in the board meeting held during the financial year 2015-16.

Name of Director

Category/ Designation of Director

No. of meetings attended

Adrian Oehler

Chairman & Nonexecutive Director

4/5

Corinne Raez

Non-executive Director

5/5

Shalin Divatia

Independent Director

5/5

Rahul Divan

Independent Director

5/5

Bhargav Patel

Independent Director

3/5

Mahendra Sanghvi

Independent Director

3/5

29. AUDIT COMMITTEE AND ITS MEETINGS

Audit Committee comprises of five directors out of which except one all are independent directors. However, composition of audit committee was changed during the year. Therefore, Mr. Adrian Oehler had attended one meeting before such change. Such committee met 4 (Four) times during the financial year 2015-16.

Name of Director

Category/ Designation of Director

No. of meetings attended

Adrian Oehler

Member for board meeting held as on 13/05/15 and not after this meeting

1/4

Shalin Divatia

Chairman

4/4

Corinne Raez

Member

3/4

Rahul Divan

Member

4/4

Bhargav Patel

Member

3/4

Mahendra Sanghvi

Member

3/4

30. NOMINATION AND REMUNERATION COMMITTEE AND ITS MEETINGS

Nomination and Remuneration Committee comprises of three directors. Out of which one is non-executive and two of them are independent directors. Such committee met 3 (Three) times during the financial year 2015-16.

Name of Director

Category/ Designation of Director

No. of meetings attended

Corinne Raez

Member

3/3

Rahul Divan

Member

3/3

Bhargav Patel

Chairman

3/3

31. STAKEHOLDERS RELATIONSHIP COMMITTEE AND ITS MEETINGS

Stakeholders Relationship Committee comprises of four directors. Such committee met 3 (Three) times during the financial year 2015-16.

Name of Director

Category/ Designation of Director

No. of meetings attended

Mahendra Sanghvi

Chairman

2/3

Corinne Raez

Member

3/3

Shalin Divatia

Member

2/3

Adrian Oehler

Member

3/3

32. ANNUAL GENERAL MEETING

Details of last three AGM''s of the Company are as below:

Sr. No.

AGM No

Date

Place

1

Thirty Third

12/08/2015

Registered Office

2

Thirty Second

02/05/2014

Registered Office

3

Thirty First

26/04/2013

Registered Office

33. CORPORATE GOVERNANCE REPORT

Corporate governance was not applicable during the year 201516, because as per previous audited balance sheet for the financial year ended on 31st of March, 2015, Paid up equity share capital of the Company was below Rs.. 10 Crores and Networth also did not exceed Rs.. 25 Crores.

34. ACKNOWLEDGEMENTS

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 & Non-Executive Director

DIN: 00360332

Place : Halol

Date: May 12,2016


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

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