Mar 31, 2018
BOARD OF DIRECTORS'' REPORT
To,
Members,
IMP Powers Limited
Your Directors present 56th Annual Report together with the Audited Financial Statement of the Company for the financial year ended March 31, 2018.
FINANCIAL HIGHLIGHTS:
The financial highlights of the company are as follows:
(Rs. in Lakhs)
PARTICULARS |
2017-18 |
2016-17 |
Gross Turnover |
45,029.93 |
42,471.43 |
Turnover Net of Excise Duty |
44,564.00 |
39,305.32 |
Other Income |
91.96 |
86.84 |
Total Revenue from Operations |
44655.96 |
39392.16 |
Profit Before Finance Cost, Deprecation & Taxes |
4,116.57 |
3,548.27 |
Less: Depreciation |
658.57 |
604.48 |
Less: Finance Cost |
2,685.73 |
2,437.01 |
Profit Before Tax |
772.27 |
506.78 |
Less: Current Tax |
249.51 |
174.47 |
Less: Deferred Tax |
(23.45) |
(6.67) |
Profit After Tax |
546.21 |
338.98 |
Earnings Per Share |
||
Basic |
6.32 |
3.92 |
Diluted |
6.32 |
3.92 |
NOTE: TRANSITION TO IND AS: These financial statements as at and for the year ended March 31, 2018 have been prepared in accordance with Indian Accounting Standards ("Ind AS") issued under the Companies (Indian Accounting Standards) Rules, 2015 and as amended thereafter. For all periods upto and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the accounting standards notified under the Section 133 of the Companies Act, 2013 read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP). These financial statements are the Company''s first Ind AS financial statements and are covered by Ind AS 101, First-time adoption of Indian Accouting Standards. The transition to Ind AS has been carried out from the accounting principles generally adopted in India ("Indian GAAP") which is considered as the "Previous GAAP" for purposes of Ind AS 101. An explanation of how the transition to Ind AS has affected the Company''s Equity and its Net Profit is provided in Note 33(B). Financial Statements as at, and for the year ended March 31, 2017 have also been restated to conform to Ind AS
FINANCIAL PERFORMANCE. OPERATIONS AND STATE OF THE COMPANY''S AFFAIRS:
The Company''s sale has increased by over 14.76% in FY 2017-18 over FY 2016-17. The PAT has increased by over 61.54% in FY 2017-18 over FY 2016-17. The consolidated sales of the year under review was Rs. 445.64 crore and consolidated Profit after Tax (PAT) was Rs. 5.64 crore
Major Achievements
⢠The Company is amongst the top power transformer companies in India in the 132-220 kv Class category.
⢠The Electrical and industrial electronics industry has witnessed a record double - digit growth of 12.8% in 2017-18 in last Seven Years. As against this, Company''s sales during F.Y.2017-18 has increased by 14.76%. In Q.E. June 2018 sales has increased by 56% Q-O-Q as compared to Q.E. June 2017.
⢠The Company has orders worth over Rs. 584 Cr. in hands as on 1st August 2018
⢠The Company has been twice awarded as Most valued Customer by CPRI.
⢠The Company has successfully commissioned first Small Hydro Power Project on EPC basis, at Bairas in Drass, Kargil. This is the first project to be commissioned under Prime Minister''s Ladakh Renewable Energy Initiative. As per information no one has succeeded to setup Small Hydro Power Project in this difficult terrain. This remarkable success will be replicated in our few other projects which are at different stage of progress. This will help us to create additional sources of growth, business & revenue for the Company.
⢠The Company has successfully tested and commissioned its 2nd Hydro Project (2x750Kw) at Sangrah in Kargil region, Thus your Company is the only Company to have commissioned 2 projects
⢠The Company has commissioned its 1st order for supply and installation of (5KW x 4) Kinetic Energy Turbines in NLC Neyvelli
⢠The Company has got exclusive licensing of Innovative & break-through technology of a leading German Company for 20 years for Kinetic Energy Turbines for India & 5 other countries
DIVIDEND:
Your Directors are pleased to recommend a Dividend for the financial year 2017-18 of Rs. 0.50 (i.e. @5%) per share on face value of Rs. 10 per share of the Company. The said Dividend on Equity Shares is subject to the approval of the Shareholders at the Annual General Meeting (AGM).
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in nature of business activity during the year. FUTURE GROWTH PROSPECTS:
Considering huge growth prospect in T& D and electrical equipments Industry for next 5 years and huge orders in hand, the Company is at inflection point to leap frog the trajectory of quantum growth and is in the process of growing up to tap huge opportunities for achieving higher sales and profitability on sustainable basis in the coming years. Upgradation of T & D network together with Generation will result in huge demand for 220/132 /400 kV class transformers. The larger players focused on power transformer are entering into JVs with global companies to capture EHV market Renewable energy integrates to the grid at 220 KV. Therefore, huge demand for 220 KV transformers.
RESERVES:
The Board does not propose to carry any amounts to reserves.
SUBSIDIARY COMPANY:
Your Company has one (1) subsidiary as on March 31, 2018. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There has been no material change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-I are annexed as Annexure-A and forms part of this Report.
IMP Energy Ltd (IEL), a Subsidiary Company of IMP Powers Limited, is engaged in complete EPC Work of small hydro Power (SHP) business. The Company sets up small hydro power plants of upto 5 MW capacity and does the entire EPC work. The Company has already successfully commissioned it''s, 1st hydro project on EPC basis at Bairas (2x750KW) in October 2017.
During the current financial year, Company has commissioned 2nd EPC hydro project at Sangrah (2x750KW). The Company is in the process of commissioning two more EPC projects.
CONSOLIDATED FINANCIAL STATEMENTS:
As stipulated by Regulation 33 of the Listing Regulations, the consolidated financial statements have been prepared by the Company in accordance with the Indian Accounting Standards (Ind AS). The audited consolidated financial statements together with Auditors'' Report forms part of the Annual Report.
Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the subsidiary are kept for inspection of the Shareholders at the Corporate Office of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A) Changes in Directors
The current policy is an appropriate mix of Executive and Non-executive Directors to maintain the independence of the Board, and separate its function of governance and management. On March 31, 2018, the Board consists of 8 members, four of whom are Executive Directors and 4 are Non-executive Directors.
In accordance with the provisions of the Companies Act, 2013 read with the applicable rules thereto, (including any statutory modification(s) or re-enactment thereof for the time being in force) [''the Act''] and Articles of Association of the Company, Shri Aditya R Dhoot, Managing Director, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.
Shri P Uma Shankar, Independent Director of the Company resigned for personal reasons from the Board with effect from November 9, 2017.
B) Changes in Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013, following persons are Key Managerial Personnel of the Company:
⢠Shri Aaditya R Dhoot - Managing Director
⢠Shri Bakul Desai - Chief Financial Officer and
⢠Ms. Priya Shah - Company Secretary
There has been no change in the Key Managerial Personnel during the year. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board, Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In a separate meeting of Independent Directors, performance of Non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed at the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY:
All the Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
FAMILIARIZATION PROGRAMME:
The Familiarization Programme for Independent Directors aims to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. They have full opportunity to interact with Senior Management Personnel and are provided all the documents required and sought by them for enabling them to have a good understanding of the Company, its business model and various operations and the industry of which it is a part.
The policy undertaken by the Company in this respect has been disclosed on the website of the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY,
There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which this financial statements relate and the date of this Report.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors met Four (4) times during the Financial Year under review. The intervening gap between any two meetings was not more than 120 days as prescribed under the Companies Act, 2013. Details of date of Board meetings are provided separately in Corporate Governance report.
DETAILS OF COMMITTEES OF THE BOARD:
At present, the Board has following four (4) Committees:
⢠Audit Committee,
⢠Nomination and Remuneration Committee,
⢠Stakeholders'' Relationship Committee, and
⢠Corporate Social Responsibility Committee.
The Composition of various Committees and compliances, are in line with the applicable provisions of the Companies Act, 2013 read with the Rules and Listing Regulations. Details of terms of reference of the Committees, Committees membership and attendance at meetings of the Committees, are provided in the Corporate Governance Report.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has established vigil mechanism pursuant to Section 177(9) of the Companies Act, 2013 for Directors and Employees to report their concerns and has also taken steps to safeguard any person using this mechanism from victimization and in appropriate and exceptional cases, there is direct access to approach Shri R T RajGuroo, Chairperson of the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company is not governed by the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. So, the Company is not required to conduct CSR activities.
AUDIT REPORT:
a) Statutory Audit Report
The Audit Report does not contain any qualification, reservation or adverse remark therefore, there are no further explanations to be provided for in this Report.
b) Secretarial Audit Report
The Secretarial Audit Report does not contain any qualification, reservation or adverse remark therefore, there are no further explanations to be provided for in this Report.
c) Cost Audit Report
The Cost Audit Report does not contain any qualification, reservation or adverse remark therefore, there are no further explanations to be provided for in this Report.
AUDITORS:
a) Statutory Auditors:
On the basis of recommendation of Audit Committee, the Board of Directors, the Company had appointed M/s. V.S. Somani & Co. having Firm Registration no.117589W, as the Statutory Auditors of the Company who holds the office for a period of 5 consecutive years from the conclusion of 55th Annual General Meeting till the conclusion of 60th Annual General Meeting of the Company to be held in 2022 subject to the annual ratification by members at every Annual General Meeting, on such remuneration as decided by Board of Directors . However, in terms of Section 40 of the Companies (Amendment) Act, 2017, notified on May 07, 2018, the requirement of annual ratification of appointment of Statutory Auditors by Members at every Annual General Meeting has been omitted and accordingly, Members approval is not required for ratification of their appointment annually.
b) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. Dhirendra Maurya & Associates, Practicing Company Secretary (ACS: 22005 and CP: 9594), to undertake the Secretarial Audit of the Company for the financial year 2017-18 and issue Secretarial Audit Report. The Secretarial Audit Report for the financial year ended March 31, 2018 is appended as Annexure B to this Report.
Further, M/s. Dhirendra Maurya & Associates were also appointed to undertake the Secretarial Audit of the Company for the financial year 2018-19 and issue Secretarial Audit Report as required under the Companies Act, 2013.
c) Internal Auditors:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 and on the basis of recommendation of Audit Committee, the Board of Directors in their meeting held on May 20, 2017 appointed M/s. Bathiya & Associates LLP, Chartered Accountants, as the Internal Auditors of the Company for the Financial year 2017-18.
Further, M/s. Batliboi & Purohit, Chartered Accountants, were appointed to undertake the Internal Audit of the Company for the financial year 2018-19 and issue Internal Audit Report as required under the Companies Act, 2013.
d) Cost Auditors:
The Board of Directors, on the recommendation of the Audit Committee and pursuant to Section 148 & all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made there under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof for the time being in force, has appointed M/s. N. Ritesh & Associates, Cost Accountants as Cost Auditors of the Company for the financial year 2018-19 at a remuneration of 50.000/- plus service tax as applicable subject to ratification of such remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo are given in Annexure C to this report.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure D to this Report.
The Company doesn''t have any employee falling within the preview of Section 197 of the Companies Act, 2013, read with Rule 5(2) (i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time hence, no such details are provided.
EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT - 9 is attached as Annexure E to this Report.
SHARE CAPITAL & LISTING OF SECURITIES:
During the year, Company in its Board Meeting held on February 13, 2018 has proposed to issue Convertible Warrants on Preferential basis to Promoter/ Promoter Group through postal ballot. The same is in process.
Further, during the financial year under review, the Company has not issued:
⢠any equity shares with differential rights as to dividend, voting or otherwise;
⢠any equity shares (including sweat equity shares) to employees of the Company under any scheme;
The equity shares of the Company are listed and admitted to dealings on BSE Limited (BSE), and National Stock Exchange of India Limited (NSE). Annual Listing Fee has been paid to each exchange. As required under the Listing Regulations, the Company has executed the Uniform Listing Agreement with BSE and NSE.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A report on Management Discussion and Analysis which includes details on the state of affairs of the Company as required under the Regulation 34(2) (e) of SEBI (Listing Obligations Disclosure Requirements) Regulations, 2015 forms part of the Boards'' Report.
CORPORATE GOVERNANCE:
Report on Corporate Governance duly approved by the Board of Directors in accordance with Listing Regulations, along with a certificate from the Statutory Auditors confirming the compliance is given separately in this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, your Directors hereby state and confirm that:
a) in the preparation of the annual accounts for the financial year ended on March 31, 2018, the applicable accounting standards have been followed and that there are no material departures from the same;
b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on March 31, 2018 and of the profit and loss of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively during the financial year ended March 31, 2018; and
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year ended March 31, 2018.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including transactions entered at arm''s length under third proviso, in prescribed Form No. AOC -2, is appended as Annexure F to the Board''s Report.
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:
The Company has not given any loan, except loan to employees, or given guarantee or provided securities to any party covered under Section 185 of the Companies Act, 2013. Further, the Company has not made any fresh investment falling within the meaning of Section 186 of the Act. However, there were certain investments which were made in earlier years.
RISK MANAGEMENT:
Business risks exist for any enterprise having national and international exposure. Your Company also faces some such risks, the key ones being - a longer than anticipated delay in economic revival, unfavorable exchange rate fluctuations, emergence of inflationary conditions, rise in counterfeits and look-alikes and any unexpected changes in regulatory framework.
The Company is well aware of these risks and challenges and has put in place mechanisms to ensure that they are managed and mitigated with adequate timely actions.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENT:
Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the operations through a well-defined budget monitoring process and other standard operating procedures.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has formed a Committee and framed a Policy on "Prevention of Sexual Harassment of Women at Work Place" and matters connected therewith or incidental thereto covering all the aspects as contained under the The Sexual Harassment of Women at Work Place (Prohibition, Prevention and Redressal) Act, 2013''.Your Directors state that during the year under review, no cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013".
OTHER DISCLOSURES/REPORTING:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Details of payment of remuneration or commission to Managing Director or Joint Managing Director of the Company from any of its subsidiaries as the Company does not have any Joint Venture/Associate Company.
c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).
d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
ACKNOWLEDGEMENTS:
Your Directors are thankful to the Vendors, Customers, Bankers, Business Partners, Central and State Governments together with their departments and the local authorities, Employees for their valuable support and co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.
By Order of the Board |
|
For IMP Powers Limited |
|
Sd/- |
|
Ramniwas R Dhoot |
|
Date: August 13, 2018 |
Chairman |
Place: Mumbai |
(DIN: 00210094) |
ANNEXURE-A
FORM AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/ associate companies/ joint ventures as on 31.03.2018
Part "A": Subsidiary
(Rs. in Lacs)
Sr. No. |
Particulars |
For the financial year 2017-18 |
1. |
Name of the subsidiary |
IMP Energy Ltd. |
2. |
Reporting currency and Exchange rate |
INR |
3. |
Share capital |
100.00 |
4. |
Reserves & Surplus |
148.19 |
5. |
Total assets |
1294.27 |
6. |
Total Liabilities |
1294.27 |
7. |
Investments |
NIL |
8. |
Turnover |
1480.88 |
9. |
Profit/ (Loss) before taxation |
24.06 |
10. |
Provision for taxation |
6.02 |
11. |
Profit/ (Loss) after taxation |
18.04 |
12. |
Proposed Dividend |
NIL |
13. |
% of shareholding |
77.47% held by IMP Powers Ltd., Holding Company |
NOTES:
Names of Subsidiaries which are yet to commence operations - N.A
Names of Subsidiaries which have been liquidated or sold during the year - N.A
PART "B" Associates and Joint Ventures
The Company does not have any Associates and/or Joint Ventures pursuant to the provisions of Section 129(3) of the Companies Act, 2013.
Your Company has ventured into an exciting new business - Exclusive Marketing and Selling of "Kinetic energy turbines" - a break-through technology of Smart Hydro Power GmbH Ltd. - a German Company. The Company has got an order for supply, installation and commissioning of Kinetic Energy Turbines. The Turbines have been successfully commissioned, paving the way for taking this exciting business to next level.
By Order of the Board |
|
For IMP Powers Limited |
|
Sd/- |
|
Ramniwas R Dhoot |
|
Date: August 13, 2018 |
Chairman |
Place: Mumbai |
(DIN: 00210094) |
ANNEXURE-B Form No. MR-3
SECRETARIAL AUDIT REPORT for the financial year ended March 31, 2018
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
IMP Powers Limited
CIN: L31300DN1961PLC000232
Regd. Off: Survey No. 263/3/2/2,
Sayli Village Umar Kuin Road, Silvassa (UT),
Dadra & Nagar Haveli, Silvassa - 396230,
I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. IMP Powers Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company, as given in "Annexure-l" for the financial year ended on March 31, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder and the applicable provisions of the Companies Act, 1956; (ii) The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;
d. The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 [Not applicable to the Company during the Audit period as the company has not introduced any such scheme];
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 [Not applicable to the Company during the Audit period as the company has not issued and listed any Debt Securities];
f. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client [Not applicable as the Company is not registered as Registrar to Issue and Share Transfer Agent during the period under review];
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit period as the company has not delisted / proposed to delist its Equity Shares from the Stock Exchange); and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit period as the company has not brought back / nor proposed to buy-back any of its Securities);
(vi) I have relied on the representation made by the company and its officers for systems and mechanism formed by the company for compliance under other applicable Acts, Laws & Regulations to the Company. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedure on test basis.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above read with the Companies Act, 1956 (wherever applicable).
I further report that:
⢠The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors.
⢠The changes in the composition of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.
⢠Adequate notice was given to all Directors to schedule the Board meetings, agenda and detailed notes on agenda were sent generally seven days in advance, and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting.
⢠Majority decision is carried through while the dissenting members view''s, if any, are captured and recorded as part of the minutes.
⢠During the period under review the Company had issued convertible warrants to Promoter and Promoter Group on Preferential basis, the same is in process.
I further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are adequate systems and processes in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
⢠As informed, the Company has responded appropriately to notices received from various statutory / regulatory authorities including initiating actions for corrective measures, wherever found necessary.
I further report that during the audit period, the company has not undertaken event / action having a major bearing on the Company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc, referred to above.
For Dhirendra Maurya & Associates |
Company Secretaries |
Dhirendra R. Maurya |
Proprietor |
Mem. No: 22005 |
CP No.: 9594 |
Place: Mumbai |
Date: August 13, 2018 |
Annexure-l
In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished and representations made to me by the company, its officer and agents, I report that the Company has, during the financial year under review, complied with the provisions of the Acts, the Rules made thereunder the Memorandum of Association & Articles of Association of the Company with regard to:-
1. Minutes of the Meetings of the Board of Directors, Committee meetings held during the financial year under review;
2. Minutes of the General body meeting held during the financial year under review;
3. Maintenance of various statutory Registers and documents and making necessary entries therein;
4. Notice and Agenda papers submitted to all the directors for the Board meetings;
5. E-forms filed by the Company from time-to-time, under applicable provisions of the companies Act, 2013 and attachments thereof during the financial year under review;
6. Intimations / documents / reports / returns filed with the stock Exchanges pursuant to the provisions of Listing Agreement during the financial year under review;
7. Declarations received from the Directors of the Company pursuant to the provisions of section 184 of the companies Act, 2013 and attachments thereto during the financial year under review;
8. Appointment and remuneration of Internal & Statutory Auditor;
9. Closure of Register of members.
For Dhirendra Maurya & Associates |
Company Secretaries |
Dhirendra R. Maurya |
Proprietor |
Mem. No: 22005 |
CP No.: 9594 |
Place: Mumbai |
Date: August 13, 2018 |
To,
IMP Powers Limited
CIN: L31300DN1961PLC000232
Regd. Off: Survey No. 263/3/2/2,
Sayli Village Umar Kuin Road, Silvassa (UT),
Dadra & Nagar Haveli, Silvassa - 396230, Maharashtra, India
My Secretarial Audit Report of even date is to be read along with this letter: Management''s Responsibility:
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulation and to ensure that the systems are adequate and operate effectively.
Auditor''s Responsibility
2. My responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliance.
3. I believe that audit evidence and information obtained from the Company''s management is adequate and appropriate for us to provide a basis for our opinion.
4. Wherever required, I have obtained the management representation about the compliance of laws, rules and regulations and happening of events etc.
Disclaimer
5. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For Dhirendra Maurya & Associates |
Company Secretaries |
Dhirendra R. Maurya |
Proprietor |
Mem. No: 22005 |
CP No.: 9594 |
Place: Mumbai |
Date: August 13, 2018 |
ANNEXURE C
Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014:
A) CONSERVATION OF ENERGY:
Steps taken for conservation of Energy:
Use of energy efficient LED lighting and modernization in distribution system. Systematic studies of power consumption to avoid unwanted energy losses. Creating awareness among all employees to conserve energy. Develop vacuum pumping system in VPD plant.
B) TECHNOLOGY ABSORPTION: NA
C) FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
Details of Foreign Exchange Income and Outgo are as below: (In Lakhs)
PARTICULAR |
2017-18 |
2016-17 |
Foreign exchange earnings |
. |
. |
Foreign exchange expenditure |
- |
0.69 |
By Order of the Board |
|
For IMP Powers Limited |
|
Sd/- |
|
Ramniwas R Dhoot |
|
Date: August 13, 2018 |
Chairman |
Place: Mumbai |
(DIN: 00210094) |
ANNEXURE-D
Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
i. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year and the percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year 2017-18:
Sr. No. |
Name |
Designation |
Ratio of remuneration of each Director to median remuneration of Employees |
Percentage increase in remuneration |
1 |
Shri Ramniwas R Dhoot |
Whole-time Director-Chairman |
26.99:1 |
No change |
2 |
Shri Ajay R Dhoot |
Whole-time Director-Vice -Chairman |
25.69:1 |
No change |
3 |
Shri Aaditya R Dhoot |
Managing Director |
23.28:1 |
No change |
4 |
Shri R. T. RajGuroo |
Independent Director |
0.09:1 |
No change |
5 |
Shri Prashant Pandit |
Independent Director |
0.06:1 |
No change |
6 |
Shri Siby Antony |
Independent Director |
0.12:1 |
No change |
7 |
Shri Dr. Praveen Saxena |
Independent Director |
0.8:1 |
No change |
8 |
Smt. Priyanjali Malpani |
Director |
2.75:1 |
No change |
9 |
Shri Bakul Desai |
Chief Financial Officer |
NA |
No change |
10 |
Ms. Priya Shah |
Company Secretary |
NA |
No change |
ii. The Percentage increase in the median remuneration of employees in the financial year 2017-18: NIL ill. The number of permanent employees on the rolls of Company as on March 31, 2018: 391
iv. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are anv exceptional circumstances for increase in the manaaerial remuneration:
Particulars |
% Change in Remuneration |
Average increase in Salary of Employees (other than Managerial Personnel) |
NIL |
Average increase in Remuneration of Managerial Personnel |
NIL |
v It is affirmed that the Remuneration paid to the Directors, Key Managerial Personnel and other Employees is as per the Remuneration Policy of the Company.
By Order of the Board |
|
For IMP Powers Limited |
|
Sd/- |
|
Ramniwas R Dhoot |
|
Date: August 13, 2018 |
Chairman |
Place: Mumbai |
(DIN: 00210094) |
ANNEXURE- E
EXTRACT OF ANNUAL RETURN
Form No. MGT-9 As on March 31, 2018
[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS:
i |
CIN |
L31300DN1961PLC000232 |
i |
Registration Date |
March 24, 1961 |
iii |
Name of the Company |
IMP Powers Limited |
iv |
Category / Sub-Category of the Company |
Public Limited Company - limited by Shares |
V |
Address of the registered office and contact details Corporate Office: |
Survey No. 263/3/2/2 Village Sayli, Umerkuin Road, |
Silvassa- 396230, Dadra & Nagar Haveli (U.T.)35/C, |
||
Popular Press Building, 2nd Floor,PT M.M. Malviya Road, |
||
Tardeo, Mumbai- 400 034. |
||
www.imp-powers.com |
||
Tel.: 022-23539180-85 Fax : 022-23539186-87 |
||
vi |
Whether listed company? |
Yes |
vii |
Name, Address and Contact details of Registrar and Transfer Agent of the Company |
Link Intime Pvt. Ltd. C-101 , 1st Floor, 247 Park, Lai Bahadur Shastri Marg, Vikhroli (West) Mumbai 400083 |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:
S. NO |
Name and Description of main products / services |
NIC Code of the Product/ service |
% to total turnover of the company |
1 |
Manufacture of Power, EHV, 100% Distribution Transformers up to 315 MVA in 400 kv class |
27102 |
100% |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S. NO |
NAME AND ADDRESS OF THE COMPANY |
CIN/GLN |
HOLDING/ SUBSIDIARY/ ASSOCIATE |
% of shares held |
Applicable Section |
1. |
IMP Energy Ltd., 35/C, Popular Press Building, 2nd Floor, FT M.M. Malviya Road, Tardeo, Mumbai- 400034. |
U45209MH2012PLC226580 |
Subsidiary |
77.47% |
Section 2(87) |
IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) (i) Category-wise Share Holding
Category of Shareholders |
No. of Shares held at the beginning of the year |
Number of shares held at the end of the year |
% change during the year |
||||||
Demat |
Physical |
Total |
% of Total Shares |
Demat |
Physical |
Total |
% of Total Shares |
||
A. Promoters |
|||||||||
(1) Indian |
|||||||||
(a) Individual/ HUF |
1212803 |
0 |
1212803 |
14.04 |
1212803 |
0 |
1212803 |
14.04 |
0 |
(b) Central Government |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
(c ) State Government(s) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
(d) Bodies Corporate |
3363801 |
0 |
3363801 |
38.95 |
3363801 |
0 |
3363801 |
38.95 |
0 |
(e)Banks/FI |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
(f) Any Other |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
Sub Total(A)(1) |
4576604 |
0 |
4576604 |
52.99 |
4576604 |
0 |
4576604 |
52.99 |
0 |
(2) Foreign |
|||||||||
(a) NRIs-lndividuals |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
(b) Other -Individuals |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
(c )Bodies Corporate |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
(d)Banks/FI |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
(e) Any Other |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
Sub Total (A)(2) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
Total Shareholding of Promoter (A)=(A)(1) (A)(2) |
4576604 |
0 |
4576604 |
52.99 |
4576604 |
0 |
4576604 |
52.99 |
0 |
B. Public shareholding |
|||||||||
1. Institutions |
|||||||||
(a) Mutual Funds |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0 |
(b)Banks/FI |
303621 |
0 |
303621 |
3.52 |
0 |
0 |
0 |
0.00 |
-3.52 |
(c) Central Government |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
0 |
(d)State Govemment(s) |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(e) Venture Capital Funds |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(f) Insurance Companies |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(g)Flls/Foreign Portfolio Investors |
1353 |
0 |
1353 |
0.02 |
0 |
0 |
0 |
0.00 |
0.02 |
(h) Foreign Venture Capital Funds |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
(i) Other (specify) |
0 |
0 |
0 |
0.0000 |
0 |
0 |
0 |
0.00 |
0.00 |
Sub-Total (B)(1) |
304974 |
0 |
304974 |
3.53 |
0 |
0 |
0 |
0.00 |
-3.53 |
2. Non-institutions |
|||||||||
(a) Bodies Corporate |
|||||||||
(i) Indian |
766254 |
200 |
766454 |
8.87 |
797918 |
200 |
798118 |
9.24 |
0.37 |
(ii) Overseas |
491840 |
0 |
491840 |
5.69 |
491840 |
0 |
491840 |
5.69 |
0 |
(b)lndividuals |
|||||||||
(i) Individual shareholders holding nominal share capital up to Rs 2 lakh |
1477725 |
54807 |
1532532 |
17.74 |
1701007 |
54307 |
1755314 |
20.32 |
2.58 |
(ii) Individual shareholders holding nominal share capital in excess of Rs. 2 lakh. |
196837 |
0 |
196837 |
2.28 |
223146 |
0 |
223146 |
2.58 |
0 |
(c )Others (specify) |
677516 |
0 |
677516 |
7.84 |
681223 |
0 |
681223 |
7.88 |
0.04 |
(c-i) Non-Resident Individuals |
27390 |
0 |
27390 |
0.32 |
77319 |
0 |
77319 |
0.90 |
0.58 |
(c-ii) Directors |
|||||||||
(c-iii) Clearing Members |
62416 |
0 |
62416 |
0.72 |
32999 |
0 |
32999 |
0.38 |
-0.34 |
Sub-Total (B)(2) |
3754985 |
55007 |
3754985 |
43.48 |
4005452 |
54507 |
4059959 |
47.01 |
3.52 |
Total Public Shareholding (B)=(B)(1) (B)(2) |
4059959 |
55007 |
4059959 |
47.01 |
4005452 |
54507 |
4059959 |
47.01 |
0 |
C. Shares held by Custodians for GDRs & ADRs |
0 |
0 |
0 |
0.00 |
0 |
0 |
0 |
0.00 |
0.00 |
GRAND TOTAL (A) (B) (C) |
8581556 |
55007 |
8636563 |
100 |
8582056 |
54507 |
8636563 |
100 |
0 |
(ii) Promoter''s Shareholding (please specify if there is no change)
Sr. no. |
Shareholders Name |
Shareholding at the beginning of the year 01.04.2017 |
Shareholding at the end of the year 31.03.2018 |
||||
No. of Shares |
% of total shares of the Co. |
% of Shares Pledged/ encumbered to the total shares |
No. of Shares |
% of total shares of the Co. |
% of Shares Pledged/ encumbered to the total shares |
||
1 |
Advance Transformers and Equipments Pvt. Ltd |
936939 |
10.85 |
0.00 |
936939 |
10.85 |
0.00 |
2 |
Shree Rasbihari Trading & Investment Pvt. Ltd |
797773 |
9.24 |
17.09 |
797773 |
9.24 |
99.95 |
3 |
Shree Kishoriju Trading & Investment Pvt. Ltd |
587552 |
6.80 |
47.68 |
587552 |
6.80 |
47.68 |
4 |
Universal Transformers Pvt. Ltd |
336250 |
3.89 |
0.00 |
336250 |
3.89 |
0.00 |
5 |
Shree Rasbihari Electrical Pvt. Ltd |
283115 |
3.28 |
0.00 |
283115 |
3.28 |
99.96 |
6 |
Mangalam Laboratories Pvt. Ltd |
250000 |
2.89 |
0.00 |
250000 |
2.89 |
0.00 |
7 |
Ramniwas R. Dhoot |
234812 |
2.72 |
0.00 |
234812 |
2.72 |
99.65 |
8 |
Ajay R Dhoot |
232977 |
2.70 |
100.00 |
232977 |
2.70 |
100.00 |
9 |
Aditya R. Dhoot |
212623 |
2.46 |
91.64 |
212623 |
2.46 |
91.64 |
10 |
SmitaA. Dhoot |
188204 |
2.18 |
100.00 |
188204 |
2.18 |
100.00 |
11 |
Mangalam Drugs and Organics Ltd |
172172 |
1.99 |
0.00 |
172172 |
1.99 |
0.00 |
12 |
Radhika A Dhoot |
167850 |
1.94 |
91.95 |
167850 |
1.94 |
91.95 |
13 |
Rajkumari R. Dhoot |
166015 |
1.92 |
100.00 |
166015 |
1.92 |
100.00 |
14 |
Ramniwas Ramdayal Dhoot (HUF) |
10322 |
10.85 |
0.00 |
10322 |
0.12 |
0.00 |
[Mi) Change in the Promoter''s shareholding (Please specify, if there is no change): NA |
(iv) Shareholding pattern of top ten shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)
Sr. No. |
For each of the Top 10 Shareholders |
Shareholding at the beginning of the year 01.04.2017 |
Date wise Increase/ Decrease in Shareholding during the year |
Shareholding at the end of the year as on 31.03.2018 |
|||
No. of Shares |
% of total shares of the Co. |
Date of Transact -ion |
No. of Shares |
No. of Shares |
% of total shares of the Co. |
||
1 |
IL and FS Trust Company Ltd |
577300 |
6.68 |
- |
- |
577300 |
6.68 |
2 |
India Business Excellence Fund I |
491840 |
5.69 |
- |
- |
491840 |
5.69 |
3 |
Stressed Assets Stabilization Fund |
303621 |
3.52 |
28 Apr 2017 |
-20000 |
0 |
0 |
12 May 2017 |
-20000 |
||||||
19 May 2017 |
-26608 |
||||||
26 May 2017 |
-2378 |
||||||
24 Nov 2017 |
-20000 |
||||||
01 Dec 2017 |
-20000 |
||||||
08 Dec 2017 |
-6123 |
||||||
22 Dec 2017 |
-30860 |
||||||
29 Dec 2017 |
-57997 |
||||||
30 Dec 2017 |
-4092 |
||||||
05 Jan 2018 |
-29232 |
||||||
12 Jan 2018 |
-50865 |
||||||
19 Jan 2018 |
-15466 |
||||||
4 |
Percept Financial Services Private Limited |
155781 |
1.80 |
- |
- |
155781 |
1.80 |
5 |
Dinero Finance And Investments Pvt. Ltd |
114943 |
1.33 |
21 Apr 2017 |
4699 |
129883 |
1.50 |
22 Sep 2017 |
1553 |
||||||
29 Sep 2017 |
8688 |
||||||
6 |
Bonanza Portfolio Ltd |
88875 |
1.03 |
07 Apr 2017 |
-138 |
102957 |
1.19 |
14 Apr 2017 |
-5599 |
||||||
21 Apr 2017 |
-3694 |
||||||
28 Apr 2017 |
7404 |
||||||
05 May 2017 |
6 |
||||||
12 May 2017 |
-3499 |
||||||
19 May 2017 |
-29 |
||||||
26 May 2017 |
-3326 |
||||||
02 Jun 2017 |
-4507 |
||||||
09 Jun 2017 |
-3997 |
||||||
16 Jun 2017 |
-9117 |
||||||
23 Jun 2017 |
544 |
||||||
14 Jul 2017 |
2 |
||||||
04 Aug 2017 |
-4726 |
||||||
18 Aug 2017 |
-4984 |
||||||
25 Aug 2017 |
-242 |
||||||
08 Sep 2017 |
100 |
||||||
15 Sep 2017 |
365 |
||||||
29 Sep 2017 |
801 |
||||||
06 Oct 2017 |
175 |
||||||
13 Oct 2017 |
8361 |
27 Oct 2017 |
-8801 |
||||||
03 Nov 2017 |
973 |
||||||
17 Nov 2017 |
4349 |
||||||
24 Nov 2017 |
6868 |
||||||
01 Dec 201 7 |
17746 |
||||||
08 Dec 2017 |
690 |
||||||
15 Dec 2017 |
-567 |
||||||
22 Dec 2017 |
-900 |
||||||
29 Dec 2017 |
-1050 |
||||||
05 Jan 2018 |
12291 |
||||||
12 Jan 2018 |
500 |
||||||
19 Jan 2018 |
-562 |
||||||
26 Jan 2018 |
835 |
||||||
02 Feb 2018 |
-8 |
||||||
09 Feb 2018 |
-524 |
||||||
16 Feb 2018 |
5203 |
||||||
23 Feb 2018 |
642 |
||||||
02 Mar 2018 |
-300 |
||||||
09 Mar 2018 |
1320 |
||||||
16 Mar 2018 |
1292 |
||||||
23 Mar 2018 |
-1397 |
||||||
31 Mar 2018 |
1582 |
||||||
7 |
Boesky Securities Pvt. Ltd |
81419 |
0.94 |
- |
- |
81419 |
0.94 |
8 |
KRYFS Power Components Limited |
75206 |
0.87 |
- |
- |
75206 |
0.87 |
9 |
Shrilekha Somani |
58000 |
0.67 |
- |
- |
58000 |
0.67 |
10 |
Bhimavarapu Sridhar Reddy |
51021 |
0.59 |
26 May 2017 |
-33507 |
154 |
0.00 |
02 Jun 2017 |
-4699 |
||||||
09 Jun 2017 |
-1296 |
||||||
06 Oct 2017 |
-2365 |
||||||
17 Nov 2017 |
-9000 |
||||||
11 |
Golden Goenka Credit Pvt Ltd |
48907 |
0.57 |
21 Apr 2017 |
-3000 |
0 |
0 |
28 Apr 2017 |
-3500 |
||||||
26 May 2017 |
-17369 |
||||||
02 June 2017 |
-3900 |
||||||
16 June 2017 |
-10000 |
||||||
17 Nov 2017 |
-11138 |
||||||
12 |
Sharekhan limited |
37923 |
0.44 |
07 Apr 2017 |
-2851 |
111891 |
1.30 |
14 Apr 2017 |
1958 |
||||||
21 Apr 2017 |
-3314 |
||||||
28 Apr 2017 |
-25762 |
||||||
05 May 2017 |
-2851 |
||||||
12 May 2017 |
566 |
||||||
19 May 2017 |
-1875 |
||||||
26 May 2017 |
293 |
||||||
02 Jun 2017 |
416 |
09 Jun 2017 |
2222 |
||||||
16 Jun 2017 |
-3511 |
||||||
23 Jun 2017 |
-852 |
||||||
30 Jun 2017 |
-289 |
||||||
07 Jul 2017 |
7310 |
||||||
14 Jul 2017 |
-7527 |
||||||
21 Jul 2017 |
-1123 |
||||||
28 Jul 2017 |
87 |
||||||
04 Aug 2017 |
11561 |
||||||
11 Aug 2017 |
-8121 |
||||||
18 Aug 2017 |
50 |
||||||
25 Aug 2017 |
-1134 |
||||||
01 Sep 2017 |
3320 |
||||||
08 Sep 2017 |
7999 |
||||||
15 Sep 2017 |
-6088 |
||||||
22 Sep 2017 |
-5247 |
||||||
29 Sep 2017 |
-2234 |
||||||
06 Oct 2017 |
600 |
||||||
13 Oct 2017 |
-725 |
||||||
20 Oct 2017 |
638 |
||||||
27 Oct 2017 |
-488 |
||||||
03 Nov 2017 |
-120 |
||||||
10 Nov 2017 |
20 |
||||||
17 Nov 2017 |
7756 |
||||||
24 Nov 2017 |
-2410 |
||||||
01 Dec 2017 |
20241 |
||||||
08 Dec 2017 |
17775 |
||||||
15 Dec 2017 |
7038 |
||||||
22 Dec 2017 |
25742 |
||||||
29 Dec 2017 |
-3889 |
||||||
05 Jan 2018 |
18456 |
||||||
12 Jan 2018 |
43875 |
||||||
19 Jan 2018 |
-15686 |
||||||
26 Jan 2018 |
9877 |
||||||
02 Feb 2018 |
27239 |
||||||
09 Feb 2018 |
7056 |
||||||
16 Feb 2018 |
-12980 |
||||||
23 Feb 2018 |
-16800 |
||||||
02 Mar 2018 |
-6851 |
||||||
09 Mar 2018 |
-13995 |
||||||
16 Mar 2018 |
-703 |
||||||
23 Mar 2018 |
-1001 |
||||||
31 Mar2018 |
300 |
||||||
13 |
Hari Kishen Malani |
37316 |
0.43 |
- |
- |
37316 |
0.43 |
(v) Shareholding of Directors and Key Managerial Personnel:
Sr. No. |
For each of the Director and KMP |
Shareholding at the beginning of the year 01.04.2017 |
Date wise Increase/ Decrease in Shareholding during the year |
Cumulative Shareholding during the year |
Shareholding at the end of the year as on 31.03.2018 |
||||
No. of Shares |
% of total shares of the Co. |
No. of Shares |
% of total shares of the Co. |
No. of Shares |
% of total shares of the Co. |
No. of Shares |
% of total shares of the Co. |
||
1 |
Shri Ramniwas R Dhoot (Chairman) |
234812 |
2.72 |
. |
. |
234812 |
2.72 |
234812 |
2.72 |
2 |
Shri Ajay R Dhoot (Vice-Chairman) |
232977 |
2.70 |
232977 |
2.70 |
232977 |
2.70 |
||
3 |
Shri Aaditya R Dhoot (Managing Director) |
212623 |
2.46 |
212623 |
2.46 |
212623 |
2.46 |
||
4 |
Shri R.T. RajGuroo (Independent Director) |
1500 |
0.02 |
-1500 |
-0.02 |
0 |
0 |
0 |
0 |
5 |
Shri Siby Antony (Independent Director) |
||||||||
6 |
Shri Prashant Pandit (Independent Director) |
||||||||
7 |
Shri P.Uma Shankar (Independent Director) |
||||||||
8 |
Shri Praveen Saxena (Independent Director) |
||||||||
9 |
Ms. Priyanjali Dhoot (Director) |
||||||||
10 |
Shri Bakul Desai (CFO) |
||||||||
11 |
Ms. Priya Shah (CS) |
(V) INDEBTEDNESS:
Indebtedness of the company including interest outstanding/accrued but not due for payment
Indebtedness at the beginning of the Financial Year |
Secured Loans excluding deposits |
Unsecured Loans |
Deposit |
Total Indebtedness |
i) Principal Amount |
9552.95 |
155.00 |
- |
9707.95 |
ii) Interest due but not paid |
. |
. |
. |
. |
iii) Interest accrued but not due |
- |
- |
- |
- |
Total (i ii iii) |
9552.95 |
155.00 |
. |
9707.95 |
Change in Indebtedness during the year |
||||
Addition |
607.64 |
682.82 |
. |
1290.46 |
Reduction |
6.76 |
- |
- |
6.76 |
Net Change |
600.88 |
682.82 |
. |
1283.70 |
Indebtedness at the end of the Financial Year |
||||
i) Principal Amount |
10153.83 |
837.82 |
- |
10991.65 |
ii) lnterest due but not paid |
. |
. |
. |
. |
iii)lnterest accrued but not due |
- |
- |
- |
- |
Total (i ii iii) |
10153.83 |
837.82 |
- |
10991.65 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A REMUNERATION TO MANAGING DIRECTOR, WHOLE-TIME DIRECTORS AND/OR MANAGER:
Sr. No. |
Particulars of Remuneration |
Shri Ramniwas R Dhoot (Chairman) |
Shri Ajay R Dhoot (Vice-Chairman) |
Shri Aaditya R Dhoot (Managing Director) |
Ms. Priyanjali Dhoot (Executive Director) |
Total Amount |
1 |
Gross salary |
|||||
a) |
(a) Salary as per provisions contained in section 17(1) of the lncome-taxAct, 1961 |
53,40,000 |
51,90,000 |
50,40,000 |
6,00,000 |
161,70,000 |
b) |
(b) Value of perquisites u/s 17(2) Income-Tax Act, 1961 |
5,50,090 |
4,16,400 |
39,600 |
7,000 |
10,13,090 |
c) |
(c) Profits in lieu of salary under section 17(3) Income- tax Act,1961 |
|||||
2 |
Stock Option |
. |
. |
. |
. |
. |
3 |
Sweat Equity |
. |
. |
. |
. |
. |
4 |
Commission- as % of profit - others, specify |
. |
. |
. |
. |
. |
5 |
Others, (Company''s contribution to Provident Fund) |
. |
. |
. |
. |
. |
Total |
58,90,090 |
56,06,400 |
50,79,600 |
6,07,000 |
1,71,83,090 |
B. REMUNERATION TO OTHER DIRECTORS:
Sr. No. |
Particulars |
Fees for attending Board/ Committee Meetings |
Commission |
Others, please specify |
Total Amount |
INDEPENDENT DIRECTORS |
|||||
1 |
Shri R.T. RajGuroo |
19,500 |
- |
- |
19,500 |
2 |
Shri Siby Antony |
26,000 |
- |
- |
26,000 |
3 |
Shri Prashant Pandit |
13,000 |
- |
- |
13,000 |
4 |
Shri P. Uma Shankar |
0 |
- |
- |
0 |
5 |
Dr. Praveen Saxena |
18,000 |
. |
. |
18,000 |
Total Remuneration |
76,500 |
76,500 |
C. REMUNERATION TO KEYI MANAGERIAL PERSONNEL OTHER THAN MD/l\/IANAGER/WTD
Sr. No. |
Particulars of Remuneration |
Shri Baku! Desai (CFO) |
Ms. Priya Shah (CS) |
Total Amount |
1 |
Gross salary |
|||
a) |
(a) Salary as per provisions contained in sectionl 7(1) of the lncome-tax Act,1961 |
16,55,716 |
4,59,443 |
21,15,159 |
b) |
(b) Valueof perquisites u/s 17(2)1 ncome-Tax Act, 1961 |
- |
- |
- |
c) |
(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 |
- |
- |
- |
2 |
Stock Option |
- |
- |
- |
3 |
Sweat Equity |
- |
- |
- |
4 |
Commission- as % of profit - others, specify |
- |
- |
- |
5 |
Others, (Company''s contribution to Provident Fund) |
- |
- |
- |
Total |
16,55,716 |
4,59,443 |
21,15,159 |
VII. PENALITIES / PUNISHMENT/COMPOUNDING OF OFFENCES:
Type |
Sections of the Companies Act |
Brief Description |
Details of Penalty/ Punishment/ Compounding Fees imposed |
Authority (RD/NCLT COURT) |
Appeal Made If any (give detail) |
A) COMPANY- NOT APPLICABLE |
|||||
Penalty |
Nil |
Nil |
Nil |
Nil |
Nil |
Punishment |
Nil |
Nil |
Nil |
Nil |
Nil |
Compounding Refer note provided as under |
|||||
B) DIRECTORS |
|||||
Penalty |
Nil |
Nil |
Nil |
Nil |
Nil |
Punishment |
Nil |
Nil |
Nil |
Nil |
Nil |
Compounding Refer note provided as under |
|||||
C) OTHER OFFICERS DEFAULT |
|||||
Penalty |
Nil |
Nil |
Nil |
Nil |
Nil |
Punishment |
Nil |
Nil |
Nil |
Nil |
Nil |
Compounding |
Nil |
Nil |
Nil |
Nil |
Nil |
Note: Cases were filed by ROC, Ahmedabad before the Chief Judicial Magistrate Court, Silvassa against the Company and its Directors in the year 2009-2010 for Non-disclosures in Annual Report for the financial year 2006-2007. The said cases were Compounded by the Company and its Directors before the Company Law Board (CLB), Mumbai and Compounding Fines amounting to Rs. 2,40,000 were paid in CLB, Mumbai by Company and its Directors as per the orders dated 16th October, 2014 passed by the CLB, Mumbai Bench. This order will be submitted to the Silvassa Court for disposal of matter.
By Order of the Board |
|
For IMP Powers Limited |
|
Sd/- |
|
Ramniwas R Dhoot |
|
Date: August 13, 2018 |
Chairman |
Place: Mumbai |
(DIN: 00210094) |
Annexure- F AOC-2 (Pursuant to Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form of Disclosure of Particulars of contracts/ arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain arms length transactions under the third proviso thereto.
I. Details of Contract and Arrangements not on arms length basis: Not applicable
II. Details of material contracts or arrangements or transactions at arm''s length basis: Not applicable
By Order of the Board |
|
For IMP Powers Limited |
|
Sd/- |
|
Ramniwas R Dhoot |
|
Date: August 13, 2018 |
Chairman |
Place: Mumbai |
(DIN: 00210094) |
Mar 31, 2016
Dear Members,
The Directors present 54th Annual Report on the business and operations of IMP Powers Ltd. (âIMPâ/ the âCompanyâ), together with the audited financial statements for the year ended March 31, 2016 and other accompanying reports, notes and certificates.
FINANCIAL RESULTS:
The financial highlights of the Company for the year ended March 31, 2016 are as follows:
(Rs. in lacs)
PARTICULARS |
2015-16 |
2014-15 |
Gross Turnover |
39648.78 |
35775.41 |
Turnover Net of Excise Duty |
36011.01 |
32910.71 |
Other Income |
75.58 |
72.44 |
Total Revenue from Operations |
36086.59 |
32983.15 |
Profit Before Finance Cost, Deprecation & Taxes |
3451.27 |
3080.55 |
Less: Depreciation |
592.73 |
633.84 |
Less: Finance Cost |
2393.14 |
2077.17 |
Profit Before Tax |
465.40 |
369.54 |
Less: Current Tax |
172.51 |
97.91 |
Less: Deferred Tax |
(16.95) |
13.06 |
Profit After Tax |
309.84 |
258.58 |
Add: Profit brought from Previous Year |
1812.02 |
1742.47 |
Profit available for Appropriation |
2121.86 |
2001.05 |
Appropriations: |
||
Proposed Equity Dividend |
45.681 |
40.68 |
Proposed Preference Dividend |
- |
3.26 |
Tax on Dividend |
8.79 |
7.76 |
Transfer to 4% Preference Share Capital Redemption Reserve |
81.67 |
81.67 |
Transfer to Bond Redemption Reserve |
- |
55.66 |
Surplus carried to Balance Sheet |
1985.72 |
1812.02 |
Earning Per Share |
||
Basic |
3.65 |
3.04 |
Diluted |
3.65 |
3.04 |
FINANCIAL RESULTS
The company''s sales has increased by over 9% in FY 2015-16 over FY 2014-15. The PAT has increased by over 19.8% in FY 2015-16 over FY 2014-15. The consolidated sales of the year under review was Rs. 363 crore and consolidated Profit after Tax (PAT) was Rs. 3.41 crore.
MAJOR ACHIEVEMENTS:
- Your Company is amongst the top 5 power transformer companies in India in the 132-220 kv Class category.
- The Company has orders worth Rs. 466 crores in hand.
- Your Company has successfully conducted Dynamic Short Circuit test on 12.5 MVA, 66/11 kv and 20 MVA, 66/11 kv Power Transformer. With this achievement the Company is ranked among the Top 3 manufacturers in India who have conducted Short Circuit Test by Central Power Research Institute (CPRI) Bangalore.
- IMP Energy Ltd., a subsidiary of the Company has got 7 MW project in Jammu and Kashmir Energy Dev. Agency (JAKEDA).
- Your Company has ventured into an exciting new business - Exclusive Marketing of âKinetic energy turbinesâ - a break-through technology of Smart Hydro Power GmbH Ltd. - a German Company.
Finance and Rating:
You will be glad to know that the Credit rating agency, CARE, in its recent evaluation, has reaffirmed the rating of your Company as CARE âBBB-â for long term credit rating and CARE âA3â for short term credit rating.
Future Growth Prospects:
Based on the governments'' emphasis on power sector - generation, transmission & distribution, tide of the transformer industry has turned around hugely. The company has highest EBIDTA margins amongst its peers indicating operational efficiency as well as competitiveness of its products (in terms of quality, pricing, etc.) vis-a-vis its peers. The company, with empanelment / enlistment with PGCIL, NTPC & Railways, etc., expects additional orders for substantial amounts for transformers of up to 220 KV & 400 KV class. The planned investments in power sector, replacement demand, export potential and development of inter-regional capacity is surely to sustain the demand of transformers in near to medium term. In short, the company being amongst the few top better performing companies in transformer space, is well poised to tap huge opportunities and benefit substantially from FY 2017-18.
Your Company manufacturing Transformers of range up to 400 kv Class, is fully equipped with most modern Plant & Machinery to grab the opportunity provided by the 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.
For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the Annual Report given in Annexure-IV.
Subsidiary Company
Your Company has one (1) subsidiary as on March 31, 2016. There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (âActâ). There has been no material change in the nature of the business of the subsidiaries.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiary in Form AOC-I are annexed as Annexure-A and forms part of this Report.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary company are available on the website of the Company.
IMP Energy Ltd (IEL), a Subsidiary Company of IMP Powers Limited, is engaged in complete EPC Work of small hydro Power (SHP) business. The Company sets up small hydro power plants of up to 5 MW capacity and does the entire EPC work. It is currently executing 12 projects and out of which 3 projects are expected to be commissioned during FY 2016-17. Also IMP Energy Ltd. is L1 in 7 MW of IPP projects in Jammu and Kashmir State.
MATERIAL CHANGESAND COMMITMENTS AFFECTING FINANCIALPOSITION BETWEEN THE END OF FINANCIAL YEARAND DATE OF REPORT
There are no material changes and commitments affecting financial position between the end of financial year and date of this Report.
BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES
The Board of Directors comprises of 9 (Nine) Directors as on March 31, 2016. Of the 9 (Nine) Directors, 6 (Six) are Non-Executive Directors and 3 are (Three) Executive Directors. The Non-executive Directors include 5 (Five) Independent Directors and 1(One) Investor Director. The composition of the Board is in conformity with the provisions of the Act and Regulation 17 of the Listing Regulations entered into with the Stock Exchanges. During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees paid to them for the purpose of attending meetings of the Company.
Appointment
The Board of Directors, on recommendation of the Nomination and Remuneration Committee, appointed Dr. Praveen Saxena as an Additional Director in the category of Independent Director w.e.f. May 27, 2016 who shall hold the office until the ensuing Annual General Meeting (âAGMâ) and is eligible for appointment at the AGM. The appointment of Dr. Praveen Saxena as an Independent Director for the period of 5 years w.e.f. May 27, 2016 is subject to approval of the Members of the Company at the ensuing AGM.
All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act.
Resignation/Retirement
Mr. Jayant Narayan Godbole, Non-Executive and Independent Director of the Company, resigned from the Board of the Company w.e.f. March 14, 2016 due to personal reasons. The Board placed on record its appreciation for the contribution made by him during his tenure as Director of the Company.
Mrs. Rajkamal Sukhani, Non-Executive and Independent Director of the Company, resigned from the Board of the Company w.e.f. August 12, 2016 due to personal reasons. The Board placed on record its appreciation for the contribution made by her during her tenure as Director of the Company.
Directors retiring by rotation
In accordance with the relevant provisions of the Act and in terms of the Articles of Association of the Company, Mr. Ramniwas R Dhoot, Chairman of the Company retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment. The Board recommends his re-appointment.
Meetings of the Board of Directors
During the financial year ended March 31, 2016, 5 (Five) Board meetings were held. Details of the composition of the Board, meetings of the Board held and attendance of the Directors at such meetings, are provided in the Corporate Governance Report annexed to this Report. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.
Committees of the Board
There are currently 4 (Four) Committees of the Board, as follows:
(i) Audit Committee
(ii) Nomination and Remuneration Committee
(iii) Stakeholders'' Relationship Committee
(iv) Corporate Social Responsibility Committee
During the financial year ended March 31, 2016, the Board re-constituted Nomination and Remuneration Committee in accordance with the Act and the Listing Regulations.
Details of all the Committees along with their terms of reference, composition and meetings of each Committee held during the year, are provided in the Corporate Governance Report, annexed to this Report.
KEY MANAGERIAL PERSONNEL
In the Board Meeting held on November 07, 2015, Mrs. Parvati Nair was appointed as Company Secretary and Compliance Officer of the Company with effect from October 26, 2015 in place of Ms. Romali M. Malvankar, Company Secretary who has resigned.
The Board of Directors in its Meeting held on May 27, 2016 approved retirement of Mr. Deepak A. Shah, Chief Financial Officer of the Company w.e.f. June 30, 2016 and appointment of Mr. B. K. Desai, Sr. V.P.-Finance & Accounts as Chief Financial Officer w.e.f. July 01, 2016 in place of Mr. Deepak A. Shah.
POLICIES AND PROCEDURES
The Policy of the Company on Directors'' appointment including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, Key Managerial Personnel and other employees are provided in the Corporate Governance Report, annexed to this Report.
ANNUAL EVALUATION OF THE BOARD, COMMITTEESAND INDIVIDUAL DIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and meets the requirement of the Company.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
In the separate meeting of the Independent Directors held on May 27, 2016, performance of the Non-Independent and Executive Directors, performance of the Board as a whole and performance of the Chairman, in particular was evaluated, taking into account the views of Executive Director and Non-Executive Directors. The result of the evaluation is satisfactory and meets the overall requirement of the Company.
RISK MANAGEMENT
During the year, the management reviewed and strengthened its risk management policy and the risk management framework which ensures that the Company is able to carry out identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has established and maintained adequate internal financial controls with respect to financial statements. Such controls have been designed to provide reasonable assurance with regard to providing reliable financial and operational information. During the year, such controls were operating effectively and no material weaknesses were observed.
VIGIL MECHANISM/ WHISTLEBLOWER POLICY
The Company has established its vigil mechanism in form of Whistle Blower Policy for Directors and employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy, details of which are provided in the Corporate Governance Report, which forms part of this Report.
The Policy provides for adequate safeguards against victimization of directors/employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee.
The Whistle Blower Policy has been placed on the Company''s website and is accessible at http://www.imp-powers.com/pdf/Policies/Whistle%20Blower%20Policy IMP%20Poiwers%20Ltd.pdf CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
The Board has formulated a Corporate Social Responsibility Policy. The provisions related to CSR activities are not applicable to the company during the Financial Year 2015-16. However, company has made spent a sum of Rs. 5 lacs during the FY 2015-16.
OTHER STATUTORY DISCLOSURES CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions that were entered into during the financial year were on an arm''s length basis and in the ordinary course of business. Pursuant to Regulation 23 of the Listing Regulations and Section 177 of the Act, prior approval of the Audit Committee is obtained for all related party transactions. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.
Your Company has adopted a Policy on Related Party Transactions. The Policy, as approved by the Board, is available on the Company''s website and the same is accessible at http://www.imp-powers.com/pdf/Policies/Policy%20on%20Related% 20Party%20Transactions IMP%20Powers%20Ltd.pdf
The details of material contracts or arrangement or transactions entered into by your Company on arm''s length basis are provided in Form No. AOC-2, which is annexed as Annexure D to this Report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans during the year. The details of investments made in unlisted subsidiary of your Company during the year are given hereunder -
Sr. No. |
Name of the Company |
Nature of Transactions |
(Rs. in Lacs) |
1. |
IMP Energy Ltd. (IEL, Subsidiary of the Company) |
Investment of Equity Shares of IEL |
77.47 |
The details of guarantees provided during the year are given hereunder -
Sr. No. |
Name of the Company |
(Rs. in Lacs) |
1. |
Corporate Guarantee issued to Bank on behalf of IMP Energy Ltd. (IEL, Subsidiary of the Company) |
2200.00 |
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 (''the Act'') are given in the notes to the financial statements.
PUBLIC DEPOSITS/ LOANS & ADVANCES
Your Company has not accepted any deposits from the public, or its employees during the year under review in accordance with the provisions of Chapter V of the Act. The Company has not given any loans/advances to its subsidiary, the particulars of which are required to be disclosed in the financial statements, pursuant to Regulation 34 of the Listing Regulations.
DISCLOSURES AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company''s offices, and take appropriate decision in resolving such issues.
During the year under review, no complaints were registered requiring investigation and redressal.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read with Rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure B to this Report.
CONSERVATION OF ENERGY, TECHNOLOGYABSORPTIONAND FOREIGN EXCHANGE EARNINGSAND OUTGO
Information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are annexed as Annexure-G to this Report.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT
There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
EXTRACTOFANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form No. MGT-9 is annexed as Annexure-F to this Report.
AUDITORS Statutory Auditors and Statutory Audit Report
In accordance with the provisions of Section 139 of the Companies Act, 2013 read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, M/s Batliboi & Purohit, Chartered Accountants were appointed as Statutory Auditors of the Company in the 52nd Annual General Meeting held on September 30, 2014 to hold office from the conclusion of the 53rd Annual General Meeting till the conclusion of the 55th Annual General Meeting of the Company, subject to ratification of their appointment by the Members at every Annual General Meeting held after the 52nd Annual General Meeting.
Accordingly, a proposal seeking Members'' ratification for the appointment of M/s Batliboi & Purohit, Chartered Accountants, as the Statutory Auditors of the Company and for fixing their remuneration for the remaining tenure forms part of the Notice convening the ensuing Annual General Meeting. Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014, the Company has received consent from them to the effect that their appointment, if made, will be within the prescribed limits under the Companies Act, 2013 and that they are not disqualified for appointment. As required under Regulation 33 of the Listing Regulations, they have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Audit Committee and Board of Directors have reviewed their eligibility criteria as laid down under Section 141 of the Companies Act, 2013 and recommended the ratification of their appointment as Statutory Auditors for the remaining tenure. No frauds have been reported by the Statutory Auditors during the financial year 2015-16 pursuant to the provisions of Section 143(12) of the Companies Act, 2013.
The Auditors'' Report for the financial year ended March 31, 2016 does not contain any qualification, reservation, adverse remark or disclaimer.
Cost Auditors and Cost Audit Report
In accordance with the provisions of Section 148 of the Companies Act, 2013 read with Rule 14(a) of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors, has on the recommendation of the Audit Committee, appointed M/s V.J. Talati & Co., Cost Accountants as Cost Auditors of the Company for the financial year 2016-17 at a remuneration of 50,000/- plus service tax as applicable subject to ratification of such remuneration by the Members in the ensuing Annual General Meeting. Accordingly, a resolution seeking Members'' ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.
The Company has filed the Cost Audit Report for the financial year ended March 31, 2015 on September 30, 2015. The Cost Audit Report for the financial year ended March 31, 2016 shall be filed in due course.
Secretarial Auditors and Secretarial Audit Report
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s Dhirendra Maurya & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2016-17.
The Secretarial Audit Report for the financial year ended March 31, 2016 is set out in Annexure-C to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
Internal Auditors
Pursuant to the provisions of Section 138(1) of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Company has appointed M/s Bathiya & Associates LLP, Chartered Accountants as Internal Auditor of the Company for the financial year 2016-17. The Audit Committee in its Meeting held on May 27, 2016 has recommended their appointment as Internal Auditors of the Company.
DIRECTORSâRESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2015-16.
Accordingly, pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:
i. in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2016 and of the profit for the Company for that period;
iii. they have 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 the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual financial statements on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;
vi. They have devised systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
MANAGEMENT DISCUSSIONANDANALYSIS REPORT
A detailed report on Management Discussion and Analysis, as required under Regulation 34(2)(e) of the Listing Regulations for the year under review is presented in a separate section, forming part of the Annual Report.
CORPORATE GOVERNANCE
A Report on Corporate Governance appears after this Report. A certificate from M/s Batliboi & Purohit, Chartered Accountants, with regard to compliance with the Schedule V of the Listing Regulations by the Company is annexed hereto and forms part of this Report.
The Company has complied with mandatory requirements prescribed under Schedule V of the Listing Regulations entered with the BSE Limited (âBSEâ) and the National Stock Exchange of India Limited (âNSEâ). The Company has also implemented some of the non-mandatory provisions as contained in Schedule V of the Listing Regulations.
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 depends upon its ability to attracts 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 if company by conducting various trainings on its in-house training center at Silvassa Factory. Your company''s industrial relations at all divisions continued to be harmonious and cordial during the year.
INDUSTRIAL RELATIONS
The Industrial Relations continued to be generally peaceful and cordial.
ACKNOWLEDGEMENT
Your Directors wish to place on record their sincere appreciation of the assistance and support extended by the employees, shareholders, customers, financial institutions, banks, vendors, dealers, the Central and State Governments and others associated with the activities of the Company. We look forward to their continued support in future. 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/-
Place: Mumbai Ramniwas R Dhoot
Date: 12th Augustâ 2016 Chairman
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
Jun 30, 2012
To , The Members Of IMP POWERS LTD.
Dear Shareholders,
The Directors have pleasure in presenting you the 50th Annual Report
on the business and operations of your Company together with the
Audited Statement of Accounts for the financial year ended 30th June
2012.
FINANCIAL RESULTS:
The financial and operating highlights for the year under review,
compared with the previous financial year, are given below:
(in lakhs)
PARTICULAR JUNE
30,2012 JUNE
30,2011
Total Sales 28224.27 24914.98
Other Income 9.01 13.91
Total Sales and Other Income 28233.28 24928.89
Profit before
Depreciation, Interest and
Finance Charges and tax 3367.32 3057.13
Less : Provision for depreciation 426.44 392.48
Less: finance cost 1922.30 1626.13
Profit before tax 1018.58 1028.52
Less : current tax 205.78 229.09
Less : deferred tax 92.83 77.90
Less : Fringe Benefit Tax 0.00 0.00
Net Profit after tax 719.97 721.53
Extra Ordinary Item 0.00 443.50
Net Profit 719.97 278.03
Earning Per Share before extra
ordinary Items
Basic 8.73 8.75
Diluted 8.73 8.75
Earning Per Share after
extra ordinary Items
Basic 8.73 3.30
Diluted 8.73 3.30
OPERATIONS:
The performance of your Company during the financial year was
impressive and maintained the growth trajectory especially in stiffly
competitive and tough market. The total income for the year ended 30th
June 2012 at Rs.28233 lacs registered an growth of 13 % as against
total income of Rs.24940 lacs during the previous year ended on 30th
June 2011. Export sales for the year 2011-12 was Rs. 3977 lacs compared
to Rs. 925 lacs for the year 2010-11.Net Profit for the year ended 30th
June 2012 grew by 159 % to Rs.720 lacs as against Net Profit of Rs.279
lacs (after extra ordinary item) of the previous year. The Consolidated
PAT of the Company during the year was Rs.690 lacs.
Your Company has a very healthy unexecuted order book of 6339 MVA of
transformers worth Rs.22000 lacs as on 30th June 2012.
FUTURE PROSPECTS
Despite stiff competition due to market conditions, your Company has
continued the growth trajectory by achieving 13% higher sales compare
to last year. Your Company is confident of continuing the same growth
year on year with dedicated and experienced marketing team, penetration
to electricity boards in South and East region, relationship with the
customers by which getting the repeat orders. The margins are going to
be under pressure due to competition, but looking at the reforms
undertaken in the power sector, this is bound to ease out shortly.
Your Company is focusing more on SEBs, a shift from EPC , where the of
take of materials is faster. Your Company apart from continued focus on
the existing markets in North and West, intends to strengthen its
position in East and South markets. Your Company has started
participating in tenders of electricity boards of Tamilnadu, Karnataka,
Orissa, West Bengal and the results are quite encouraging.
During the year, your Company has executed the export order of $6
million received from Africa. Looking to the huge export potential in
Africa market, your Company is confident of expanding its activity in
Africa region and seeking opportunity in other international markets.
During the year, your Company has received first of its kind order of
315MVA/400kv class transformer from MSETCL by which your Company now is
in the elite group of transformer manufacturers of 400 KV. Your Company
will concentrating on manufacturing EHV transformers where the demand
is rising due to the augmentation of 765kV lines.
Your Company has strong R & D division. With a view to save cost and
improve the designs, your Company is going to strengthen the division
to create more innovative and economical designs for higher range of
transformers.
Your Company is concentrating on repair business of transformers having
huge potential by taking the advantage of wide customer base. During
the year, your Company has received orders from Haryana and Punjab
electricity boards. Your Company is now penetrating in to other
electricity boards.
IMP Energy Limited
With the thermal power generation segment facing the issue of shortage
of coal, other power generation sources like Hydro and renewal energy
will get attention in the coming years. During the year, IMP Energy Ltd
(IEL) has been incorporated as a subsidiary of your Company for mini
and small hydro EPC business of less than 5 MW. IEL has received the
order worth Rs.55 cr from LREDA Ã LEH and KREDA- Kargil in short span
of six months. IEL is focusing on these regions and expecting orders
totaling Rs.100 cr in the current year.
Key Achievements:
- Your Company is now completely out of CDR by repaying 100 %
recompense amount.
- Your Company has received maiden order from MSETCL for supply of EHV
Transformers of 315MVA, 400kv Class which puts your Company in the top
league of manufacturers in the Country.
- Single largest order from RRVPNL of 2080 MVA of 13 No.s of 160 MVA,
220kv Class.
- Executed single largest export order of $ 6 Million from Africa.
- Formed IMP Energy Ltd, a subsidiary of IMP Powers Ltd. an PMC/EPC Co.
for Small/Mini/Hydro Powers. The Company has set up its office in Delhi
à Gurgaon.
Subsidiary Company
With the thermal power generation segment facing the issue of shortages
of coal (major raw material), other power generation sources like
nuclear, hydro and renewable energy sources will get attention in the
coming years.
The hydro power segment offers investment opportunities as India is
considered to have hydro power generation potential worth 1,50,000 MW;
of which only 25% has been harnessed till date.
Keeping in view the huge potential in this sector, IMP Energy Limited
(IEL) has been incorporated as a subsidiary of IMP Powers Ltd. (IEL) It
was launched for providing EPC for setting up of small and mini Hydro
projects. The basic idea of embarking for Small Hydro Projects is to
offer complete "End to End solutionà by giving all services under one
roof. The most critical part for the development of Small Hydro Project
is complete coordination among various facets such as Planning, Civil
Works, Hydro Mechanical Works and Electro-Mechanical Works. IMP Energy
Ltd. has tied up exclusively with turbine manufacturers as this is one
of the most critical components in the E & M side.
Your Company is focusing mainly in Jammu & Kashmir, LEH/Ladakh and
Kargil where there is an acute shortage of power and in most places
will replace DG .These projects are run on the river projects which do
not require any environment clearance nor any displacement of
people/villages and nor any dams. These are funded and monitored by
Government itself through MNRE.
Your Directors have pleasure to announce that in a short span of 6
months, IEL has secured orders of Rs.55 Crores till date. The pipeline
of new orders looks very strong and expects to gain meaningfully in the
current year.
Exemption under Section 212 (8) of the Companies Act, 1956.
Ministry of Corporate Affairs has vide its General Circular No.2/2011
dated 8th February 2011 has granted general exemption under Section 212
(8) of the Companies Act, 1956. Your Company opted for the said
exemption exempting the Company from attaching the audited financial
statements of the subsidiary as specified under Section 212(1) of the
Act. Annual Accounts of the Subsidiary and related information will be
made available to the shareholders of the Company. The said accounts
will also be kept open for inspection by any shareholder at the
Company's registered office. The summarized financial information of
IMP Energy Ltd. is published separately in the Annual Report.
A statement pursuant to Section 212 of the Companies Act, 1956 in
respect of 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) attached herewith is a Consolidated Financial Statement of
your Company and its aforesaid Subsidiary prepared in accordance with
Accounting Standard AS-21 issued by the Institute of Chartered
Accountants of India.
DIVIDEND
Your Directors' have pleasure to recommend a Dividend of Re.1/- per
equity share and a Special Dividend of Re. 0.50/- per Equity Share on
8136563 Equity Shares of Rs.10/- each for the year ended June 30, 2012.
This Special Dividend is recommended to commemorate the Golden Jubilee
Year of your Company.
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. Jayant Godbole and Mr.
Siby Antony, Directors of the Company, retire by rotation at the
ensuing Annual General Meeting and being eligible, offer 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 annual accounts for the financial year
ended 30th June 2012 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 30th June 2012 and of the profit and loss account of
the Company for the year ended on that date;
- 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;
- The annual accounts have been prepared on a going concern basis.
AUDITORS
M/s. Batliboi & Purohit, Chartered Accountants, Statutory Auditor of
the Company, who hold office until the conclusion of ensuing Annual
General Meeting will retire at the forthcoming Annual General Meeting.
The Company has received a certificate from the Auditors of the Company
to the effect that their appointment, if made, would be in accordance
with Section 224(1B) of the Companies Act 1956. The Board recommends
their appointment.
AUDITORS' REPORT:
The observations in the Auditors' Report read with the Notes to
accounts are self-explanatory and do not call for comments.
CORPORATE GOVERNANCE
Your Company has been complying with the conditions of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement. A
separate section on Corporate Governance forms part of the Directors'
Report and a certificate from Statutory Auditor for compliance forms
part of 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 30th June 2012 is annexed and
forms part of the Directors' Report.
FIXED DEPOSIT
Your Company has not accepted any fixed deposit from the public during
the year ended 30th June 2012.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has adequate system of internal control in order to ensure
that all the transaction are duly authorised, recorded and reported
correctly.
Internal audit is looked after by independent firm of Chartered
Accountants, M/s Sharp & Tannan Associates who conducts regular audit.
Summarized internal audit observation/reports are reviewed by the Audit
Committee on a regular basis. Both the Statutory as well as the
Internal Auditor of the Company independently evaluate the adequacy of
the internal control system. Based on the audit observations and
suggestions, remedial measures are being taken by the Management on a
regular basis .
INSURANCE
Properties and Assets of Your Company are adequately insured.
HUMAN RESOURCES
Your Company recognizes that people are its principal assets. Company's
growth is always dependent upon its ability to attract and retain good
quality people. 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.
Industrial relations at all divisions of the Company were also very
cordial 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 (Particular of Employees )
Rules, 1975 as amended vide Companies (Particular 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 conservations
1. Installation of 144 nos turbo ventilator fans in production shops.
These fans run on wind energy requiring no
electrical power .Shop temperature will be lowered by about 5 degree C
& hence use of normal fans will be drastically reduced Further,
translucent sheet used for each fan will increase sunlight in the shop
which will reduce power consumption on lighting.
2. Preventive maintenance of all vacuum pumps done which has increased
their efficiency & reduced power consumption.
3. Installed 10kvar capacitor bank in APFC panel to improve power
factor.
4. Maintained 4% oxy level in thermo pack diesel.
5. Replacement of mercury lamps with metal halide lamps .
6. Started use of LED lamps.
7. Reduction in wastage of energy by optimum use of plant & machinery,
air conditioners and lighting in workshops/ offices. with the help of
various measures undertaken by the Company, there is a reduction in
consumption of energy. Your Company is making continuous efforts to
further reduce energy consumption and consequent cost of production.
B) Details of Foreign Exchange Income and Outgo Are As Below:
(In Lacs)
PARTICULAR 2011-2012 2010-2011
Foreign exchange earnings 3977.15 916.90
Foreign exchange expenditure 18.37 10.00
ACKNOWLEDGEMENT
The Board of Directors takes this opportunity to thank all investors,
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 Director also wish to place on their record their appreciation for
the contribution made by the employees at all level.
Regd.Off. : By Order of the Board
Survey No.263/3/2/2
Umerkoi Road, Village
Sayali Silvassa, 396230 Dadra
& Nagar Haveli (U.T.)
Ramniwas R Dhoot
Chairman
Place : Mumbai
Date: 7th November 2012
Jun 30, 2010
The Directors have immense pleasure in presenting the 48th Annual
Report on the business and operations of your Company and Audited
Accounts for the year ended 30th June 2010. The sunset year was a pack
of challenges and obstacles for the business. The same responsibility
was effectively shouldered by the management of your company.
FINANCIAL RESULTS AND APPROPRIATIONS:
(Amount in Lacs)
Particulars Year ended June
30, 2010 Year ended June 30, 2009
Sales 19269.53 19065.72
Other Income 21.46 62.63
Total Sales and Other Income 19290.99 19128.35
Profit before Interest
and Finance Charges,
Depreciation & Taxation 2190.30 3283.86
Less : Interest and Finance Charge 1157.24 774.37
Less: Depreciation 350.29 256.77
Profit before Taxation 682.77 2252.72
Less: Provision for Taxation
* Current 88.66 609.78
* Deferred 135.21 59.15
* Fringe Benefit Tax -- 11.74
Profit After Tax 458.90 1572.05
Extra ordinary item -- --
Net Profit 458.90 1572.05
Earning per share Before extra
ordinary items
à Basic 5.52 20.52
Diluted 5.52 20.52
Earning Per Share After extra-ordinary
Items Basic 5.52 20.52
Diluted 5.52 20.52
Note: Previous year figures have been regrouped/rearranged wherever
necessary.
OPERATIONS
The Directors are pleased to inform you that, your Company has achieved
an important milestone by successfully completing 2nd phase of
expansion of its Transformers Production Capacity from 7,000 MVA p.a.
to 10,000 MVA p.a.. Your Company completed this challenging task of
expansion at the same site, without affecting the regular production
and that too, within the desired time frame.
Some of the Companys important achievements during the year are :- a)
Production capacity expanded to 10,000 MVA p.a.,
b) State of the Art Impulse generator installed in house
c) State of the Art Vapour phase drying oven installed,
Your Companys power and distribution transformers production
increased from 3712 MVA in 2008-09 to 4424 MVA i.e. by 19.18%.
Your Company achieved Net Sales of Rs. 192.90 crore as against
Rs.191.28 crore in previous year. During the year, the Company also
exported transformers worth Rs. 14.33 crores. The Net Profit after Tax
(PAT), however has come down at Rs. 4.59 crores as compared to Rs.15.72
crores of the previous financial year. The profitability of the Company
was affected due to stiff competition and global meltdown.
FUTURE PROSPECTS
The future of power equipment industry is very bright as the Ministry
of Power has set a goal of ÃPower for all by 2012.Ã Also the National
Electricity Policy envisages demand for power to be fully met by 2015.
Further, the Government has decided the continuation of Rajiv Gandhi
Vidutikaran Yojana (RGGVY) Scheme. Keeping in view all these
initiatives introduced by the Government, there will be the huge growth
prospects in the power sector and the demand for transformers will be
huge. With an expanded capacity of 10000 MVA p.a. , your Company is
ready to tap this business opportunity.
DIVIDEND
With a view to future fund requirements for capital expenditure and
further investments to tap the huge growth prospects in Power Sector,
Your Directors do not recommend any dividend on Equity Shares for the
financial year ended on 30th June 2010.
DIRECTORS
During the year, IBEF & IBEF-I withdrew the nomination of Shri Krishna
Kant Rathi and nominated Shri Prakash Bagla as Investor Director on the
Board of IMP Powers Limited. The Board of Directors at its meeting held
on 29th April 2010, accepted the withdrawal of nomination of Mr.
Krishna Kant Rathi as a Nominee Director and approved the appointment
of Shri Prakash Bagla as Nominee Director with effect from 29th April
2010.
In accordance with the provisions of the Companies Act, 1956 and the
Article of Associations of the Company, Mr. Jayant Godbole and Mr. Siby
Antony, Directors of the Company, retire by rotation at the ensuing
Annual General Meeting and being eligible, offer 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 annual accounts for the financial year
ended 30th June 2010, 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 30th June 2010 and of the profit and loss account of
the company for the year ended on that date;
* 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;
* The annual accounts have been prepared on a going concern basis.
AUDITORS
M/s. Batliboi & Purohit, Chartered Accountants, Statutory Auditors of
the Company, who hold office until the conclusion of the ensuing Annual
General Meeting, will retire at the forthcoming Annual General Meeting.
The Company has received certificate from the auditors of the Company
to the effect that their appointment, if made, would be in accordance
with Section 224 (1B) of the Companies Act, 1956. The Board recommends
their appointment.
AUDITORS REPORT
The observations in the Auditors Report read with the Notes to
accounts are self-explanatory and do not call for comments.
CORPORATE GOVERNANCE
As required by the Clause 49 of the Listing Agreements entered with The
Bombay Stock Exchange and National Stock Exchange, Management
Discussion and Analysis Report, Corporate Governance Report, Auditors
Certificate on compliance of the conditions of Corporate Governance are
attached to this Annual Report and forms integral part of the
Directors Report.
CODE OF CONDUCT COMPLIANCE
As per Clause 49 of the Listing Agreement with the Stock Exchanges, the
declaration signed by the Jt. Managing Director regarding Code of
Conduct Compliance for the financial year ended 30th June 2010 is
annexed and forms part of the Directors Report.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from the public during
the period under review.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has in place adequate internal control systems
commensurate with the nature of its business and the size of its
operations. Appointment of M/s Sharp and Tannan Associates as Internal
Auditors, strengthened the Internal Control System of your Company
substantially.
INSURANCE:
Properties and Assets of the Company are adequately insured.
HUMAN RESOURCES:
Your Company recognizes that people are its principal assets and that
its continued growth is dependent upon the Companys ability to
attract and retain quality people. Your Company has established
full-fledged Human Resources Department which is entrusted with the
responsibility of retaining and developing skills of the employees of
the Company. Industrial relations at all divisions of the Company
remained cordial during the year.
INFORMATION PURSUANT TO SECTION 217(1) (e) OF THE COMPANIES ACT, 1956
a) CONSERVATION OF ENERGY
Steps taken for conservation
1) A.C Drives for Hoist Motors installed.
2) Installation of Translucent Roofs.
3) Installation of APFC to improve power factor.
4) Maintaining 4% Oxy level in Thermo pack 2.5 Ltr / Hr LDO saving &
5) Start replacing Metal Halide Lamps & additional igniter.
b) Replaced Oil Heaters (Oil Filtration) with Solar Heaters.
c) Existing Welding Transformers with modern thyristorized welding
rectifier will lead to save energy & improve Quality welding.
With the help of various measures undertaken by the Company, there is a
reduction in consumption of energy. Your Company is making continuous
efforts to further reduce energy consumption and consequent cost of
production.
The details of foreign exchange income and outgo are as below: -
(Rs in Lacs.)
2009-10 2008- 09
Foreign Exchange Earning 1433.54 666.50
Foreign Exchange Expenditure 19.28 11.30
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their grateful
appreciation for the excellent assistance and co-operation received
from the Shareholders, Financial Institutions, Banks, and Employees,
Distributors, Suppliers and other business associates.
For and on behalf of Board
Place:Mumbai Ramniwas R Dhoot
Date: 10th November, 2010 Chairman
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