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Directors Report of Accurate Transformers Ltd.

Mar 31, 2014

The Members,

Accurate Transformers Limited

The Directors have pleasure in presenting their TWENTY SIXTH ANNUAL REPORT on the statement of Accounts of your Company for the financial year ended on 31st March, 2014.

Particular 2013-2014 2012-2013

Sales & Others Income 20,121.13 20,027.61

Profit before interest, 3,599.70 3,052.59 Depreciation & Tax

Less : Financial charges 3,406.23 2,846.19

Depreciation 77.00 93.99

Profit before Tax 116.46 112.41

Less : Provision for Tax 34.94 50.52 (Current)

Add : Provision for Tax (3.76) (0.49) (Deferred)

Profit after Tax 85.29 (16.79)

Add : Balance brought forward 5,144.19 5,160.98

Profit available for 5,229.48 5,144.19 appropriation

Operations

During the year under consideration, your Company achieved a turnover of Rs 20121.13 Lakhs as against Rs. 20027.61 Lakhs for the previous year. The net Profit after tax at Rs 85,28,891 which is substantially higher as compared to the loss of previous year by Rs. 16,79,132.

Lower Net profit is on account of higher material cost as well as oil prices. Higher interest rate has also resulted in payment of higher financial charges during the year.

Your Company is taking proactive steps to reduce material cost and also interest burden.

We have many opportunities in our Industry. Your Company is finalizing necessary funds arrangement through preferential issue of Equity Shares to selected investors, borrowing from Banks and/or Financial Institutions to fund our expansion process and also to meet long term working capital requirements.

Future Growth Prospects

India''s power market is the fifth largest in the World. The power sector is high on Government of India''s priority as it offers tremendous potential for Power Equipment supplier Companies based on the sheer size of the market and the returns available on invested capital.

Dividend

With a view to conserve the resources of the Company, the Directors regret their inability to declare dividend for the year ended on 31.03.2014. The accumulated profit is being carried forward in the Profit & Loss Account.

Fixed Deposit

During the year under review the Company has not accepted any fixed deposits from the Public. There are no unclaimed mature deposits lying with the Company.

Director

After the introduction of new Companies Act 2013 and the amended listing agreement, the independent Directors of the Company are not liable to retire by rotation. However they shall not hold office for more than 5 years. Therefore Mr. C. L. Sharma, Managing Director of the Company is Liable to retire by rotation and eligible for reappointment.

A brief resume of all the Directors proposed for appointment/reappointment at the Annual General Meeting, as required by Clause 49 of Listing Agreement with Stock Exchanges is enclosed herewith as a part of Corporate Governance report.

Pursuant to the requirement under section 217(2AA) of Companies Act 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the statements of affairs of the Company at the end of the financial year.

iii. That 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. That the Directors have prepared the accounts for the financial year ended 31st March, 2014 ''

on a going concern basis.

Auditors and Their Report

M/s OM Prakash Yadav & Company, Chartered Accountants, Chartered Accountants, the Statutory Auditors of the Company will retire at the end of the ensuing Annual General Meeting and being eligible, offer them for re-appointment.

The report of the Auditors on the accounts of your Company for the period under report is appended elsewhere with this report. The observations made by them in their report, however, are self-explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The requisite information in regard to conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 217(1)(e) of Companies Act, 1956 read with Companies(Disclosures in particulars in the reports of boards of Directors) Rules,1988 is set out in Annexure A annexed hereto which forms part of this report.

Particulars of Employees

There are no employees in the Company who are taking salary in excess of the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees) rules, 1975.

Compliance of the Listing Agreements

During the year under review the Company has made compliances with the Listing Agreement with the Stock Exchanges. The Cash flow statement is annexed with the report and detail of Stock Exchanges where the shares of the Company are listed is given in Annexure B.

Industrial Relations

Industrial relations between employees and Management have remained very cordial during the period under report.

Acknowledgement

Your Directors wish to place on record their appreciation for dedicated efforts and contributions made by all the employees of the Company during the year. Your Directors would also like to express their sincere gratitude for the valuable assistance, advice and support extended by the Government of India, State Governments, Financial Institutions and Stock Exchanges. The Directors would also like to thank the Share holders, Customers, Suppliers and Banks for the support they have given to the Company and the confidence they have reposed in the Management.

On behalf of the Board of Directors

Sd/-

Place: Delhi C. L. Sharma Dated: 1st September, 2014 Chairman & Managing Director


Mar 31, 2013

To, The Members of Accurate Transformers Limited

The Directors have pleasure in presenting theirTWENTY FIFTH ANNUAL REPORT on the statement of Accounts of your Company forthefinancial year ended on 31 st March, 2013.

Particulars 2012-2013 2011-2012

Sales & Others Income 19866.65 24901.85

Profit before interest, Depreciation & Tax 3052.59 2687.44

Less: Financial charges 2846.19 2165.58

Depreciation 93.99 100.82

Profit before Tax 112.41 421.04

Less: Provision for Tax (Current) (-) 50.52 (-) 125.00

Provision for tax lastyear (-)79.17

Add: Provision forTax (Deferred) ( )0.49 ( ) 28.42

Profit afterTax (-)16.79 324.46

Add: Balance brought forward 4986.85 4662.39

Profit available for appropriation 4970.06 4986.85 Appropriations

1. General Reserve

2. Surplus carried to Balance Sheet 4970.06 4986.85

4970.06 4986.85

Operation

During the year under consideration, your Company achieved a turnover of Rs. 19866.65 lakhs as against Rs. 24901.85 lakhs for the previous year. The company has incurred a loss of Rs. 16.79 lakhs lower as compared to the net profit in the previous year of Rs. 324.46 lakhs.

The loss suffered is on account difficult economic conditions prevailing in the country coupled with of higher material cost as well as oil prices. Higher interest rate has also resulted in payment of higher financial charges during the year thereby adversely affecting the operations. Your Company is taking proactive steps to reduce the input cost and also interest burden.

During the year under review the Company has successfully developed a prototype Power Transformer of 160 MVA, 220 KV class. It was type tested at Government Test Laboratory i.e National Test House, Ghaziabad. It has been delivered and successfully commissioned in November 2011 at power utility of UP Power Transmission Corporation Ltd.atNoida(U.P).

Your company has surplus land and is exploring the possibilities of setting up facilities to manufacture 160 MVA, 220 KV Class Power Transformers. To finance the setting up of the same your Company is exploring the opportunities of raising funds though different opportunities available and is looking at the possibilities of issue of Equity Shares to existing Equity Shareholders of the Company on Rights basis, Preferential issue to select investors, Follow on Public Issue, Borrowing from Banks and/or Financials Institutions to set up necessary Factory Shed, Plant and Machinery, Testing Equipments etc. and also to meet long term working capital requirements. Funding plans shall be finalized by your Board keeping in view the larger interest of the company

Your Company is also taking steps for in house development and manufacture of higher capacity Power Transformers i.e of 315 MVA400 KV Class.

Higher Capacity Power Transformers has higher profit margins thereby leading the Company to better profitability after commissioning of the aforesaid project.

Dividend

In view of the loss suffered by the Company, the Directors regret their inability to declare dividend forthe year ended on 31.03.2013.

Future Growth Prospects

India''s power market is the fifth largest in the World. Total installed capacity for Power Generation in the Country as on 31 -03-2013 is 2,23,793.10 MW. The power sector is high on Government of India''s priority as it offers tremendous potential for Power Equipment supplier Companies based on the sheer size of the market and the returns available on invested capital.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors''Responsibility Statement, it is hereby confirmed:

i, That in the preparation of the accounts for the financial year ended 31st March, 2013; the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the statements of affairs of the Company at the end of the financial year.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv That the Directors have prepared the accounts for the financial year ended 31st March, 2013''on a going concern basis.

Auditors and their report

M/s S. Lai & Company, Chartered Accountants, the Statutory Auditors of the Company will retire at the end of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Salary, Perquisites and Performance commission payable to Managing/Whole Time Director as per Section 198 and 309 of the Companies Act, 1956 is restricted to 10% of the Net Profit as calculated as per provisions Sections 349 of the Companies Act, 1956. Auditors have pointed out in notes on account (Refer Note No. 7 of Schedule 26 appended with audited accounts) that Salary, Perquisites and Performance commission was paid in excess to limits specified herein above to Managing/Whole Time Director. Necessary application is being filed before the Central Government for obtaining post facto approval forexcess remuneration paid to them.

The report of the Auditors on the accounts of your Company for the period under report is appended elsewhere with this report. The observations made by them in their report, however, are self-explanatory (except for Managerial Remuneration as stated herein above) and do not call forany further comments under Section 217 of the Companies Act, 1956.

Fixed Deposits

Your Company has not accepted any deposit during the year under review.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The requisite information In regard to conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 217 (1) (e) of Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure A annexed hereto which forms part of this report.

Particulars of Employees

There were no employee who were drawing remuneration in excess of the provisions of section 217 (2A) of the Companies Act, 1956 read with Companies (particulars of Employees) rules,1975.

Compliance of the Listing Agreements

During the year under review the Company has made compliances with the Listing Agreement with the Stock Exchanges. The Cash flow statement is annexed with the report and detail of Stock Exchanges where the shares of the Company are listed is given inAnnexureB.

Industrial Relations

Industrial relations between employees and Management have remained very cordial during the period under report.

Acknowledgement

Your Directors wish to place on record their appreciation for dedicated efforts and contributions made by all the employees of the Company during the year. Your Directors would also like to express their sincere gratitude for the valuable assistance, advice and support extended by the Government of India, State Governments, Financial Institutions and Stock Exchanges. The Directors would also like to thank the Share holders, Customers, Suppliers and Banks for the support they have given to the Company and the confidence they have reposed in the Management.

On behalf of the Board of Directors

Place:Delhi C. L.Sharma

Dated : 5th September, 2013 Chairman & Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their TWENTY SECOND ANNUAL REPORT on the Statement of Accounts of your company for the financial year ended 31st March2010

(Rs. In Lakhs)

Financial Results Current Year Previous Year (2009-2010) (2008-2009)

Sales & Other Income 19,124.85 18,470.38

Profit before interest,

Depreciation & Tax 2,255.69 2,131.66

Less: Financial Charges 1,332.50 1,230.56

Depreciation 111.58 95.56

Profit before Tax 811.61 805.53

Less Provision for Tax

(Current) 205.00 92.00

(Deferred) (15.07) 4.93

(Previous Year) 0.52 1.43

(Fringe Benefits Tax) - 12.65

Profit after Tax 621.16 694.52

Add Balance brought forward 3,444.18 2,749.66

Profit available for appropriation 4,065.34 3,444.18

Appropriations

1. General Reserve - -

2. Surplus carried to Balance Sheet 4,065.34 3,444.18

4,065.34 3,444.18

Operation

During the year under consideration, your company achieved a turnover of Rs. 19,124.85 lakhs as against Rs. 18,470.38 lakhs for the previous year. The net Profit after tax at Rs. 621.16 lakhs which is little lower as compared to the Previous year by Rs. 694.52 lakhs. Your company accordingly has registered an increase of Rs. 655.47 lakhs in turnover and a slight decrease of Rs. 73.36 lakhs in net profit during the Financial Year 2009-2010 due to increased competition and recessionary market.

The decrease in the net profit is on account of recessionary conditions prevailed during the year under review.

The major customer of Companys product are State Electricity Boards / Govt. Sectors. With the growth in industrial sector and power equipment sector and with a view to diversify its marketing strategy the company has supplied a small quantity of transformers to private sector.to private sector and public sector undertakings also. The Company is making efforts to enlarge its customer base of private Sector enterprises.

At present, the Company is manufacturing Power Transformers upto 40 MVA capacity. There is tremendous scope of growth and better profitability in higher capacity Power Transformers. Keeping the same in mind, your company has planned for manufacture of Transformers of 160 MVA capacity in near future.

Dividend

With a view to conserve the resources of the Company, the Directors regret their inability to declare dividend for the year ended on 31.03.2010. The accumulated profit is being carried forward in the Profit & Loss Account.

Future Growth Prospects

With huge demand for power evacuation from large generating stations and strengthening of the inter-regional transmission grid, the transmission and distribution (T&D) utilities are the major end users of transformers in India. The Indian economy is witnessing a restoration and so is the electrical industry and its various segments including the transformer industry.

High demand arising from the energy intensive oil and gas, and cement segments has buoyed prospects for the Indian transformer market. Developments in the power sector will have huge ramifications for the Indian transformer industry.

The Government of India is encouraging investments at the T&D level to increase access to reliable power supply and reduce technical and commercial losses in the system through schemes such as Revised Accelerated Power Development and Reform Program (R-APDRP) and Rajiv Gandhi Grameen Vidyutikaran Yojana (RGGVY)

The objective of Govt "Power for all by 2012" has added impetus to growth of power equipment manufactures. Govt, has planned an ambitious target of additional power generation capacity of 80,000 MW in 11th Five year plan leading to very bright future for all power equipment manufactures. As our company is dominant supplier to almost all state electricity boards of the country thus see a bright future ahead. Your company was manufacturing transformers upto 50 MVA capacity and with the rich experience of last 20 years is planning will have the benefit of overall growth of power sector and addition in the manufacture of transformers upto 160 MVA.

Directors

The Board of Directors appointed Shri Subhash Chandra Sharma as an Additional Director w.e.f. 3rd September 2010, in its meeting held on 3rd September, 2010. He holds the office until the ensuing Annual General Meeting. Notice has been received from a Member under Section 257 of the Companies Act, 1956 proposing his name for appointment as a Director of the Company liable to retire by rotation

Shri K.L. Chauhan, Director retires by rotation at the ensuing Annual General Meeting & being eligible offers himself for re-appointment.

Shri M.K. Basak, Whole Time Director has resigned from the directorship w.e.f. 30th September, 2009. The Board of Directors places on records the appreciation of services rendered by Shri m.K. Basak during his tenure

Dr. Om Prakash Sharma, Director has resigned from the directorship w.e.f. 3rd September, 2010. The Board of Directors places on records the appreciation of services rendered by Dr. Om Prakash Sharma during his tenure.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i. That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the company for the year under review;

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

Auditors and their Report

M/s S. Lai & Company, Chartered Accountants, the Statutory Auditors of the Company will retire at the end of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

The report of the Auditors on the account of your company for the period under report is appended elsewhere with this report. The observations made by them in their report, however, are self-explanatory and do not call for any further comments under Section 217 of the Companies Act, 1956.

Fixed Deposits

Your company has not accepted any deposit during F.Y. 2009-2010.

Conservation of Energy, Technology Absorption, Foreign exchange Earnings and Outgo.

The requisite information in regard to conservation of energy, technology absorption, foreign exchange earnings and outgo in terms of Section 217 (1) (e) of Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is set out in Annexure A annexed hereto which forms part of this report.

Compliance of the Listing Agreements

During the year under review the Company has made compliances with the Listing Agreement with the Stock Exchanges. The Cash flow statement is annexed with the report and detail of Stock Exchanges where the shares of the company are listed is given in Annexure B.

Industrial Relations

Industrial relations between employees and Management have remained very cordial during the period under report.

Acknowledgement

Your Directors wish to place on record their appreciation for dedicated efforts and contributions made by all the employees of the company during the year. Your Directors would also like to express their sincere gratitude for the valuable assistance, advice and support extended by the Government of India, state Governments, Financial Institutions and Stock Exchanges. The Directors would also like to thank the share holders, customers, suppliers and banks for the support they have given to the company and the confidence they have reposed in the Management.

On behalf of the Board of Directors

Place : Delhi C. L. SHARMA

Dated : 3rd September, 2010 Chairman & Managing Director

 
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