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Directors Report of IMP Powers Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present their 52nd Annual Report on the business and operations of your Company together with the Audited Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS:

The financial and operating highlights for the year under review of the Company and that of the previous financial year, are given below:

(Rs. in Lacs)

PARTICULAR *MARCH 31, 2014 *MARCH 31, 2013 (9 Months)

Gross Turnover 28636.18 22690.05

Turnover Net of Excise Duty 26124.90 20509.99

Other Income 54.61 27.79

Total Revenue from Operations 26179.51 20537.78

Profit before finance cost, depreciation and taxes 2459.16 2004.05

Less : Depreciation 493.39 332.70

Less: Finance Costs 1905.60 1330.47

Profit before tax 60.17 340.88

Less : current tax 12.90 139.33

Less : deferred tax 24.96 (26.61)

Profit after tax 22.30 228.16

Add: Profit brought forward from Previous Year 2027.50 2024.97

Profit Available for Appropriation 2049.80 2253.13

Appropriation Proposed Dividend (Equity) 40.68 40.68

Proposed Dividend (Preference) 7.24 7.36

Tax on Dividend 11.22 6.60

Transfer to 4% Preference Share Capital Redemption Reserve 81.67 18.38

Transfer to 1% Preference Share Capital Redemption Reserve 110.87 110.87

Transfer to Bond Redemption Reserve 55.66 41.74

Surplus Carried to Balance Sheet 1742.47 2027.50

2049.80 2253.13

Earning Per Share

Basic 0.13 2.71

Diluted 0.13 2.71

* Note: The Figures mentioned above in respect of the Financial Year ended 31st March, 2014, are not comparable with the previous year''s figures as the previous Financial Year ended 31st March, 2013 of your Company was of 9 months (Nine Months).

DIVIDEND:

Your Directors'' are pleased to recommend a Dividend of Re. 0.50 (i.e. @5%) per Equity Share on 8136563 Equity Shares of Rs.10/- each for the Financial Year ended 31st March, 2014.

BUSINESS SCENARIO:

With a divergent growth globally, modest recovery from advanced economic and continued slow-down in emerging economies, a relatively subdued domestic performance coupled with overall deceleration of India'' GDP growth and marked currency depreciation had a significant negative impact on the general business environment.

Despite the extremely challenging Indian Transformers Industry, especially due to challenging market scenario, emergence of new players as well as multinationals, larger capacity addition, and volatility in major raw material prices, your Company has sustained its growth level and its performance was satisfactory.

During the Year under review your Company manufactured 7127 MVA and achieved a total income of Rs 261.80 crore. Inspite of the higher production, Sales were 6410 MVA, due to delay by customers in taking delivery and delay in opening of LC''s.

The sales under review on consolidated account basis of the year under review were Rs. 264.38 crore and Profit after Tax (PAT) was Rs. 0.58 crore.

ACHIEVEMENTS:

* YOUR COMPANY AS ON 31ST MARCH, 2014, HAVE AN ALL TIME HIGH ORDER BOOK OF RS. 346 CRORE (TRANSFORMERS) AND HYDRO PROJECTS OF RS. 87 CRORE AGREEGATING TO RS. 434 CRORE.

The details of which are provided as under:

Order Book (in MVA) Order Book (Rs. in Crore)

Transformers

SEB 6047 248

EPC 796 35

Deemed Exports 1324 64

Hydro projects - 87

Total 8167 434

* Your Company on 3rd May, 2014 has been felicitated by its lead Bank, State bank of Hyderabad for being one of its important customers.

* Your Company has been awarded a single order of 91 nos of 25 MVA/ 132 KV transformers amounting to Rs. 101 crore from RRVPNL & is under execution.

* Your Company has received an Order of Rs. 40 crore from 3 MNCs (2 from spain and 1 from Dubai) for their projects in India.

* Your Company constructed Air Condition and Control Environment in core coil assembly section in addition to winding section making a complete dust free section.

* Your Company has received approval from the following New Vendors:

Gujarat Energy Transmission Corporation Ltd. (GETCO) for 315 MVA 400KV class auto transformers Power Transmission Corporation of Uttarakhand Ltd. (PTCUL) for 315 MVA 400 KV class auto transformers

* Your Company''s Managing Director, is also the Member of the Indian Electrical and Electronic Manufacturer''s Association (IEEMA) and has been elected as the Chairman of ELECRAMA 2016, which is the largest T & D Exhibition in the World.

Finance and Rating:

Despite the challenging and gloomy business scenario, the Credit rating agency, CARE, in their recent evaluation, has rated your Company as CARE "BBB" for long term credit rating and CARE "P3" for short term credit rating.

Future Growth Prospects:

In India, the demand for equipment used in power sector is multiplying at a rapid rate because of social, economic and industrial development. The new government plans to fund up to 75% of the investment required to supply electricity through separate feeders for agricultural and rural domestic consumption, will benefit the Power Sector Companies and ultimately boost the regional demand for power transformers. The Government of India in the present era has shifted its focus to the transmission & distribution sector of the country, which is expected to offer abundant growth opportunities for the players operating in the electrical equipment market of India.

The government''s commitment to provide 24x7 uninterrupted power supply to all homes and Deendayal Upadhyaya Gram Jyoti Yojana to augment power supply to rural areas, strengthen the sub-transmission and distribution systems will ultimately boost the demand for Power Transformers.

Your Company with a ''state of art'' facility to manufacture Power Transformers up to 400 KV Voltage Class, is fully equipped with most modern Plant & Machinery to grab the opportunity provided by the domestic power transformer market. With all in- house testing arrangements to conduct Routine, Acceptance & all Type Tests as per IS & IEC standards, your Company always strive for total customer satisfaction by providing quality products and service on time.

Despite the global financial crisis, the industry has seen an increasing trend in the transformer export, which contributes significantly to the revenue. Hence, your Company''s major thrust is on exports by increasing its market presence across in countries like Africa and the Middle East, tying up with several International EPC players by designing and manufacturing quality products, improving productivity, maintaining costs and meeting global standards through efficient performance.

Subsidiary Company:

IMP Energy Ltd (IEL), a Subsidiary Company of IMP Powers Ltd. incorporated in the year 2012, is acting as a Project Management Consultancy (P.M.C.) with a clear vision of providing excellence and perfection to explore emerging opportunities in mini and small Hydro Power Projects up to 25 MW. The company has made long strides in a very short span in providing most modern technology effecting fresh innovations resulting in perfect results. IEL has ventured into this sector not only to provide end to end solutions in Hydro power but also to support the Government of India''s latest thrust in renewable energy.

Coupled with above, the demand for the renewable energy is also going to go up. Thus your company''s Subsidiary, IMP Energy Ltd., incorporated with a clear objective to explore emerging opportunities in micro and small Hydro Power Sector, is also comfortably placed. IEL received 13 small Hydro projects orders totalling 12.7 MW & amounting to Rs. 137.01 crore in Leh and Kargil, the progress of which is satisfactory.

Exemption under Section 212(8) of the Companies Act, 1956:

As per the general exemption granted under Section 212(8) of the Companies Act, 1956 by the Government of India, Ministry of Corporate Affairs, New Delhi vide its General Circular No.2/2011, dated 8th February, 2011, the audited annual accounts and other documents of the Subsidiary as specified under Section 212 of the Act are not attached to the Annual report of your Company. Members desiring to have a copy of audited Annual Accounts and the related detailed information of IEL, subsidiary of the Company, may write to the Company Secretary at the Corporate Office of the Company and they will be provided with the same upon such a request. Annual Accounts of the subsidiary company will also be kept for inspection of the Members at the Corporate Office of Your Company in the working days of the Company between 2.00 p.m. to 4.00 pm. A statement pursuant to Section 212 of the Companies Act, 1956, in respect of the Subsidiary Company is annexed herewith and forms part of this Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Ltd., (BSE) and National Stock Exchange of India Ltd. (NSE) and in accordance with the requirements of Accounting Standards AS-21, issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary are annexed to this Annual Report.

DIRECTORS:

Shri Ramniwas R Dhoot, was re-appointed as the Chairman of the Company for a further period of 3 years w.e.f 1st April, 2014, subject to the approval of the Members and Shri Ajay R Dhoot and Shri Aaditya R Dhoot, were also re-appointed as the Managing Director and as the Jt. Managing Director of the Company respectively, for a further period of 5 years w.e.f 1st April, 2014, subject to the approval of Members. The Board of Directors at their Meeting held on 29th May, 2014 had designated Shri Ajay R Dhoot as the Vice-Chairman and Shri Aaditya R Dhoot as the Managing Director of the Company. The Board hereby recommends the re-appointment of Shri Ramniwas R Dhoot Chairman of the Company for a further period of 3 years w.e.f 1st April, 2014 and Shri Ajay R Dhoot, designated as Vice-Chairman and Shri Aaditya R Dhoot, designated as Managing Director of the Company for a further period of 5 years w.e.f 1st April, 2014 to the Members of the Company.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Rajkamal Sukhani was appointed as an Additional Director w.e.f. 13th August, 2014, she holds office up to the date of the ensuing Annual General Meeting. The Company has also received requisite notice in writing from a member proposing her candidature for the office of an Independent Director of the Company, to hold office for a period of 5 (five) consecutive years commencing from 30th September, 2014.

Pursuant to the provisions of the Companies Act, 2013, Shri Rajendra Mimani, Director-Marketing, retires by rotation and being eligible offers himself for re-appointment.

Shri R.T. RajGuroo, Shri Jayant Godbole, Shri Siby Antony and Shri Prashant Pandit, Independent Directors of the Company whose period of Office was liable to determination by retirement of Directors by rotation under the erstwhile applicable provisions of the Companies Act, 1956 are being appointed as Independent Directors for a term of five consecutive years.

In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made thereunder for appointment as Independent Directors and are independent of the management.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges. Members are requested to refer to the Notice and Explanatory Statement for the experience, qualification and tenure of the Independent Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

* That in the preparation of the Accounts for the Financial Year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

* They 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 as at 31st March 2014 and of the profit of the company for that period;

* They have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act,1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

* The Accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Batliboi & Purohit, Chartered Accountants, (bearing ICAI Registration No. 101048W), the Statutory Auditor of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment.

The Company has received a written consent from M/s. Batliboi & Purohit, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) & Section 141(3)(g) of the Companies Act, 2013 and the rules made there under, as may be applicable.

AUDITORS'' REPORT:

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended 31st March, 2014, does not contain any qualification.

COST AUDITORS:

The Company has appointed M/s. V.J. Talati & Co., as the Cost Auditors to conduct the audit of cost accounting records maintained by the Company for the Financial Year 2014-2015, subject to the approval of the Central Government. The Cost Audit Report for the Year ended 31st March, 2014 will be filed on or before the duedate.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed review by the Management on operation, performance and future outlook of the company and its business, is presented in a separate section viz: Management Discussion and Analysis forming part of this Annual Report.

CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to the Corporate Governance and is fully compliant with the conditions stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges.

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter on the compliance with the conditions of Corporate Governance together with a certificate from Statutory Auditors of the Company in this regards is annexed hereto and forms part of the Corporate Governance Report.

A Code of Conduct for Directors and Senior Management Personnels, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy and the Ethical Code of Conduct for for Directors and Senior Management Personnels and Employees of the Company etc., effectively support the Corporate Governance processes.

CODE OF CONDUCT COMPLIANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the declaration signed by the Managing Director regarding Code of Conduct Compliance for the financial year ended 31st March, 2014 is annexed and forms part of the Corporate Governance Report.

PUBLIC DEPOSITS/ LOANS & ADVANCES:

Your Company has not accepted any deposits from the public, or its employees during the year under review. The Company has not given any loans/advances to its subsidiary, the particulars of which is required to be disclosed pursuant to Clause 32 of the Listing Agreement, in the Annual Accounts of the Company.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company prepared in accordance with applicable Accounting Standards forms a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

Your Directors at their Meeting held on 29th May, 2014, have constituted the Corporate Social Responsibility (CSR) Committee of the Board comprising of Shri Ajay R Dhoot as the Chairman and Shri Aaditya R Dhoot and Shri Siby Antony as the other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has adequate internal control procedures commensurate with its size and nature of business, in order to ensure that all the transactions are duly authorised, recorded and reported correctly.

Internal audit is looked after by independent firm of Chartered Accountants, M/s Sharp & Tannan Associates who audit the adequacy and effectiveness of internal controls laid down by the management and suggest improvements. Summarized Internal Audit observation/reports are reviewed by the Audit Committee on a regular basis. The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports and adequacy of internal controls and risks management.

INSURANCE:

The properties, and all insurable assets of your Company are adequately insured.

HUMAN RESOURCES:

Your Company continues to place significant importance on its Human Resources, enjoys cordial relations at all levels and recognizes that personnel are its principal assets. The Company also believes that its growth is always dependent upon its ability to attract and retain good quality personnel. A full-fledged Human Resources Department has been set up which is entrusted with the responsibility of recruiting new talent from the market, retaining and developing skills of the employees of the Company by conducting various trainings in its in-house training centre at the Silvassa Factory.

Your Company''s Industrial relations at all divisions continued to be harmonious during the year.

INDUSTRIAL RELATIONS:

The industrial relations continued to be generally peaceful and cordial.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy, technology absorption and foreign exchange earnings and outgo as required to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, is given in Annexure I forming part of this Report.

PARTICULARS OF EMPLOYEES:

The Company has not employed any employee drawing remuneration in excess of the limits prescribed, under Section 217 (2A) of the Companies Act,1956 read with Companies (Particular of Employees) Rules, 1975 as amended vide Companies (Particular of Employees) Amendment Rules, 2011 during the year under review.

ACKNOWLEDGEMENT:

The Board of Directors takes this opportunity to thank all, investors/ shareholders, consumers, dealers, distributors, clients, vendors for their continued support. The Board is also thankful to the bankers for extending timely assistance in meeting the financial requirement of the Company. It would further like to place on record the co-operation and assistance provided by Government Departments, Stock Exchanges and other regulatory authorities. Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company.

For and on Behalf of Board of Directors

Sd/- Ramniwas R Dhoot Chairman

Place: Mumbai Date: 13th August, 2014


Mar 31, 2013

To , The Members Of IMP POWERS LIMITED

The Directors are pleased to present their 51st Annual Report on the business and operations of your Company together with the Audited Accounts for the Financial Year ended 31st March, 2013 (Nine Months).

FINANCIAL RESULTS:

The financial and operating highlights for the year under review, of the Company and that of the previous financial year, are given below:

(in lakhs) PARTICULAR *MARCH 31, 2013 (9 Months) JUNE 30,2012 (12 Months)

Gross Turnover 22690.05 30717.84

Turnover Net of Excise Duty 20509.99 28224.27

Other Income 27.79 9.01

Total Revenue from Operations 20537.78 28233.28

Profit before finance cost, depreciation and taxes 2004.05 3367.32

Less : Depreciation 332.70 426.44

Less: Finance Costs 1330.47 1922.30

Profit before tax 340.88 1018.58

Less : current tax 139.33 205.78

Less : deferred tax (26.61) 92.83

Profit after tax 228.16 719.97

Add: Profit brought forward from Previous Year 2024.97 1647.68

Profit Available for Appropriation 2253.13 2367.65

Appropriation

Proposed Dividend (Equity) 40.68 122.05

Proposed Dividend (Preference) 7.36 9.80

Tax on Dividend 6.60 19.80

Transfer to 4% Preference Share Capital Redemption Reserve 18.38 24.50

Transfer to 1% Preference Share Capital Redemption Reserve 110.87 110.87

Transfer to Bond Redemption Reserve 41.74 55.66

Surplus Carried to Balance Sheet 2027.50 2024.97

Earning Per Share Basic 2.71 8.73

Diluted 2.71 8.73

*Note: Your Company has changed its Financial Year, to April to March from July to June vide its Board Resolution No. 5(c) dated 14th May, 2012, accordingly the current Financial Year 2012-13 was for Nine Months i.e. from 1st July, 2012 to 31st

March, 2013. Hence, the data as mentioned above for the Financial Year ended 31st March, 2013 (Nine Months) are not comparable with the previous year''s figures.

DIVIDEND:

Your Directors'' recommended a Dividend of Re.0.5/- (i.e. @5%) per Equity Share on 8136563 Equity Shares of Rs.10/- each for the Financial Year ended 31st March, 2013 (Nine Months) from the current Year''s Profit.

YEAR IN RETROSPECT:

Your Company has sustained its growth level and its performance was encouraging when viewed against the backdrop of the extremely challenging business context in which it was achieved, namely, the continued economic slowdown, weakening of rupee against the dollar leading to costlier imports, intense competition in the domestic segment, delay in getting clearance and completion of projects, government''s inability to meet the targeted power generation plans.

Your Company manufactured 5759 MVA in nine months period of the year under review and achieved a total income of Rs 205.38 crores. Despite the higher production compared to last year, the revenue was not in line with increase in production due to low realization per MVA. Profit after Tax (PAT) stood at Rs. 2.28 crores, due to stiff competition on account of over capacity in transformer industry in Indian Market.

The consolidated sales of the year under review was Rs. 207.49 crores and PAT was Rs. 2.52 crores.

As on 31st May 2013, your Company had an order book position of Rs 300 crores. The table below indicates the division of orders amongst different class of transformers:

Transformer Class Order Book (INR crores) %

Upto 33 KV 0.85 0.34

>33 KV & <72 KV 6.31 2.50

>66 KV & <132 KV 8.62 3.41

>132 KV & <220 KV 236.78 93.75

Total Transformer orders 252.56

Hydro projects 47.00

Total Order Book 299.56

Your Company has maintained its Leadership position in the 132 & 220 KW segment and it is amongst the top 7 manufacturers in two segments.

Your Company has set up state-of-the-art manufacturing facility to manufacture transformers upto 400 KV class and has entered into the elite league of manufacturers of 400 KV transformers in the country.

Your Company has started a separate repair division segment during the year, whereby it renders repairing facilities for high class of transformers. Considering the wide segment of customer base, repair division has huge potential as it successfully executed orders from Haryana and Punjab electricity utilities.

Finance and Rating:

Credit rating agency, CARE, in their recent evaluation, has reaffirmed their rating of CARE ''BBB '' for long term credit rating and CARE ''A2'' for short term credit rating. Reaffirmation of rating from CARE is an acknowledgement towards the consistent performance of your Company, in spite of the prevailing difficult market conditions.

Achievements:

During the Year under review, IMP has successfully manufactured and dispatched 315 MVA, 400/220 KV Class Transformer to MSETCL from its state-of-the-art manufacturing plant at Silvassa.

IMP''s in-house testing facility is accredited by NABL i.e. National Accredited Board for Testing and Calibration Laboratories which is an autonomous body under the aegis of Department of Science & Technology, Government of India. This is the highest accreditation for testing in the country.''

Your Company has secured single largest prestigious order worth Rs. 101 Crores from RRVPNL.

Your Company was the first transformer manufacturing Company in India to obtain ISO 9001:2008 certification and is also ISO 14001:2004 certified.

Future Growth Prospects:

As per the XII five year plans, 85,000 MW capacity addition in power generation is planned by the end of the year 2017. Consequently huge requirement in the power transformation capacity would be required coupled with significant replacement demand of existing transformers as good population of the existing transformers has completed 20-25 years in field. Your

Company is well poised to clinch the opportunity with high production capacity and state-of-the-art manufacturing plant to produce upto 400 kV class transformers. The Company has made a paradigm shift of focus to SEB''s, from EPC and is now an approved vendor with all SEBs, thereby actively bidding for major tenders and relying on its established credentials to win tenders.

In a bid to meet the high export demand, wherein the exports for Electrical Equipments are less than 1% of the global trade for Electrical Equipment, your Company''s major thrust is on exports by increasing its market presence across in countries like Africa and the Middle East, tying up with several International EPC players by designing and manufacturing quality products, improving productivity, maintaining costs and meeting global standards through efficient performance.

Your Company''s relentless focus on quality, innovation and differentiation backed by deep consumer insights, world-class R&D and an efficient and responsive marketing chain will further strengthen its leadership position in the Indian and International transformer industry.

Subsidiary Company:

IMP Energy Ltd (IEL), a Subsidiary Company of IMP Powers Limited, incorporated on 3rd February 2012, is acting as a Project Management Consultancy (P.M.C.) with a clear vision of providing excellence and perfection to explore emerging opportunities in mini and small Hydro Power Projects up to 25 MW.

Primary focus of IEL has been Kargil, Leh Ladak in the region of J & K which after extensive research shows a completely untapped potential. It also operates in the niche area of renewable energy sector and has a great future ahead as India moves on from the traditional power sources available.

Your Directors have pleasure to announce that, in a year IEL has an existing unexecuted order book of Rs. 71 Crores as on date from Ladakh Renewable Energy Development Agency (LREDA) and Kargil Renewable Energy Development Agency (KREDA)

Investment in IMP Energy Limited, (IEL) a subsidiary of the Company:

Your Company further invested in IEL, the Subsidiary of the Company by way of subscribing to 6,09,235 Equity Shares of Rs. 10 each, aggregating 60.92% in the Equity Share Capital of the IEL. Now, currently your Company holds 6,41,300 Equity Shares of Rs. 10 each, aggregating to 64.13% in the Share Capital of the IEL.

Exemption under Section 212(8) of the Companies Act, 1956:

As per the general exemption granted under Section 212(8) of the Companies Act, 1956 by the Government of India, Ministry of Corporate Affairs, New Delhi vide its General Circular No.2/2011, dated 8th February, 2011, the audited annual accounts and other documents of the Subsidiary as specified under Section 212 of the Act are not attached to the Annual report of your Company. Members desiring to have a copy of audited Annual Accounts and the related detailed information of IEL, subsidiary of the Company, may write to the Company Secretary at the Corporate Office of the Company and they will be provided with the same upon such a request. Annual Accounts of the subsidiary company will also be kept for inspection of the Members at the Corporate Office of Your Company in the working days of the Company between 2.00 p.m. to 4.00 pm.

A statement pursuant to Section 212 of the Companies Act, 1956, in respect of the Subsidiary Company is annexed herewith and forms part of this Annual Report.

As required under the Listing Agreement with the Bombay Stock Exchange Limited, (BSE) and National Stock Exchange of India Limited (NSE) and in accordance with the requirements of Accounting Standards AS-21, issued by the Institute of Chartered Accountants of India, the Consolidated Accounts of the Company and its subsidiary are annexed to this Annual Report.

CHANGE IN FINANCIAL YEAR OF YOUR COMPANY:

Your Company has changed its Financial Year, to April to March from July to June vide its Board Resolution No. 5(c) dated 14th May, 2012, and hence the current Financial Year 2012-2013 was for Nine Months i.e. from 1st July 2012 to 31st March 2013. The data mentioned in this Report is for the said period of Nine Months.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a detailed review by the Management on operation, performance and future outlook of the company and its business, is presented in a separate section viz: Management Discussion and Analysis forming part of this Annual Report.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Associations of the Company,

Mr. R. T. RajGuroo and Mr. Prashant Pandit, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

- That in the preparation of the Accounts for the Financial Year ended 31st March, 2013 (Nine Months) the applicable accounting standards had been followed along with proper explanation relating to material departures;

- They 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 as at 31st March, 2013 (Nine Months) and of the profit of the company for that period;

- They have taken proper and sufficient care to maintain adequate accounting records in accordance with the provisions of the Companies Act,1956 to safeguard the assets of the Company and to prevent and detect fraud and other irregularities; and

- The Accounts have been prepared on a going concern basis.

AUDITORS:

M/s. Batliboi & Purohit, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have, under Section 224 (1B) and Section 226 of the Companies Act, 1956 furnished a certificate of their eligibility for the appointment. The Members are therefore requested to appoint M/s. Batliboi & Purohit, Chartered Accountants, as the Statutory Auditors of the Company for the Financial Year 2013-14 and to fix their remuneration.

AUDITORS'' REPORT:

The observations in the Auditors'' Report read with the Notes to accounts are self-explanatory and do not call for any comments.

COST AUDITORS:

The Company has appointed M/s. V.J. Talati & Co., as the Cost Auditors to conduct the audit of cost accounting records maintained by the Company for the Financial Year 2013-2014, subject to the approval of the Central Government. The Cost Audit Report for the Year ended 31st March, 2013 will be filed on or before the due date.

CORPORATE GOVERNANCE:

Your Company reaffirms its commitment to the Corporate Governance and is fully compliant with the conditions stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on compliance with the conditions of Corporate Governance and a certificate from Statutory Auditors of the Company in this regards is annexed hereto and forms part of the Corporate Governance Report.

CODE OF CONDUCT COMPLIANCE:

As per Clause 49 of the Listing Agreement with the Stock Exchanges, the declaration signed by the Managing Director regarding Code of Conduct Compliance for the financial year ended 31st March, 2013 (Nine Months) is annexed and forms part of the Corporate Governance Report.

FIXED DEPOSIT:

Your Company has not accepted any fixed deposit from the public during the year ended 31st March, 2013 (Nine Months).

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

Your Company has adequate internal control procedures commensurate with its size and nature of business, in order to ensure that all the transactions are duly authorised, recorded and reported correctly.

Internal audit is looked after by independent firm of Chartered Accountants, M/s Sharp & Tannan Associates who audit the adequacy and effectiveness of internal controls laid down by the management and suggest improvements. Summarized Internal Audit observation/ reports are reviewed by the Audit Committee on a regular basis. The Audit Committee of the Board of Directors periodically reviews the audit plans, internal audit reports and adequacy of internal controls and risks management.

INSURANCE:

The properties, and all insurable assets of your Company are adequately insured.

HUMAN RESOURCES:

Your Company continues to place significant importance on its Human Resources, enjoys cordial relations at all levels and recognizes that personnel are its principal assets. The Company also believes that its growth is always dependent upon its ability to attract and retain good quality personnel. A full-fledged Human Resources Department has been set up which is entrusted with the responsibility of recruiting new talent from the market, retaining and developing skills of the employees of the Company by conducting various trainings in its in house training centre at the Silvassa Factory.

Your Company''s Industrial relations at all divisions continued to be harmonious during the year.

PARTICULARS OF EMPLOYEES:

The Company has not employed any employee drawing remuneration in excess of the limits prescribed, under Section 217 (2A) of the Companies Act,1956 read with Companies (Particulars of Employees) Rules, 1975 as amended vide Companies (Particulars of Employees) Amendment Rules, 2011 during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A) Conservation Of Energy:

Steps taken for conservation:

1. A new 200 ton state of art energy efficient overhead crane with squirrel cage motor & AC drive was ordered during the year 2012-13. Power consumption in this crane will be about 50% of conventional crane with slip ring motor without AC drive. The crane is under erection at plant & will become operational in August, 2013.

2. Energy efficient rotary vacuum pumps of Shinko Seiki, Japan & Oerlikon Leybold, Germany (total 2 nos) were installed during the year as a replacement to old pumps in our process plants, thereby reducing power consumption.

4. Cooling tower of 100 ton capacity was ordered in the year. This will reduce temperature of cooling water to our plant & machinery, thereby reducing power consumption due to increase in efficiency.

5. Reduction in wastage of energy by optimum use of plant & machinery, air conditioners and lighting in workshops/offices.

6. With the help of various measures undertaken by your Company, there is a reduction in consumption of energy per unit of physical production of transformers.

ACKNOWLEDGEMENT:

The Board of Directors takes this opportunity to thank all, investors/ shareholders, consumers, dealers, distributors, clients, vendors for their continued support. The Board is also thankful to the bankers for extending timely assistance in meeting the financial requirement of the Company. It would further like to place on record the co-operation and assistance provided by Government Departments, Stock Exchanges and other regulatory authorities. Your Directors wish to place on record their appreciation for the contribution made by employees at all levels to the continued growth and prosperity of your Company.

For and on Behalf of Board of Directors

Ramniwas R Dhoot Chairman

Place: Mumbai

Date : 12th August, 2013

 
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