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Directors Report of Alfa Transformers Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty-third Annual Report on the business and operations together with the Audited Accounts for the financial year ending 31st March'2015. The performance of the Company for the year ended on 31st March 2015 is summarized below:

FINANCIAL HIGHLIGHTS:

The summarized financial results of our operations for the Financial Year ending 31st March'2015 is detailed hereunder.

(Rs.in lakhs)

Sl. Particulars 2014-15 2013-14 No

1 Net Sales/Income from operations 2645.57 2624.25

2 Other Income 16.47 52.72

3 Total Income (1 2) 2662.04 2676.97

4 Profit/(Loss) before Interest, Depreciation and Tax 217.28 64.89

5 Less : Interest and Finance Charges 164.17 196.56

6 Less : Depreciation 152.81 84.34

7 Profit/ (Loss) before Exceptional Items (4-5-6) (99.70) (216.01)

8 Add : Exceptional Items - 201.92

9 Profit/(Loss) before Tax (7 8) (99.70) (14.09)

10 Less : Income Tax - -

11 Net Profit/ (Loss) after Tax (9-10) (99.70) (14.09)

12 Add : Balance Carried forwards from Statement of Profit and Loss A/C (486.39) (472.30)

13 Balance Carried to Balance Sheer (11 12) (586.09) (486.39)

14 Earning per Share (Basic & Diluted) (1.86) (0.26)

Note: Previous year's figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE:

* The total sales of the Company has increased by approximately Rs. 21.32 lakhs as compared to the Previous year and incurred loss of Rs. 99.70 lakhs (Previous Year Rs. 14.09 Lakhs) during the year,

* Bad Debt of Rs. 80.75 lakhs was written off during the Year against outstanding receivable from Electricity Utility Companies of different States which could not be collected in spite of best efforts . Pursuant to notification of Schedule II to the Companies Act 2013 with effect from 1st April 2014, the Company has charged depreciation based on the useful lives as prescribed under the Schedule. The depreciation charge for Year ended 31st March, 2015 is higher by Rs. 58.86 lakhs as compared to the Previous.

* During the Financial Year 2014-15 Company has paid back Term Loan with Axis Bank Limited.

* Our Vadodara Unit after passing through bad phases since last 3 years and during the current financial year 2014-15 posted a turnaround with a total sales turnover of Rs. 8.82 Crores as compared to the Previous year 2013-14 turnover of Rs. 0.90 Crores. Unit has also supplied 2496 Nos Transformers during the year 2014- 15.

FUTURE PROSPECTS:

During the Financial year 2015-16, Our Company expecting to achieving Sales Turnover of Rs. 35.00 Cores and already bagged orders worth of Rs. 20.00 crores in its Vadodara Unit. We are expecting profit for the Company during the financial year.

SUBSIDIARY COMPANY:

Phoenix Surgicare Private Limited is the only wholly owned Subsidiary Company of your Company. The business operations in the subsidiary Company has not started. Audited Statements of accounts of the Company's Subsidiary:

The audited statements of accounts, along with the report of the Board of Directors relating to the Company's Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors' Report thereon for the year ended 31st March, 2015 are annexed.

DEPOSITS :

The Company has not accepted any public deposits so far.

DIVIDEND :

Your Directors has not recommended any Dividend during this financial year.

TRANSFER TO GENERAL RESERVE :

During the financial year ending on 31st March, 2015, no amount has been transferred to General Reserve. DIRECTORS :

a. Pursuant to provisions of section 196, 197 and 203 read with schedule V and all other applicable provisions of Companies Act 2013 and the companies (appointment and remuneration) Rules 2014, Mr. Dillip Kumar Das (Chairman cum Managing Director) and Mr. Debasis Das (Whole Time Director) retire from 6th August 2015 and 31st March 2015 respectively at the ensuing Annual General meeting and, being eligible, offered themselves for reappointment.

Your Directors recommend their reappointment.

b. Declaration By Independent Directors And Re- Appointments, If Any,

The Independent Directors pursuant to Sec 149 and 152 of Companies Act 2013 and rules made thereon are reappointed for a period of three years and their declaration of Independency is submitted and taken on record on the Board Meeting held on 29th May 2015.

c. The ratio of the remuneration of each director to the median remuneration of employees of the company for the financial year 2014-15 is herein attached as Annexure - A

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form No. MGT 9 is annexed herewith in Annexure - B.

STATUTORY AUDITORS :

M/s A. K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment along with the eligibility certificate as per Section 141(3) (g) of the Companies Act, 2013. Your Directors request your approval to appoint them to hold office as directors from this AGM to the next ensuing AGM.

AUDITORS REPORT & AUDITORS' OBSERVATION :

There is no audit qualification in the Company's financial statements. The company continues to adopt practices to ensure best practice as per Indian Accounting Standards. The Notes on Accounts referred to in the Auditors' Report enclosed are self-explanatory and do not call for any further comments.

COST AUDITOR :

M/s S.S. Sonthalia & Co is appointed as the cost auditor of the company for the financial year 2015-16. Mr. S. S. Sonthalia has submitted his consent letter along with the eligibility certificate under section 141 (3)(g) of companies Act 2013, for the year 2015-16.

SECRETARIAL AUDITOR:

Your company has appointed M/S Saroj Ray & Associates Company Secretaries, Bhubaneswar (under Section 204 of Companies Act 2013) to conduct secretarial audit for the financial year 2015-16. Mr. Saroj Kumar Ray has submitted his consent letter along the eligibility certificate under section 141(3) (g) of companies Act 2013.

Herein attached the secretarial audit report of the secretarial auditor in Annexure - C.

INTERNAL AUDITOR:

Your Company has appointed M/S Goutam Lenka & Co. as the Internal Auditor for the financial year 2015-16.

ACHEIVEMENTS:

Star Export House:

The Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region).

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are given in Annexure "D".

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 134(3) (m) of the Companies Act, 2013.

DISCLOSURE AS PER LISTING AGREEMENT:

Cash Flow:

The cash flow statement in accordance with accounting standard and (AS-3) of ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-26(7a)) attached in compliance of Account Standard No.AS-18.

Listing:

The Company's shares are listed on the 'The Bombay Stock Exchange Limited'. The Annual listing fees to the 'The Bombay Stock Exchange Limited' for the year 2014- 15 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:- The company has submitted all documents as per rule to Bhubaneswar & Calcutta stock Exchange for delisting of shares. Permission is still awaited.

CORPORATE GOVERNANCE :

Corporate Governance is the system by which Companies are directed and controlled. It also includes Board's accountability to the Company and stakeholders, strategic vision and effective monitoring by the Board, protection and equitable treatment of all stakeholders as well as timely disclosure. Corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target.

Corporate governance at Alfa Transformers Limited (ATL)'s a value-based framework to manage our Company affairs in a fair and transparent manner. We have evolved guidelines and best practices over the years to ensure timely and accurate disclosure of information regarding our financials, performance, leadership and governance of the Company. We are an ethically responsible company, operate with transparency, validate commitment and sincerity, both vertically and horizontally across the organization with a spirit of integrity.

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure E" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM :

The company was accredited ISO 9001-2008 for quality management system with respect to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers" from 1997 with continuity. The present registration is accredited by TUV SUD South Asia Private Limited on 27/06/2014 which is valid upto 25/05/2016.

INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful & cordial.

MANAGEMENT'S DISCUSION AND ANALYSIS:

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure 'F' forming part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

i) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards ,had been followed along with proper explanation relating to material departures;

ii) 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 state of affairs of company at end of Financial Year of Profit and Loss of company for that period.

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

iv) The directors had prepared the annual accounts on a going concern basis; and

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

Explanation : For purpose of this clause, the term "internal financial controls" means policies and procedures adopted by company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, timely preparation of reliable financial information ;

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

ACKNOWLEDGEMENTS :

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders' clients, Bank, Central & State government, the company's valued investors and all other business partner for their continued co-operation and excellent support received during the year.

FOR AND ON BEHALF OF THE BOARD

Sd/- PLACE : BHUBANESWAR DILLIP KUMAR DAS DATE : 29th May, 2015 CHAIRMAN


Mar 31, 2014

Dear Members,

We are pleased to present the Thirty-two Annual Report, Audited Accounts and Auditors report of your Company for the financial year ending 31st March''2014.

FINANCIAL RESULTS:

The summarized financial results of our operations for the Financial Year ending 31st March''2014 is detailed hereunder.

(Rs.in lakhs)

Particulars 2013-14 2012-13

1. Net Sales/Income from operations 2624.25 2147.88

2. Other Income 52.72 14.72

3. Total Income (1 2) 2676.97 2162.60

4. Profit /(Loss) before Interest & Depreciation& Tax 64.89 (20.46)

5. Less : Interest & Finance charges 196.56 243.14

6. Less : Depreciation 84.34 91.50

7. Profit / (Loss) before Exceptional Items (4-5-6) (216.01) (355.10)

8. Add : Exceptional items 201.92 —

9. Profit /(Loss) Before Tax (7 8) (14.09) (355.10)

10. Less : Income Tax-Earlier Years — (0.95)

11. Net Profit /(Loss) after Tax (9–10) (14.09) (356.05)

12. Add : Balance carried forward from Profit and Loss A/c. (472.30) (116.25)

13. Balance Carried to Balance Sheet (11 12) (486.39) (472.30)

14.Earning Per Share (Basic & Diluted) (0.26) (6.64)

Note: Previous year''s figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE:

- The total income of the company has increased by approximately 23.78% and the loss was reduced to Rs. 14.09 lakhs during the year against the previous year loss of Rs. 356.05 Lakhs.

- Bad Debt of Rs.215 lakhs was written off during the year against old outstanding receivable from Govt. Electricity Utility Companies, Maytas Infra (Now IL&FS Infra) & ECCO, Libya, which could not be collected in spite of best efforts.

- In addition, the company has also received Rs.232.33 Lakhs during the year out of sale of unutilized, non industrial Land

- Working capital & term Loan were substantially reduced during the year as detail below :

( Rs.in Lakhs )

F.Y 2012-13 F.Y. 2013-14 Changes

a. Working capital Loan From SBI 791.98 576.90 – 215.08

From AXIS BANK 243.05 137.35 – 105.70

b. Term Loan

From SBI - I 22.50 Nil – 22.50

From SBI WTCL 79.00 Nil – 79.00

From AXIS BANK 67.02 34.52 – 32.50

c. Interest & Financial Charges 243.14 196.56 – 46.58

- This has resulted in reduction of financial charges from 243.14 lakhs to 196.56 lakhs.

FUTURE PROSPECTS:

Sales are expected to grow to Rs.31.00 Cores from Rs.26.25 cores. We are expecting to get order worth Rs.8.00 cores at Boroda Units

The company is trying to review export markets in Nepal & Bangladesh.

SUBSIDIARY COMPANY:

Phoenix Surgicare Private Limited is the only wholly owned Subsidiary Company of your Company. The business operations in the subsidiary Company has not started Land at Nasik is sold for Rs. 36.70 Lakhs.

Audited Statements of accounts of the Company''s Subsidiary:

The audited statements of accounts, along with the report of the Board of Directors relating to the Company''s Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors'' Report thereon for the year ended 31sr March, 2014 are annexed.

Star Export House:

Your Company continues to enjoy "Star Export House" status from the Government of India . During the year under review, the Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region).

DEPOSITS:

The Company has not accepted any public deposits so far.

DIRECTORS:

Pursuant to provisions of Section 256 of the Companies Act, 1956, Mr. Niranjan Mohanty(DIN:00916858, and Mr. S.K. Nanda(DIN:00463749) retire by rotation at the ensuing Annual General meeting and, being eligible, may offer themselves for reappointment. Your Directors recommend their reappointment.

Mr. Supratim Basu Non-executive & Non Independent Director resigned w.e.f. 23rd July 2013 and Mr. Santosh Kumar Patnaik whole-Time Director retired on 21st February 2014. We all appreciate and convey our gratitude for the contribution made by Mr. Basu & Mr.Patnaik for their dedicated and sincere efforts for the company.

COST AUDITOR:

The company has appointed M/s S. S. Sonthalia & Co. Cost Accountants, Bhubaneswar to audit the cost accounts for the financial year 2014-15. Mr. Sonthalia has submitted his consent letter along with the eligibility certificate under section 141(3)(g) of companies Act 2013, for the year 2014-15

SECRETARIAL AUDITOR:

The company has appointed M/S Saroj Ray & Associates Company Secretaries, Bhubaneswar (under Section 204 of Companies Act 2013) for the financial year 2014-15. Mr. Saroj Kumar Ray has submitted his consent letter along the eligibility certificate under section 141(3) (g) of companies Act 2013, for the year 2014-15

AUDITORS REPORT &AUDITORS'' OBSERVATION:

There is no audit qualification in the Company''s financial statements. The company continues to adopt practices to ensure best practice as per Indian Accounting Standards. The Notes on Accounts referred to in the Auditors'' Report enclosed are self-explanatory and do not call for any further comments.

AUDITORS:

M/s A.K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment along with the eligibility certificate as per Section 141(3) (g) of the Companies Act, 2013.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts for the year ended March 31, 2014 the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been on a going concern basis.

DIVIDEND:

Your Directors has not recommended any Dividend during this financial year.

TRANSFER TO GENERAL RESERVE:

During the financial year ending on 31st March, 2014, no amount has been transferred to General Reserve in accordance with the provisions of Companies (Transfer of profits to Reserves) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY

CONSERVATION, AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A". PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT: Cash Flow:

The cash flow statement in accordance with accounting standard and (AS-3) of ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-26(7a)) attached in compliance of Account Standard No.AS-18.

Listing:

The Company''s shares are listed on the ''The Bombay Stock Exchange Limited''. The Annual listing fees to the ''The Bombay Stock Exchange Limited'' for the year 2014- 15 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:- The company has submitted all documents as per rule to Bhubaneswar & Calcutta stock Exchange for delisting of shares since 1st July 2003 ,Permission is still awaited.

CORPORATE GOVERNANCE:

"Corporate Governance is the system by which Companies are directed and controlled. It also includes Board''s accountability to the Company and stakeholders, strategic vision and effective monitoring by the Board, protection and equitable treatment of all stakeholders as well as timely disclosure. Corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target. Corporate governance at Alfa Transformers Limited (ATL)''s a value-based framework to manage our Company affairs in a fair and transparent manner. We have evolved guidelines and best practices over the years to ensure timely and accurate disclosure of information regarding our financials, performance, leadership and governance of the Company. We are an ethically responsible company, operate with transparency, validate commitment and sincerity, both vertically and horizontally across the organization with a spirit of integrity. The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM:

The ISO 9001-2008 for quality management system with respect to "Design, Manufacture, Repair and sales of Power Transformers & Distribution Transformers" and "Manufacturing of CRGO Core Laminations , CRGO Wound Core and Amorphous Core " was accredited by TUV SUD South Asia Private Limited.

INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful & cordial.

MANAGEMENT''S DISCUSION AND ANALYSIS:

Management''s Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure ''C'' forming part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders'' clients, Bank, Central & State government, the company''s valued investors and all other business partner for their continued co-operation and excellent support received during the year.

FOR AND ON BEHALF OF THE BOARD

PLACE : BHUBANESWAR DILLIP KUMAR DAS

DATE : 27th May,2014 CHAIRMAN


Mar 31, 2013

Dear Members,

The are pleased to present the Thirty-first Annual Report, Audited Accounts and Auditors report of your Company for the st financial year ending 31 March''2013.

FINANCIAL RESULTS:

The summarized financial results of our operations for the Financial Year ending 31 March''2013 is detailed hereunder. (Rs.in lakhs)

Particulars 2012-13 2011-12

Net Sales/Income from operations (a b c) 2147.88 1876.99

(a) Export Sales 397.88 16.35

(b) Domestic Sales 1621.24 1850.08

(c) Income from operations 128.76 10.56

(d) Other Income 14.72 31.04

Total Income (a b c d) 2162.60 1908.03

Less: Total Expenditure 2183.06 1757.11

Profit before interest & Depreciation (20.46) 150.92

Interest & Finance charges 243.14 270.62

Depreciation 91.50 89.92

Profit Before Tax (355.10) (209.62)

Income Tax-Earlier Year 0.95 —- Deferred Tax —- (19.10)

Net Profit after Tax (356.05) (228.72)

Note: Previous year''s figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE:

The total income of the company has increased by approximately 12% but the company has incurred a loss of Rs. 356.05 lakhs during the year which includes Bad Debt & Provision for Doubtful debt amounting to Rs. 102.08 lakhs. This provision has been due to deduction of penalty from our bills by Electricity utility Companies of Gujarat towards delay delivery for the year 2011-12. The losses were incurred by the Company mainly due to the following reasons.

a) Export Order :

The company executed export orders this financial year but the pending order could not be executed completely during this year because due to non- availability of Bankable Letter of Credit from our customer at Libya. Secondly there was long delay in release of payment from ECCO, the company had to carry huge amount of inventory thus there is an increase of interest liability and blockage of Working Capital. Since the payment was not forthcoming, the risk of supplying the complete lot was not worth taking and hence there was reduction of turnover.

b) Domestic Order :

The local Electrical Utilities in Odisha did not procure sufficient transformers and hence we tried to explore other markets like Gujarat and Chattisgarh. The pending orders worth INR 1186 lakhs from Gujarat were executed; but further orders were not available as utilities in Gujarat reduced the procurement quantity.

The company is supplying Amorphous Transformers to the Utilities in Gujarat from Bhubaneswar and CRGO Transformers from Baroda. The margin against this orders are very Low and delay in supply attract 10% penalty. Meanwhile, in case of Amorphous transformers, the import of raw materials appreciated due to weakening of Rupee vis-a –vis US$.

Sales :

The Sales from Bhubaneswar Unit were affected due to retrenchment of non-performing workers, Labor unrest & strike and absent during the financial year. The Gujarat Order was completely executed by December''2012 and enough orders were not available to feed the Unit till the Year end.

The Vadodara unit had Sales Turnover of Rs.652.52 Lakhs which is approximate 60% less than expected level.

Some of the financial parameters are given hereunder:

(Rs. In Lakhs)

Particulars 2012-13 2011-12

Export Sales 397.88 16.35

Domestic Sales 1621.24 1850.08

Other Income 14.72 31.04

Profit Before Tax (355.10) (209.62)

Profit after Tax (356.05) (228.72)

EPS (6.64) (4.27)

VALUATION:

The PBT & PAT has been decreased by 69.41% and 55.67% respectively in comparison to the last Financial Year. The EPS has gone down from Rs.(4.27) for the last FY to Rs.(6.64) for FY 2012-13.

FUTURE PROSPECTS:

During the year 2013-14, the management is hopeful for revival of the company for the following reason

- Export is slowly getting stabilized and expected to good

- The procurement by Odisha electrical Utilities has been proactive and their payment has improved and is regular. The company has received orders worth INR 1200 Lakhs from Odisha Electrical utilities and we expect further orders worth INR800 to 1000 lakhs from them during this financial year. Hence it is expected that breakeven production level can be achieved during this year.

- We are hopeful of getting sizable orders from Chattishgarh State Electricity Board & Gujarat Electricity utilities during July-September 2013.

- For our Baroda Unit, we had procured orders worth Rs.142.05 lakhs from M/s. Godrej & Boyce Mfg. Co. Ltd. and are expecting further order from them after completion of balance order.

- We also expect fresh orders from Gujarat electricity utilities by July 2013 for Baroda unit.

The performance of the company is expected to be better during the year 2013-14.

SUBSIDIARY COMPANY :

Phoenix Surgicare Private Limited (previously Jashoda Trades Private Limited) is the only wholly owned Subsidiary Company of your Company. There are business operations in the subsidiary company till the end of the FY 2012-13 Company has not started any business activities till the end of this financial year.

Audited Statements of accounts of the Company''s Subsidiary:

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company''s Subsidiary i.e. Phoenix Surgicare Private Limited, together st with the Auditors'' Report thereon for the year ended 31 March, 2013 are annexed.

ACHIEVEMENTS :

Your Company continues to enjoy "Star Export House" status from the Government of India and ISO 9001-2008 certification for quality. The Company has also got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region).

DEPOSITS:

The Company has not accepted any public deposits so far.

DIRECTORS:

Pursuant to provisions of Section 256 of the Companies Act, 1956, Mr. Sambit Mohanty, Dr. N. C. Pal and Mr. Supratim Basu retire by rotation at the ensuing Annual General meeting and, being eligible, may offer themselves for reappointment.

Your Directors recommend their reappointment.

COST AUDITOR:

The company has appointed M/s S. S. Sonthalia & Co. Cost Accountants, Bhubaneswar to audit the cost accounts related to the company''s product Electric Transformer for the year 2013-14. The company has received a certificate stating their appointment, if made, would be with the prescribed limit under section 224(1B) of companies Act 1956.

AUDITORS'' OBSERVATION:

During the financial year 2012-2013 there is no audit qualification in the Company''s financial statements. The company will continue to adopt best practices to ensure the regime of unqualified financial Statements.

AUDITORS AND AUDITORS'' REPORT:

M/s A.K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the, prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts for the year ended March 31, 2013 the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been on a going concern basis.

DIVIDEND:

Your Directors has not recommended any Dividend during this financial year.

The un-paid dividend for the Financial Year 2008-09 & 2009-10 is Rs.1, 43,796 & Rs.1, 86,622 as on 31.03.2013 respectively. All the shareholders who have not received the dividend warrant/not yet en-cashed the same, are requested to apply to the Company or its Registrar and Share Transfer Agent i.e. M/s MCS Share Transfer Agent Limited, 12/1/5, Manoharpukur Road, Kolkata-700026. e-mail :mcssta@rediffmail.com.

Members are requested to note that dividends not en- cashed or claimed within seven years from the date of transfer to the Company''s Un-paid Dividend Account will as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE:

st During the financial year ending on 31 March, 2012, no amount has been transferred to General Reserve in accordance with the provisions of Companies (Transfer of profits to Reserves) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY

CONSERVATION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1)(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A".

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT:

Cash Flow:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-26(7a)) attached in compliance of Account Standard No.AS-18.

Listing:

The Company''s shares are listed on the ‘The Bombay Stock Exchange Limited''. The Annual listing fees to the ‘The Bombay Stock Exchange Limited'' for the year 2013-14 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges.

Permission is still awaited from Bhubaneswar and the Calcutta Stock Exchange with respect to the delisting application made by Company.

CORPORATE GOVERNANCE :

"Corporate Governance is the system by which Companies are directed and controlled. It also includes Board''s accountability to the Company and stakeholders, strategic vision and effective monitoring by the Board, protection and equitable treatment of all stakeholders as well as timely disclosure. Corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target.

Corporate governance at Alfa Transformers Limited (ATL)''s a value-based framework to manage our Company affairs in a fair and transparent manner. We have evolved guidelines and best practices over the years to ensure timely and accurate disclosure of information regarding our financials, performance, leadership and governance of the Company. We are an ethically responsible company, operate with transparency, validate commitment and sincerity, both vertically and horizontally across the organization with a spirit of integrity.

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM:

After expiry of ISO 9001:2000 accredited by NQA QSR, the company has been ISO 9001-2008 accredited by TUV SUD South Asia Private Limited with effect from 26.05.2010. The company successfully established and applies the quality systems. The quality management systems are applicable to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers".

INDUSTRIAL RELATIONS :

The industrial relations continued to be generally peaceful & cordial.

MANAGEMENT''S DISCUSION AND ANALYSIS:

Management''s Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure ‘C'' forming part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders clients,

Bank, Central & State government, the company''s valued investors and all other business partner for their continue co-operation and excellent support received during the year.

FOR AND ON BEHALF OF THE BOARD

PLACE : BHUBANESWAR DILLIP KUMAR DAS

DATE : 29 May,2013 CHAIRMAN


Mar 31, 2012

The Directors are pleased to present the Thirtieth Annual Report and the Audited Accounts of your Company for the financial year ended 31st March, 2012, together with the Auditors' Report thereon.

FINANCIAL RESULTS:

The financial performance of your Company for the year under review in comparison to previous year are given below in a summarized format:

(Rs.in lakhs)

Particulars 2011-12 2010-11

Net Sales/Income from operations (a b c) 1924.30 2057.55

(a) Export Sales 16.35 243.63

(b) Domestic Sales 1850.08 1752.54

(c) Income from operations 57.87 61.38

(d) Other Income 20.30 25.17

Total Income (a b c d) 1944.60 2082.72

Less: Total Expenditure 1793.68 1855.04

Profit before interest & Depreciation 150.92 227.68

Interest & Finance charges 270.62 206.67

Depreciation 89.92 82.92

Profit Before Tax (209.62) (61.91)

Income Tax 0.00 0.00

Deferred Tax (19.10) 19.10

Net Profit after Tax (228.72) (42.81)

Note: Previous year's figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE :

The Company's financial position during the year has been badly affected due to global economic meltdown and recession of 2008-09 and subsequent political turmoil during the year of 2011 in Libya.

Due to disturbance in Libya our outstanding dues of 3.15 cores remain unpaid for 2 years and only recently we have received Euro 2.50 Lacks (Rs.1.67 Cores) . Similarly payment against export consignment of worth Rs.1.03 Cores was received partly (90%) after 10 months. Transformers, raw-materials, & Goods in process about 1.5 cores could not be exported, which are still remains in stock. The resultant effect on finance was extremely bad, as there is reduction of working capital, & increase of interest on fresh Working capital Term Loan of 3.3 cores to meet the short fall.

Some of the financial parameters are given hereunder:

Particulars 2011-12 2010-11

Export Sales 16.35 243.63

Domestic Sales 1850.08 1752.54

Other Income 20.30 25.17

Profit Before Tax (209.62) (61.91)

Profit after Tax (228.72) (42.81)

EPS (4.27) (0.80)

VALUATION:

The Profit before tax & Profit after tax have been decreased by (238.92) % and (434.75) % respectively from last year. The EPS has decreased for the accounting year to Rs(4.27) from Rs (0.80) of 2010-11.

FUTURE PROSPECTtSh:

With effect from 9th January 2010, all distribution transformers purchased by Govt. Electricity utilities are of Star rated transformer. Your company has already received following ratings from Bureau of Energy efficiency (BEE):

5 star rating for 16 KVA, 25KVA, 63 KVA, 100 KVA

4 Star rating for 16 KVA, 25KVA, 63 KVA, 100 KVA and 200 KVA

3 star rating for 25KVA, 63 KVA

The states like Gujarat, & Rajasthan patronizes Energy Efficient Transformers and regularly buying Amorphous Metal Distribution Transformers in large quantities. Recently Gujarat Electricity utilities have floated tenders for the requirement for the distribution transformers of about 100 Cores. Hence your company is expecting orders during next financial year.

The company is also very much hopeful of execution of export Orders during the Year 2012-13. The 1 Lot of 34 numbers of different ratings of distribution transformers are inspected and kept ready for shipment.

The company is also hopeful of receipt of the old outstanding towards services during the Year.

Your company is now planning to dispose of surplus, unutilized assets for reducing the working capital & term Loan Liabilities during the year.

The performance of the company is expected to be better during the year 2012-13.

SUBSIDIARY COMPANY:

Phoenix Surgicare Private Limited (previously Jashoda Trades Private Limited) is the only wholly owned Subsidiary Company of your Company. The Company has not started any business activities till the end of this financial year.

Audited Statements of accounts of the Company's Subsidiary:

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, along with the report of the Board of Directors relating to the Company's Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors' Report thereon for the year ended 31st March, 2012 are annexed.

ACHIEVEMENTS:

Your Company continues to enjoy "Star Export House" status from the Government of India and ISO 9001-2008 certification for quality. During the year under review, the Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA (Eastern Region).

DEPOSITS :

The Company has not accepted any deposits so far.

DIRECTORS :

Pursuant to provisions of Section 256 of the Companies Act, 1956, Mr.S. K. Nanda, Mr. B. N. R. Patnaik and Mr. Niranjan Mohanty retire by rotation at the ensuing Annual General meeting and, being eligible, may offer themselves for reappointment.

Your Directors recommend their reappointment.

AUDITORS' OBSERVATION:

During the financial year 2011-2012 there is no audit qualification in the Company's financial statements. The company will continue to adopt best practices to ensure the regime of unqualified financial Statements. AUDITORS AND AUDITORS' REPORT :

M/s A.K. Sabat & Co, Chartered Accountants. Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the, prescribed limits under Section 224(1B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards read with requirements set out under Revised Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been on a going concern basis.

DIVIDEND :

Your Directors has not recommended any Dividend during this financial year.

The un-paid dividend for the Financial Year 2008-09 & 2009-10 is Rs.1,87,087.45 & Rs.1,44,096.00 as on 31.03.2012 respectively. All the shareholders who have not received the dividend warrant/not yet en-cashed the same, are requested to apply to the Company or its Registrar and Share Transfer Agent i.e. M/s MCS Limited, 77/2A, Hazra Raad, 5t Floor, Kolkata-700029.

Members are requested to note that dividends not en- cashed or claimed within seven years from the date of transfer to the Company's Un-paid Dividend Account will as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE :

During the financial year ending on 31 March, 2012, no amount has been transferred to General Reserve in accordance with the provisions of Companies (Transfer of profits to Reserves) Rules, 1975.

TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1 )(e) of the Companies Act,1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A".

PERSONNEL

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956. DISCLOSURE AS PER LISTING AGREEMENT :

Cash Flow:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Related Party Transactions:

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-7) attached in compliance of Account Standard No.AS-18.

Listing:

The Company's shares are listed on the 'The Bombay Stock Exchange Limited'. The Annual listing fees to the 'The Bombay Stock Exchange Limited' for the year 2012- 13 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges.

Permission is still awaited from Bhubaneswar and the Calcutta Stock Exchange with respect to the delisting application made by Company.

CORPORATE GOVERNANCE :

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM :

After expiry of ISO 9001:2000 accredited by NQA QSR, the company has been ISO 9001-2008 accredited by TUV SUD South Asia Private Limited with effect from 26.05.2010. The company successfully established and applies the quality systems. The quality management systems are applicable to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers".

INDUSTRIAL RELATIONS:

Though your Company had harmonious relations with their workmen in the past years, recently it is disturbed. Th^ last settlement with workers union has expired since 30 April 2011. Reconciliation proceeding were held in the office of DLO for charter of demand submitted by the union. While the discussion was in progress in stages the union all of a sudden declined to discuss further. The failure report was submitted by DLO on 10.04.2012.

MANAGEMENT'S DISCUSION AND ANALYSIS:

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure 'C' forming part of the Annual Report.

ACKNOWLEDGEMENTS :

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from financial institutions.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company.

FOR AND ON BEHALF OF THE BOARD

DILLIP KUMAR DAS

PLACE: BHUBANESWAR CHAIRMAN

DATE: 22nd June, 2012


Mar 31, 2010

The Directors are pleased to present the Twenty-eighth Annual Report and the Audited Accounts of your Company tor the financial year ended 31.03.2010, together with the Auditors Report thereon.

FINANCIAL RESULTS:

The financial performance of your Company for the year under review in comparison to previous year are given below in a summarized format:

(Rs.in lakhs)

Particulars 2009-10 2008-09 Increase/ (Decrease) in %

Net Sales/Income from operations (a+b+c) 2052.19 3304.00 (37.89)

(a) Export Sales 371.82 1823.00 (79.60)

(b) Domestic Sales 1556 92 1189.53 30.89

(c) Income from operations 123.45 291.47 (57.65)

(d) Other Income 99.91 57.04 75.15

Total Income (a+b+c+d) 2152.10 3361.04 (35.97)

Less: Total Expenditure 1771.58 2569.42 (31.05)

Profit before interest & Depreciation 380.52 791.62 (51.93)

Interest & Finance charges 185.14 210.43 (12.02)

Depreciation 77.77 56.31 38.12

Profit Before Tax 117.60 524.88 (77.59)

Income Tax/Fringe Benefit Tax (15.03) (149.27) (89.93)

Deferred Tax (26.81) (23.55) (13.87)

Net Profit after Tax 75.76 352.06 (78.48)

Note: Previous years figures are regrouped wherever necessary

FINANCIAL PERFORMANCE:

The impact of global economic meltdown and recession of 2008-09 has been reflected on the financial performance of current year. During the year under review, the Company could not get any export orders, except leftover contracts of previous year. This is due to the impact of global recession of 2008-2009. However, turnover in respect of domestic sales has been increased by 30.89% in comparison to last year. But, overall, financial results of current year have been decreased in comparison to last year. Some of the financial parameters are given hereunder-

Particulars 2009-10 2008-09 Variance +/(-) Net Sales

- Export Sales 371.82 1823.00 (79.60)

- Domestic Sales 1556.92 1189.53 30.89

Profit Before Tax 117.60 524.88 (77.59)

Profit after Tax 75.76 352.06 (78.48)

EPS 1.41 6.57 (78.53)

VALUATION :

The Profit before tax & Profit after tax have been decreased by 77.59% and 78.48% respectively from last year. The EPS has also decreased for the accounting year to Rs.1.41 from Rs.6.57 of 2008-09.

FUTURE PROSPECTS:

It is not out of place to mention here that, Government of India has constituted an Organization named as Bureau of Energy Efficiency" who have issued a mandate on 9th January2010, that all Distribution Transformers to be

purchased shall be of minimum of 3-Star Rating. It is cost effective to manufacture Distribution Transformers with Amorphous Metal Core to achieve 3-Star, 4-Star & 5-Star Ratings. In fact, your Company has already received 5-Star for 16 KVA and 4-Star ratings for 63 & 100 KVA from Bureau of Energy Efficiency. We have also applied for above Star ratings for other Transformers like 10,16,25,63 & 100 KVA for Unit I & IV. The States like Maharashtra, Gujarat and Rajasthan patronizes Energy Efficient Transformers and regularly buying Amorphous Metal Distribution Transformers in large quantities. Further, in view of thrust and policy of Government of India to electrify all Villages by 2020, the demand of Energy Efficient Transformers is likely to grow exponentially in coming year. Recently, Gujarat government called for Amorphous Metal Distribution Transformers worth more than 60 Crores. Rajasthan and Maharashtra are also floating large tender. Keeping these in views, your board in its meeting held on 30.07.2009 approved to set-up an Amorphous Metal Distribution Transformers manufacturing Plant at Vadodara with the support from Hitachi Metal (India) Limited and the process is going-on. The proposed capacity of the Plant would be 1000 Tons per annum and the cost of the project is Rs.445.00 Lakhs. From this project we will be able to meet tote demand of AMDT Transformers in Western India.

However, due to global economic meltdown & recession of 2008-09, compelled with inflation of input cost and entry of new transformers Companies & expansion of existing units, the transformer industries as a whole are facing a difficult period. Moreover, the rupee devaluation in comparison to Euro/US Dollars results ih decrease in profits in Exports. The prices of main raw materials like

Copper, CRGO, etc. have been increased in international Market resulting higher input cost. Your Company is focusing on domestic orders from Utilities & Private customers and also taking all possible steps for procuring orders from overseas. During this current year, your Company has already procured orders from Jaipur Vidyut Vitaran Nigam(JVVNL); Rajasthan and hopeful of getting further orders from Gujarat Electricity Utilities, CESU & other Electricity Board, the orders will be finalized within next two/three months.

SUBSIDIARY COMPANY:

Phoenix Surgicare Private Limited (previously Jashoda Trades Private Limited) is the only wholly owned Subsidiary Company of your Company. The Company has not started any business activities till the end of this financial year. During the year under review, the registered office of the Subsidiary Company has been shifted to Plot No.3337, Mancheswar Industrial Estate, Bhubaneswar- 751010, Orissa from 403, Nupur Building, Holly Cross Rd., IC Colony, Boriwali, West Mumbai-400103 as per the CLB order NO.05/17/CLB/MB/2010/493 dated 20.01.2010. The proposal of merger of the Subsidiary Company i.e. Phoenix Surgicare Private Limited with the Holding Company i.e. Alfa Transformers Limited has been deferred for the time being.

Audited Statements of accounts of the Companys Subsidiary :

As required under Section 212 of the Companies Act, 1956, the audited statements of accounts, alongwith the report of the Board of Directors-relating to the Companys Subsidiary i.e. Phoenix Surgicare Private Limited, together with the Auditors Report thereonrfor the year ended 31st March, 2010 are annexed. ACHIEVEMENTS:

Your Company continues to enjoy "Star Export House" status from the Government of India and ISO 9001-2008 certification for quality. During the year under review, the Company has got the award of STAR PERFORMER FOR THE YEAR 2007-08 from EEPCINDIA (Eastern Region)

DEPOSITS:

The Company has not accepted any deposits so far.

DIRECTORS:

Pursuant to provisions of Section 256 ©f the Companies Act, 1956, Mr.Santosh Kumar Nanda, Mr. Sambit Kumar Mohanty and Dr. N.C.Pal retire by rotation at the ensuing Annual General meeting and, being eligible, offer themselves for reappointment.

Your Directors recommend their reappointment.

During the year under review, Mr. Niranjan Mohanty and Mr. B.N.R.Patnaik were appointed as an Additional Director of the Company with effect from 22.12.2009 and 29.01.2010 respectively by the Board of Directors. Further, Mr. Sandeep Daga, Mr. Saroj Kumar Ray and Mr. Sushil Kumar Nayak have resigned from the Board with effect from 06.10.2009, 22.12.2009 and 29.01.2010 respectively. The Board is pleased to welcome Mr. Niranjan Mohanty and Mr. B.N.R.Patnaik, the newly appointed Non-Executive Independent Directors of the Company and placed on record its deep sense of appreciation for the invaluable contribution made by Mr. Sandeep Daga, Mr. Saroj Kumar

Ray and Mr. Sushil Kumar Nayak during their tenure as Non-Executive Independent Directors.

AUDITORSOBSERVATION :

During the financial year 2009-2010 there is no audit qualification in the Companys financial statements. The company will continue to adopt best practices to ensure the regime of unqualified financial Statements.

AUDITORS AND AUDITORS REPORT:

M/s A.K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the ensuing Annual General Meeting and has given their consent for re-appointment. The Company has received a certificate from them to the effect that appointment if made, would be within the, prescribed limits under Section 224(1 B) of the Companies Act, 1956.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and do not call for any further comments.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i) In the preparation of the annual accounts for the year ended March 31, 2010, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

ii) The accounting policies adopted are consistent and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been on a going concern basis.

DIVIDEND:

Your Directors are pleased to recommend Dividend of 10% (@Re.1/-per share) which is subject to approval of shareholders in the ensuing 28th Annual General Meeting, which is stated in the notice of the Annual General Meeting.

The un-paid dividend for the Financial Year 2008-09 is Rs.1,94,497/- as on 31.03.2010. All the shareholders who have not received the dividend warrant/not yet en-cashed the same, are requested to apply to the Company or its Registrar and Share Transfer Agent i.e. M/s MCS Limited, 77/2A, Hazra Raad, 5th Floor, Kolkata - 700029.

Members are requested to note that dividends not en- cashed or claimed within seven years from the date of transfer to the Companys Un-paid Dividend Account will as per Section 205A of the Companies Act, 1956, be transferred to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE :

During the financial year ending on 31st March, 2010, an amount of Rs.50,00,000/- (Rupees Fifty Lakhsfonly has been transferred to General Reserve in accordance with

the provisions of Companies(Transfer of profits to Reserves) Rules,1975.

TECHNOLOGY ABSORPTION, ENERGY

CONSERVATION, FOREIGN EXCHANGE EARNING AND OUTGO:

Information pursuant to Section 217(1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules,1988 are given in Annexure "A".

PERSONNEL:

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged by section 217(2A) of the Companies, Act, 1956.

DISCLOSURE AS PER LISTING AGREEMENT:

Cash Flow:

The cash flow statement in accordance with accounting standard and cash flow statement (AS-3) issued by ICAI is appended to this Annual Report.

Related Party Transactions :

As a matter of policy, your company carries out transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to Account (Note-O) attached in compliance of Accounting Standard No.AS-18.

Listing :

The Companys shares are listed on the The Bombay Stock Exchange Limited. The Annual listing fees to the The Bombay Stock Exchange Limited for the year 2010- 11 have been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges :

Permission is still awaited from Bhubaneswar and the Calcutta Stock Exchange with respect to the delisting application made by Company.

CORPORATE GOVERNANCE:

The Company has complied with all mandatory provisions of Corporate Governance as prescribed under clause 49 of the Listing Agreement. A report on Corporate Governance is annexed in "Annexure B" to the report, along with the certificate on its compliance from the Auditors forms part of this report.

QUALITY SYSTEM :

After expiry of ISO 9001:2000 accredited by NQA QSR, the company has been ISO 9001 -2008 accredited by TUV SUD South Asia Private Limited with effect from 26.05.2010. The company successfully established and applies the quality systems. The quality management systems are applicable to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers".

INDUSTRIAL RELATIONS:

Your Company has had harmonious industrial relations throughout the year under review at all levels of the organization, and would endeavor to maintain this cordial relationship. Regular meetings were held with the recognized Union to discuss and resolve the various employees related issues.

MANAGEMENTS DISCUSION AND ANALYSIS :

Managements Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section as Annexure C forming part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors wish to express their grateful appreciation for the assistance and co-operation received from State Bank of India and Axis Bank Limited, Bhubaneswar.

Cordial relations prevailed during the year with the employees. Your Directors wish to place on record their deep sense of appreciation to employees at all levels for their hard work, dedication and commitment .The enthusiasm and unstinting efforts of the employees have enabled the Company to maintain in the industry in spite of increased competition.

Your Directors also wish to express their gratitude to investors for the continued faith reposed by them in the Company. .

FOR AND ON BEHALF OF THE BOARD

Sd/- PLACE: BHUBANESWAR DILLIP KUMAR DAS

DATE: 29th May, 2010 CHAIRMAN

 
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