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Directors Report of Indo Tech Transformers Ltd.

Mar 31, 2016

Financial results

The company''s revenue from operations for the financial year 2015-16 increased by 19% as compared to financial year 201415.

Brief Financial Highlights with comparison of previous financial year are as follows:

(Rs, in Lakhs)

Particulars

Financial Year ended 31 March 2016

Financial Year ended 31 March 2015

Income

Gross Sales & Other Income

22,318

18,671

Gross Profit/(Loss) before depreciation, interest & tax

938

632

Depreciation

535

518

Profit/(Loss) before tax

402

(374)

Provision for Taxes

--

--

Prior period / Extraordinary items

--

--

Balance of profit of earlier years

(6,582)

(6,208)

Balance available for appropriation

(6,179)

(6,582)

Appropriations

General Reserve

--

--

Dividend

--

--

Tax on Dividend

--

--

Balance carried to Balance Sheet

(6,179)

(6,582)

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014) and the relevant provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India ("SEBI").

Operational performance

Your company''s performance has improved significantly during the financial year as compared to previous financial years primarily on account of steps taken by the management to increase production, improve efficiency and reduce costs. Our focus, during the financial year, was to improve the production and sales of large power transformers. During the financial year, we improved our acceptability in market on account of several short circuit test conducted in the previous financial year. We have successfully delivered multiple quantities of large power transformers during the year. Similarly, for renewable segment we have successfully delivered multiple quantities of skid mounted sub-stations during the year.

We continuously receive support from parent company for improving production of large power transformers. Our focus currently is to improve productivity and consolidating operations. Overall, we expect further improvements by implementing our strategic plans for cost optimization and using specially developed software for transformer designs. Momentum gained during previous year has helped us improve margin in the current year. However price pressure is immense and it is impacting the entire industry. We expect margins to improve marginally in the coming year.

Directors and Key Managerial Personnel

During the financial year Mr. Ricardo Suarez Garza (DIN-07194157), and Mr P V Krishna (DIN- 02459872), has been inducted into the Board as Directors of the Company.

Mr. Luis Carlos (DIN- 05122761), Mr. Arun Kumar Bhalla (DIN-02073637), Mr. Arun Kumar Srivastava (DIN- 00006985) and Mr. Ajay Kumar Dhagat (DIN- 00250792), has stepped down from their Office of Directorships during the financial year and Company places on record their contribution and support during their tenure.

During the financial year, Mr. Shridhar Gokhale has stepped down from his Office of Manager and Mr. Ajay Kumar Sinha appointed as Chief Executive Officer W.e.f 27th May, 2015. Mr. Sanjay Kasture, Company Secretary has resigned from the Company and Mr. Sathyamoorthy A appointed as Company Secretary w.e.f 29th December, 2015.

Mr. V Ranganathan (DIN- 07489345) was appointed as an Additional Director with effect from 12th April 2016 on the Board of your company and now it is proposed to appoint him as Director.

The Board of Directors of the Company as on date of this report is as follows:

Mr. Ricardo Suarez Garza - Chairman

Mr. Indraneel Dutt - Non Executive Director

Mr. M S Srinivasan - Independent Director

Mr. P V Krishna - Independent Director

Ms. Tabassum M Wajid - Independent Director

Mr. V Ranganathan - Additional Director

The Key Managerial Personnel of the Company as on date of

this report is as follows:

Mr. Ajay Kumar Sinha - Chief Executive Officer Mr. Dhiraj Narula - Chief Financial Officer

Mr. Sathyamoorthy A - Company Secretary

Number of Meetings of the Board of Directors

The Board of Directors met Seven (7) times during the financial year on 27th May 2015, 14th August 2015, 9th September 2015, 4th November 2015, 29th December 2015, 20th January

2016 and 10th February 2016.

The provisions of Companies Act, 2013 and listing regulations were adhered to while considering the time gap between two meetings.

Board Committees

During the year, in accordance with the Companies Act, 2013 the Board re-constituted Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee at their meeting held on 27th May 2015. Compositions of the Committees are as follows:

(i) Audit Committee

Mr. M.S Srinivasan, Chairman Mr. Ricardo Suarez Garza, Member Mr. P V Krishna, Member

(ii) Nomination and Remuneration Committee

Mr. P V Krishna, Chairman Mr. M.S Srinivasan. Member Ms. Tabassum M Wajid, Member

(iii) Stakeholders'' Relationship Committee

Mr. Ricardo Suarez Garza, Chairman Mr. Indraneel Dutt, Member Directors'' Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors confirm that;

1) in the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2015-16 and of the Profit & Loss Account of the Company for the year under review;

3) the Directors had 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 preventing and detecting fraud and other irregularities;

4) the Directors had prepared the accounts for the financial year ended 31st March, 2016 on a ''going concern basis'';

5) the Directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively;

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

Board Independence

Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of SEBI (Listing Obligations & Disclosure Requirements) Regulations,201 5 and Section 149(6) of the Companies Act, 2013 :-

1) Mr. M.S Srinivasan

2) Mr. P V Krishna

3) Mrs. Tabassum M Wajid

The company has received a declaration from the Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

Nomination and Remuneration Policy

In terms of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015 policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. This policy shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

As a policy, the non executive directors are paid sitting fees of Rs. 20,000/- per meeting per person for attending the Board and Audit Committee Meetings.

Comments on Auditors'' Report / Secretarial Auditors'' Report

There are no qualifications, reservations or adverse remarks or disclaimers made by BSR & Co. LLP, Statutory Auditors, in their report and by M/s. JDNASSA & Associates, Company Secretaries in Practice, in their secretarial audit report.

There is an observation from Statutory Auditors as well as Secretarial Auditors on delay in transferring the unpaid/ unclaimed dividend amount pertaining to the financial year 2008-09 to the Investors Education and Protection Fund (IEPF) of the Central Government. The delay primarily was on account of technical difficulty in MCA-21 website while generating the challan for remitting the amount. However as on date of this report the said amount has been remitted and there is no unpaid/unclaimed amount which is due for remittance.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The Company has not provided any loans or made any investments covered under section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangements with Related Parties Referred to in Section 188(1) of Companies Act, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure "I".

Dividend

Considering the accumulated losses and the fact of Company''s potential sickness, no dividend has been recommended by the Board of Directors of the Company for financial year 2015-16.

Material Changes and Commitments

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 the financial statements relate and the date of the report.

Board Evaluation

The assessment of performance of Directors is based on their attendance at Board Meetings and Board Committee Meetings, quality of contributions during the meetings, inputs for the strategy and growth of the Company, contributions in giving directions to the management and commitment to the stakeholders.

Particulars of Employees and Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure IV.

Corporate Governance

Your Company is committed to good corporate governance aligned with the best corporate practices. A separate Report on Corporate Governance along with Auditor''s Certificate on Compliance with the conditions of Corporate Governance is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

Auditors

Pursuant to Section 139 of the Companies Act, 2013, M/s B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. - 101248W/W-100022), have been appointed as Statutory Auditors for a period of five (5) years commencing from financial year 2014-15, subject to the ratification by the members at each annual general meeting. A resolution proposing ratification of appointment of M/s B S R & Co. LLP, as Statutory Auditors of the Company for financial year 2016-17, pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice.

Fixed Deposits / Public Deposits

Your Company has not accepted any fixed deposits or Public Deposits covered under chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

Internal Financial Controls

The Company has an adequate system of Internal Financial Controls in place with reference to the financial statements. During the year, Internal Financial Controls were tested and no material weaknesses in the design or operating effectiveness were observed.

Cost Auditors

Pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) and based on the recommendation of the Audit Committee, your Board has approved the appointment of Mr. M J Gopalakrishnan, Cost Accountants, as the Cost Auditor of the Company for the financial year 2016-17.

Secretarial Auditors / Secretarial Audit Report

Pursuant to section 204 of the Companies Act, 2013 the Secretarial Audit for the financial year 2015-16 was conducted by M/s. JDNASSA & Associates and their secretarial audit report is annexed as Annexure II forming part of this report. The Board of Directors has appointed M/s J B Bhave & Co as Secretarial Auditors for the financial year 2016-17 to conduct the Secretarial Audit of the Company.

Vigil Mechanism / Whistle Blower Policy

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report and also posted on the website of the company.

Risk Management Framework

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. Risks identified and the mitigation plans are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has also formulated a Risk Management policy.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 has been given in the annexure III appended hereto and forms part of this report.

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

The information as prescribed under Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is as follows:

A. Conservation of Energy

Your Company is not a power intensive industry and hence the scope for conservation of energy is limited. However the following energy saving measures have been carried out.

a) Your Company has 2 wind mills in Tirunelveli, Tamil Nadu. The Company is adjusting the units generated against consumption at factories. This has reduced per unit energy cost to the company.

b) Your Company conducted a study of power consumption of Vapour Phase Drying plant to improve efficiency by reducing vacuum leakages. Subsequent actions have reduced load on vacuum pump thus saving energy.

During the year your Company took several measures for reducing the power and fuel cost including DG utilization and was able to reduce the power and fuel cost significantly.

B. Technology Absorption Research & Development:

Skid Mounted Substation:

Skid mounted substations were developed for wind mills in the previous year which were provided with transformer integrated with HV side protection gear complete with breaker and panel. The complete unit comprised of transformer, HV bushings to breaker panel bus-duct, HV breaker & panel, LV side cable box connections. All components were designed to be assembled on single skid and transported to customer premises a single unit. The entire assembly was reinforced at critical points to bear transportation loads. The transformer was sent with radiator/conservator mounted and completely oil filled to avoid any mounting and oil filtration at site.

The skid mounted substation resulted in great savings for customer in terms of erection time and the space needed when compared with conventional DP yard substations. The savings in space was estimated to be close to 50% and the erection time crashed by 60%.

Sealed Dry Type Transformers:

Sealed tank dry type transformers were developed for city distribution in Kolkata. The tanks were sealed from outside and provided with corrugations to dissipate the heat generated and keep the temperature rise in check despite no air circulation.

The transformer was designed with varnish impregnated technology with use of nomex insulation on winding conductors for higher thermal withstand capabilities. The transformer was extensively tested for all routine and type tests including short circuit testing. The transformer for short circuit was selected randomly and tested at independent laboratory.

C. Foreign Exchange Earnings and outgo

During the financial year under review, there the foreign exchange earning of the Company was '' 2,81,23,000 and outgo was Rs, 9,23,206.

Subsidiary Companies

As at 31st March, 2016, there are no subsidiary companies.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee ("ICC") has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

During the financial year 2015-16, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Potential Sickness

As per the audited financial statements of the Company for the year ended 31st March 2016, the accumulated losses as on that date have resulted in erosion of 50% or more of the peak net worth of the Company in the immediately preceding four financial years and accordingly the Company continues to be a Potentially Sick Industrial Company within the meaning of section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985 and has already intimated to the Board for Industrial Financial Reconstruction (BIFR).

Financial Highlights

FINANCIAL HIGHLIGHTS

2015-16

2014-15

2013-14

2012-13

2011-12

2010-11

2009-10

2008-09

Gross Sales & Other Income

22,318

18,671

11,400

12,495

12,596

12,416

11,020

24,157

Net Sales & Other Income

20,263

17,366

10,430

11,554

11,572

11,428

10,249

21,100

Earnings before Depreciation, Interest and Tax (EBDIT)

937

632

-529

-3,857

-3,218

-1,861

-533

6,593

Depreciation

535

518

299

504

412

380

387

392

Profit After Tax

402

-374

-1,880

-5,018

-3,998

-2,274

-839

3,897

Equity Dividend %

--

--

--

--

--

--

--

124

Dividend Payout

--

--

--

--

--

--

--

1,317

Equity Share Capital

1,062

1,062

1,062

1,062

1,062

1,062

1,062

1,062

Reserves and Surplus

14,425

14,023

-450

1,430

6,447

10,446

12,735

13,574

Net Worth

15,487

15,085

612

2,492

7,509

11,508

13,797

14,636

Gross Fixed Assets

10,106

10,003

9,888

9,902

9,822

9,945

9,381

9,501

Net Fixed Assets

6,215

6,635

7,047

7,309

7,667

8,130

7,940

8,212

Total Assets

21,269

20,659

18,270

17,684

17,599

15,923

14,885

16,632

KEY INDICATORS

2015-16

2014-15

2013-14

2012-13

2011-12

2010-11

2009-10

2008-09

Earnings per Share - Rs,

3.79

-3.52

-17.7

-47.25

-37.65

-21.42

-7.9

36.69

Turnover per share - Rs,

210.16

175.82

107.35

117.65

118.71

116.91

103.79

227.47

Book value per share - Rs,

145.83

142.04

5.76

23.46

70.72

108.36

129.92

137.81

Debt : Equity Ratio

1.15:1

1.15:1

20.62:1

3.27:1

0.71:1

0.09:1

0.07:1

0.10:1

EBDIT / Gross Turnover %

4%

3%

-5%

-32%

-26%

-15%

-5%

27%

Net Profit Margin %

2%

-2%

-19%

-42%

-32%

-18%

-8%

18%

RONW %

3%

-61%

-75%

-67%

-35%

-16%

-6%

27%

ROCE %

3%

1%

-57%

-64%

-33%

-15%

-6%

35%

Acknowledgements

Your Directors express their appreciation of the continued cooperation of Governments and Government agencies, bankers, customers, suppliers and also the valuable assistance and guidance received from Xignux, Prolec GE and all the shareholders. Your Directors also wish to thank all employees for their contribution, support and continued cooperation during the financial year and are deeply grateful to the shareholders of the Company for the confidence and faith.

For and on behalf of the Board of Directors

Ricardo Garza Suarez Indraneel Dutt

Chairman Director

DIN:07194157 DIN: 01942447


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 23rd Annual Report of the Company along with the Audited Statement of Accounts and the Auditor''s Report for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The company''s revenue from the operations for the FY 2014- 15 increased on an annualised basis by 38% as compared to FY 2013-14.

Brief Financial Highlights with comparison of previous year are as follows:

(Rupees in Lakhs) Particulars FY 2014-15 FY 2013-14 (12 Months) (9 Months)

INCOME

Gross Sales & Other Income 18,671 11,455

Gross Profit/(Loss) before 632 (529) depreciation, interest & tax

Depreciation 518 299

Profit/(Loss) before tax (374) (1,880)

Provision for Taxes -- --

Prior period / Extraordinary items -- --

Balance of profit of earlier years (6,208) (4,328)

Balance available for appropriation (6,582) (6,208)

APPROPRIATIONS_

General Reserve -- --

Dividend -- --

Tax on Dividend -- --

Balance carried to Balance Sheet (6,582) (6,208)

* The Company had extended its financial year 2012-13 tor a period of 15 months of accordingly the figures for the previous financial year i.e 2013-14 is for a period of 9 months ended on 31st March, 2014 and hence not comparable with current financial year''s (i.e. 31st March, 2015) figures.

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under Section 133 of the Companies Act, 2013 in terms of Rule 7 of The Companies (Accounts) Rules, 2014) and the relevant provisions of the Companies Act, 2013, as applicable and guidelines issued by the Securities and Exchange Board of India ("SEBI").

DIVIDEND

No Dividend has been recommended by the Board of Directors of the Company for Financial Year 2014-15. However, the register of members and share transfer books will remain closed from 7th August, 2015 to 14th August, 2015 both days inclusive. OPERATIONAL PERFORMANCE

Your company''s performance was better than the previous year as steps were taken to cut costs and also improve order book. We had many challenges for increasing production and we were able to increase revenue. Our focus was on large power transformers during the financial year 2014-15. To improve our acceptability in market we conducted several short circuit tests successfully. We now have large range starting from 11kV/ 100 KVA to 220 kV/100 MVA transformer short circuit tested . Similarly for renewable segment we have delivered transformer and switch gear mounted on skid.

To successfully test so many transformers we received continous support from Prolec GE where they deputed people to train our work force and helped us in achieving high standards of quality. Our focus is to improve productivity and consolidation of activities. One step has already been taken at Thirumazhisai, Chennai site where two sheds have been merged to one thus optimizing costs and also shift some personnel to Kancheepuram site thus optimizing worker utlisation. Overall, we expect further improvements by implementing our strategic plans for cost optimization and using specially developed software for transformer designs. Momentum gained this year will help us. However price pressure is immense and is impacting not only us but the industry as a whole is cash starved. Our margins need to improve, which however is contingent upon financial health of state power utilities who are the single largest customer for this product.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Manuel Hernandez Bravo, after a stint of 3 years, has returned to the parent company i.e. Prolec GE and has stepped down during the financial year. Mr. Indraneel Dutt has been inducted on Board w.e.f 5th August, 2014. Also, Ms. Tabassum M Wajid was appointed as Additional Director w.e.f 25th March, 2015. The key managerial personnel of the Company as of 31st March, 2015, are as follows:

1. Mr. Shridhar Gokhale - Manager

2. Mr. Dhiraj Narula - Chief Financial Officer

3. Mr. Sanjay Kasture - Company Secretary

For further details, please refer report on Corporate Governance

forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act,

2013, your Directors confirm that;

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

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the Profit & Loss Account of the Company for the year under review;

3) the Directors had 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 preventing and detecting fraud and other irregularities;

4) the Directors had prepared the accounts for the financial year ended 31st March, 2015 on a ''going concern'' basis;

5) the Directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and were operating effectively;

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

BOARD INDEPENDENCE

Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013 :-

1) Mr. M.S Srinivasan

2) Mr. Arun Kumar Bhalla

3) Mr. Arun Kumar Srivastava

4) Ms. Tabassum M Wajid*

The company has received a declaration from the Independent Director(s) that he/she meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

* The appointment of Ms. Tabassum M Wajid as an Independent Director is proposed and included in the Notice of Annual General Meeting.

BOARD COMMITTEES

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

Audit Committee

Nomination and Remuneration Committee Stakeholders'' Relationship Committee

All the recommendations made by the Audit Committee were accepted by the Board.

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

BOARD EVALUATION

The assessment of performance of Directors is based on the attendance in the Board Meeting and Board Committee Meetings, quality of contributions during the meetings, inputs for the strategy and growth of the Company, contributions in giving directions to the management and commitment to the stakeholders.

TRAINING OF INDEPENDENT DIRECTORS

The Company familiarizes the existing and new Independent Directors on the Company''s business model, industry trends, business environment, performance, business plans and strategy at a regular intervals wherein the key managerial personnel make presentations to the Independent Directors. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) & Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as Annexure IV to the Directors'' Report.

REMUNERATION POLICY

In terms of Section 178 of the Companies Act, 2013 and the Listing Agreement, entered into by the Company with Stock Exchanges, as amended from time to time, the policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company has been formulated by the Nomination and Remuneration Committee of the Company and approved by the Board of Directors. This policy shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

As a policy, the non executive directors are paid sitting fees for attending the Board and Audit Committee Meetings. Sitting fees for the Board and Audit Committee Meetings is Rs 20,000/- per person per meeting.

The remuneration payable to Manager and Senior Management Personnel including Key Managerial Personnel (KMPs) are structured as fixed, variable components and perquisites.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices.

A separate Report on Corporate Governance along with Auditor''s Certificate on Compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. - 101248W/W-100022), have been appointed as Statutory Auditors for a period of five (5) years commencing from financial year 2014-15, subject to the ratification by the members at each annual general meeting. A resolution proposing ratification of appointment of M/s B S R & Co. LLP, as Statutory Auditors of the Company for financial year 2015-16, pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice of Annual General Meeting.

COMMENTS ON AUDITORS'' REPORT / SECRETARIAL AUDITORS'' REPORT

There are no qualifications or reservations made by B S R & Co. LLP, Statutory Auditors, in their report and by M/s. JDNASSA & Associates, Company Secretary in Practice, in their secretarial audit report.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. issued by the regulatory bodies, except that there was a delay in transferring the unpaid / unclaimed dividend for the year 2006-07 to the Investor Education and Protection Fund Account (IEPF) of the Central Government owing to some technical issues and the same has been reported by the Statutory auditors and secretarial auditors as an observation in their respective report.

On "Emphasis of matter" reported in the Statutory Auditors'' report, the Company believes that it would be able to meet its financial requirements and no adjustments would be required in respect of the carrying value of assets/liabilities.

FIXED DEPOSITS / PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits or Public Deposits covered under chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

INTERNAL AUDIT

The Company has appointed Internal Auditor. The scope and authority of the Internal Auditor is as per the terms of reference approved by the Audit Committee . To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board & to the Chairman & Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no significant observations were made.

COST AUDITORS

Pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) and based on the recommendation of the Audit Committee, your Board has, subject to the approval of the Central Government, approved the appointment of Mr M J Gopalakrishnan., Cost Accountants, as the Cost Auditor of the Company for the financial year 2015-16.

SECRETARIAL AUDIORS / SECRETARIAL AUDIT REPORT Pursuant to section 204 of the Companies Act, 2013 the Secretarial Audit for the financial year 2014-15 was conducted by M/s. JDNASSA & Associates and their secretarial audit report is annexed as Annexure I forming part of this report. The Board of Directors have appointed M/s. JDNASSA & Associates as Secretarial Auditors for the financial year 2015-16 to conduct the Secretarial Audit of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not provided any loans, guarantees or made any investments covered under section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO IN SECTION 188(1) OF COMPANIES ACT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, as prescribed in Form AOC - 2 , is appended as Annexure "II". VIGIL MECHANISM / WHISTLE BLOWER POLICY The Company has established a vigil mechanism / whistle blower policy for Directors and employees to report their genuine concerns. The whistle blower policy is also uploaded on company''s website.

RISK MANAGEMENT FRAMEWORK

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company. Risks identified and the mitigation plans are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has also formulated a Risk Management policy.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure "III" forming part of this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The information as prescribed under Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is as follows :

A. CONSERVATION OF ENERGY

Your Company is not a power intensive industry and hence the scope for conservation of energy is not significant. However the following energy saving measures have been carried out:

a) Company has 2 wind mills in Thirunelveli, Tamil Nadu. Company has obtained permission from Tamil Nadu Electricity Board (TNEB) for adjustment of generated units against consumption of units at Kancheepuram plant also. This has substantially reduced per unit energy cost for the company.

b) In Thirumazhisai plant (Chennai) operations running in 2 sheds were merged in one shed. This has reduced energy consumption.

c) Kancheepuram factory was using 721 KVA Diesel generator set for all sizes of loads. This capacity is required for peak load during testing of large power transformers. Company has installed lower capacity generator of 380 KVA which is of optimum size for normal load. Big size generator is now used for peak load requirement. This has reduced diesel consumption per unit generated.

d) Audit was conducted with the support of industry experts of Vapour Phase Drying plant to improve efficiency by reducing vacuum leakages. Subsequent actions have reduced load on vacuum pump thus saving energy.

B. TECHNOLOGY ABSORPTION Research & Development:

Skid Mounted Substation:

Skid mounted substations were developed for wind mills in the previous year which were provided with transformer integrated with HV side protection gear complete with breaker and panel. The complete unit comprised of transformer, HV bushings to breaker panel bus-duct, HV breaker & panel, LV side cable box connections. All components were designed to be assembled on single skid and transported to customer premises as a single unit. The entire assembly was reinforced at critical points to bear transportation loads. The transformer was sent with radiator/conservator mounted and completely oil filled to avoid any mounting and oil filtration at site.

The skid mounted substation resulted in great savings for customer in terms of erection time and the space needed when compared with conventional DP yard substations. The savings in space was estimated to be close to 50% and the erection time crashed by 60%.

Sealed Dry Type Transformers:

Sealed tank dry type transformers were developed for city distribution in Kolkata. The tanks were sealed from outside and provided with corrugations to dissipate the heat generated and keep the temperature rise in check despite no air circulation.

The transformer was designed with varnish impregnated technology with use of nomex insulation on winding conductors for higher thermal withstand capabilities. The transformer was extensively tested for all routine and type tests including short circuit testing. The transformer for short circuit was selected randomly and tested at independent laboratory.

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURES (JVs )

As at 31st March, 2015, there are no subsidiaries/associates/JV companies of Indo Tech Transformers Limited.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Our Company is committed to providing work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to creating a healthy working environment that enables employees to work without fear of prejudice, gender bias and sexual harassment. A Committee has been constituted by the Management to consider and redress complaints of Sexual Harassment. Policy on Sexual Harassment of employees at workplace or other places involving employees of the Company has been modified during the financial year 2014-15.

During the financial year 2014-15, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Even though the provisions relating to the Corporate Social Responsibility (CSR) are not applicable to the Company, the approach towards CSR is holistic and integrated with the core business strategy of the Company for addressing social and environmental impacts of business. The Company is committed to undertake the CSR activities to address the well-being of all stakeholders and not just the company''s shareholders.

POTENTIAL SICKNESS

As per the audited financial statements of the Company for the year ended 31st March 2015, the accumulated losses as on that date have resulted in erosion of 50% or more of the peak net worth of the Company in the immediately preceding four financial years and accordingly the Company continues to be a Potentially Sick Industrial Company within the meaning of section 23 of the Sick Industrial Companies (Special Provisions) Act, 1985 and has already intimated to the Board for Industrial Financial Reconstruction (BIFR).

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the continued cooperation of Governments and Government agencies, bankers, customers, suppliers and also the valuable assistance and guidance received from Xignux, General Electric Company and Prolec-GE and all the shareholders. Your Directors also wish to thank all employees for their contribution, support and continued cooperation during the year.

For and on behalf of the Board of Directors of Indo Tech Transformers Limited

Ricardo Suarez Garza Ajay Dhagat Chairman Director

Chennai, India 27 May 2015


Mar 31, 2014

Dear Members,

The Directors present the 22nd Annual Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditor''s Report for the financial year (9 months period) ended 31st March, 2014.

FINANCIAL RESULTS

The Company had extended its financial year 2012- 13 for a period of 15 months and accordingly the figures for the current period under review is for a period of 9 months ended on March 31, 2014 and hence not comparable with last year''s figures.

Your Company has recorded a loss of Rs. 1,880 lakhs for the year.

Brief Financial Highlights with comparison of previous year are as follows:

(Rupees in Lakhs)

Year ended Year ended Particulars 31st March 30th June 2014 2013

INCOME 9 Months 15 Months

Gross Sales & Other Income 11,400.38 12,494.95

Gross Profit/(Loss) before (1,581.48) (4,514.21) depreciation & tax

Depreciation 298.55 503.53

Profit/(Loss) before tax (1,880.03) (5,017.74)

Provision for Taxes -- --

Prior period/Extraordinary -- -- items

Balance of profit of earlier (4,327.51) 690.24 years

Balance available for (6,207.55) (4,327.51) appropriation

APPROPRIATIONS

General Reserve -- --

Dividend -- --

Tax on Dividend -- --

Balance carried to Balance (6,207.55) (4,327.51) Sheet

No Dividend has been recommended by the Board of Directors of the Company for Financial Year 2013-14 (9 Months). However, the register of members and share transfer books will remain closed from 28th July 2014 to 5th August 2014 both days inclusive.

EXTENSION OF PERIOD OF FINANCIAL YEAR AND ANNUAL GENERAL MEETING

The members are appraised that the previous financial year of your Company was extended by 3 months and therefore, the financial year for year 2012-13 ended on 30th June, 2013. Consequently the current year Financial Statements are for nine months period.

OPERATIONS AND PERFORMANCE

In the year under review, though margin pressures have increased, the enquiry levels have started picking up during the current financial year as indicated by improved order backlog of Rs. 203 crores. Also, increase in large power transformers'' share should improve our performance in the coming year.

Your company''s acceptability has also improved in market as our value story of compliant transformers was received well by the customers. Our observation is that customers are aware of non-compliance and are eager to change as some customers have modified their specifications post our technical presentations but still, unfortunately, some in industry continue to find ways to quote unviable prices and supply non-compliant transformers.

GE''s presence in wind segment should help us in coming years and we have also been successful in getting multiple quantity orders in wind segments. Exports were impacted due to slowdown in our export markets but we expect improvements as we can see higher enquiry levels in Bangladesh market.

Since industry suffered during the last 3 years, in order to cut losses, we expect some capacity reduction to take place along with some improvement in price level that should help us to increase prices by 1-2%.

Your company''s performance was better than previous years as we have been able to cut down on our losses. We have also initiated lot of cost reduction measures through which we have reduced our staff (12%), transportation cost (31%) and power and fuel costs (24%). Your company has also released significant old inventory from the books and also pursued customers with long pending dues that has resulted in releasing cash into the business.

Overall, we expect improvements in current year compared to earlier years. Our continued focus on large power transformers and more industry orders should help us to improve performance in the current year. We are also focusing on improving our internal efficiency like cash cycle, labor productivity and cycle time.

DIRECTORS

The appointment/re-appointment of Directors forms part of Notice of the forthcoming 22nd Annual General Meeting and the respective resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement are attached to the Notice of the 22nd Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors confirm that;

1) in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) the Directors had selected such accounting policies and applied them consistently and made judgements 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 2013-14 and of the Profit & Loss Account of the Company for the year under review;

3) the Directors had 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 preventing and detecting fraud and other irregularities;

4) the Directors had prepared the accounts for the financial year (nine months period) ended 31st March, 2014 on a ''going concern basis''.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices.

A separate Report on Corporate Governance along with Auditor''s Certificate on Compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

AUDITORS

M/s B S R & Co. Chartered Accountants, the retiring Auditors, have expressed their willingness to be reappointed.

FIXED DEPOSITS

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet

COST AUDITORS

Pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) and based on the recommendation of the Audit Committee, your Board has, subject to the approval of the

Central Government, approved the appointment of Mr M J Gopalakrishnan., Cost Accountants, as the Cost Auditor of the Company for the financial year 2014-15. Your Company has filed application with the Central Government for necessary approval in this connection.

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

The information as prescribed under Section 134 of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure [Annexure "I"], which forms a part of this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Sec. 134 of the Companies Act 2013, read with Companies (Particulars of Employees) Rules 1975, as amended forms part of this Report. However, as per the provisions of Sec. 136 of the Companies Act 2013, this Report and Accounts are being sent to all the members of the company excluding the Statement of Particulars of Employees under Sec. 134 of the Companies Act 2013. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the continued cooperation of Governments and Government agencies, bankers, customers, suppliers and also the valuable assistance and guidance received from Xignux, General Electric Company and Prolec-GE and all the shareholders. Your Directors also wish to thank all employees for their contribution, support and continued cooperation during the year.

For and on behalf of the Board of Directors

INDO TECH TRANSFORMERS LIMITED

Luis Carlos Silveyra Manuel Hernandez Bravo

Chairman Whole time Director

Chennai, 30 May 2014


Jun 30, 2013

The Directors present the 21st Annual Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditor''s Report for the financial year (1 5 months period) ended 30th June, 2013.

FINANCIAL RESULTS

The Company has extended its financial year 2012- 13 and accordingly the figures for the period under review is for a period of 15 months ended on June 30, 2013 and hence not comparable with last year''s figures.

Your Company has recorded a loss of Rs. 5,01 7.74 lakhs for the year.

Brief Financial Highlights with comparison of previous year are as follows:

(Rupees in Lakhs)

Year ended Year ended Particulars 30th June 31st March 2013 2012

INCOME

Cross Sales & Other Income 12,494.95 12,596.35

Gross ProfitALoss) before (4,514.21) (3,586.65) depreciation & tax

Depreciation 503.53 411.72

Profit/(Loss) before tax (5,017.74) (3,998.37)

Provision for Taxes Prior period / Extraordinary items

Balance of profit of earlier 690.24 4,688.60 years

Balance available for (4,327.51) 690.24 appropriation

APPROPRIATIONS

General Reserve

Dividend

Tax on Dividend

Balance carried to Balance (4,327.51) 690.24 Sheet

No Dividend has been recommended by the Board of Directors of the Company for Extended Financial Year 201 2-1 3. However, the register of members and share transfer books will remain closed from 28,h October 201 3 to 5,h November 201 3 both days inclusive.

EXTENSION OF PERIOD OF FINANCIAL YEAR AND ANNUAL GENERAL MEETING

The members are appraised that the financial year of your Company was extended by 3 months and therefore, the Financial Year for the current year ended on 30th June, 2013. The extension was carried out to explore various options for infusing funds and improving the liquidity position of the Company.

Consequent to the aforesaid extension of Financial year, the last date for holding the Annual General Meeting for the FY 2012- 13 is also extended to 9th November, 2013.

OPERATIONS AND PERFORMANCE

In the year under review, lower demand and relative over-capacity in the industry have fueled the margin pressures for the company and this trend is expected to continue well into the next year. The enquiry levels have remained low driven by slow decision making throughout the year. The company found it difficult to sustain volume due to low price realization in the market place. Inspite of adverse market conditions, we made a significant breakthrough in one of the major power producers with an order for Rs. 1 7 Crores.

Your company has taken steps to enhance its presence in the global market and during the year under review, the value of export orders received was Rs. 19 Crores and the current total order backlog stands at Rs. 116 Crores. Domestic orders were with better contributions as compared to earlier years. However desired volumes were not achieved.

Given the external factors, it becomes imperative for us to be even more conscious about our internal cost structures and expenditures. The company has initiated several cost saving initiatives during the year and will maintain the rigor in the future. While we are working to make the best use of the current market situation, we continue to evaluate options and build organizational and cross-functional capabilities for the future.

Your company''s performance for the year was impacted significantly due to site readiness and customer project delays resulting in lower production and capacity utilization. Working capital pressures continued during the year resulting in the higher borrowings and greater interest burden. In addition, increased input costs coupled with more firm priced contracts and higher fixed costs resulted in loss for the year under review. Results were also impacted badly due to costs incurred in repairing transit damages to consignments to Australia.

Your Company feels that outlook will continue to remain sluggish, although some improvements are expected due to reduced costs and better realisations, however volumes are expected to remain a challenge.

DIRECTORS

Mr Ajay Dhagat, has been inducted into the Board and his tenure expires in the 21s'' Annual General Meeting in terms of the provisions of the Companies Act 1956 and needs to be re-elected in that meeting- Mr. Manuel Hernandez Bravo, has been inducted into the Board and his tenure expires in the 21"'' Annual General Meeting and needs to be re-elected in that meeting.

At the 21s'' Annual General Meeting, Mr M S Srinivasan retires by rotation and being eligible offers himself for re-appointment.

Mr Jorge Lozano and Mr Banmali Agrawala, Directors have resigned from the Board. The directors would like to place on record the services rendered by Mr Jorge Lozano and Mr Banmali Agrawala during their tenure as directors.

The above appointment/re-appointment forms part of Notidebf the forthcoming 21st Annual General Meeting and the respective resolutions are recommended for your approval.

Profiles of these Directors as required by Clause 49 of the Listing Agreement are attached to the Notice of the 21st Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that;

1) in the preparation of the annual accounts for the financial year ended 30th June, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2012-13 and of the Profit & Loss Account of the Company for the year under review;

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

4) the Directors had prepared the accounts for the financial year (fifteen months period) ended 30,h June, 2013 on a ''going concern basis''.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices.

A separate Report on Corporate Governance along with Auditor''s Certificate on Compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

AUDITORS

M/s B S R and Co, Chartered Accountants, the retiring Auditors, have expressed their willingness to be reappointed.

FIXED DEPOSITS

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet

COST AUDITORS

Pursuant to the notification issued by the Ministry of Corporate Affairs (MCA) and based on the recommendation of the Audit Committee, your Board has, subject to the approval of the Central Government, approved the appointment of Mr M J Gopalakrishnan., Cost Accountants, as the Cost Auditor of the Company for the financial year 2013-14. Your Company has filed application with the Central Government for necessary approval in this connection.

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

The information as prescribed under Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure [Annexure "I"], which forms a part of this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of sec. 21 7(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended forms part of this Report. However, as per the provisions of sec. 219(1 )(b)(iv) of the Companies Act 1956, this Report and Accounts are being sent to all the members of the company excluding the Statement of Particulars of Employees under sec. 217(2A) of the Companies Act 1956. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

POTENTIAL SICKNESS

The financial position as reflected in its annual accounts for the financial year ended on 30th June 2013 makes the Company fall within the ambit of the provisions of section 23 of SICA i.e. the peak net worth of the Company during the four financial year immediately preceding the financial year ended on 30th June 2013, i.e. from F.Y. 2008-09 to F.Y. 2011-12 amounting to Rs. 145.27 Crores (net worth as on 31.03.2009) has been reduced to Rs.24.92 Crore as on 30th June 2013 i.e. it has eroded by more than 50%, due to the losses suffered by the Company during the relevant period.. The Company is in process of reporting the fact of erosion of net worth to the Board for Industrial and Financial Reconstruction (BIFR) in accordance with the provisions of Section 23(1) of the Sick Industrial Companies (Special Provisions) Act, 1985 and complying with the provisions of section 23 (1) of SICA. Hence, a Special Resolution has been incorporated in the Notice convening the Extraordinary General Meeting for noting by the Members of the Company.

DELISTING

The Company had opted for delisting during the financial year ended 30th June, 2013. However the delisting process was unsuccessful as the proposal was under subscribed by the shareholders.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the continued cooperation of Governments and Government agencies, bankers, customers, suppliers and also the valuable assistance and guidance received from Xignux, General Electric Company and Prolec-GE and all the''shareholders. Your Directors also wish to thank all employees for their contribution, support and continued cooperation during the year. For and on behalf of the Board of Directors

INDO TECH TRANSFORMERS LIMITED

Luis Carlos Silveyra Manuel Hernandez Bravo Chairman Whole time Director

Chennai, 14 August 2013


Mar 31, 2012

The Directors present the 20th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditor's Report for the financial year ended 31st March, 2012.

FINANCIAL RESULTS (Rupees in Lakhs)

Year ended Year ended March 31, 2012 March 31, 2011

INCOME

Gross Sales & Other Income 12,607.20 12,416.75 Gross Profit/ (Loss) before depreciation & tax (3,586.64) (2,012.35)

Depreciation 411.72 379.98 Profit/(Loss) before tax (3,998.36) (2,392.33)

Provision for taxes - (102.92)

Prior period / Extra ordinary items - (0.18)

Balance of profit of earlier years 4,688.60 6,978.19

Balance available for appropriation 690.24 4,688.60

APPROPRIATIONS

General Reserve - -

Dividend - -

Tax on Dividend - -

Balance carried to Balance Sheet 690.24 4,688.60

OPERATIONS AND PERFORMANCE

In the year under review, your Company continued to face stiff challenges in getting orders due to competition and price pressures. In addition, sluggish climate for new investment led to delay in new projects resulting in low availability of orders. However, your Company was successful in getting order for 180MVA transformer to be delivered in June 2012, which is significant one and would enhance the technical capability of the Company to receive such orders in future.

Your Company has taken steps to enhance its presence globally through its marketing network and during the year under review value of export orders received was Rs. 29 crores and the current total order backlog stands at Rs. 114 crores.

Your Company's performance for the year was impacted significantly due to customers' project delays and site readiness, resulting in low production. In addition, increase in input cost coupled with firm price contracts and higher fixed costs, resulted in loss for the year under review.

DIRECTORS

Mr Luis Carols Silveyra, has been inducted into the Board and his tenure expires in the 20th Annual General Meeting in terms of the provisions of the Companies Act 1956. Mr Luis Carlos Sivelyra, has been nominated as Chairman of the Board.

Mr Jorge Sepulveda and Mr Kishore Jayaraman, Directors have resigned from the Board. The Directors would like to place on record the services rendered by Mr Jorge Sepulveda and Mr Kishore Jayaraman during their tenure as Directors.

Mr Banmali Agrawala, has been inducted into the Board and his tenure expires in the 20th Annual General Meeting and needs to be re-elected in that meeting.

At the 20th Annual General Meeting, Mr Arun Bhalla retires by rotation and being eligible offers himself for re-appointment.

The above appointment/re-appointment forms part of Notice of the forthcoming 20th Annual General Meeting and the respective resolutions are recommended for your approval.

Profiles of these Directors as required by Clause 49 of the Listing Agreement are attached to the Notice of the 20th Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that;

1) in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2011-12 and of the Profit & Loss Account of the Company for the year under review;

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

4) the Directors had prepared the accounts for the financial year ended 31st March 2012 on a 'going concern basis'.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices.

A separate Report on Corporate Governance along with Auditor's Certificate on Compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

AUDITORS

M/s B S R and Co, Chartered Accountants, the retiring Auditors, have expressed their willingness to be reappointed.

FIXED DEPOSITS

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

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

The information as prescribed under Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules,

1988, is given in a separate annexure (Annexure "I"), which forms a part of this Report.

PARTICULARS OF EMPLOYEES

There are no employees earning remuneration in excess of the limits prescribed under provisions of Sec. 217(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the continued cooperation of Governments and Government agencies, bankers, customers, suppliers and also the valuable assistance and guidance received from Xignux, General Electric Company and Prolec-GE and all the shareholders. Your Directors also wish to thank all employees for their contribution, support and continued cooperation during the year.

For and on behalf of the Board of Directors

INDO TECH TRANSFORMERS LIMITED

Luis Carlos Silveyra Jorge Lozano

Chairman Director

Place: Chennai

Date : May 14,2012


Mar 31, 2011

The Directors present the 19th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors Report for the financial year ended 31st March, 2011.

FINANCIAL RESULTS (Rupees in Lakhs)

Year ended Year ended March 31,2011 March 31,2010

INCOME

Cross Sales & Other Income 12,396.45 11,019.94

Cross Profit/ (Loss) before

depreciation & tax (2,012.35) (766.65)

Depreciation 379.98 386.53

Profit/(Loss) before tax (2,392.33) (1,153.18)

Provision for taxes (102.92) (314.49)

Prior period / Extra ordinary items (0.18)

Balance ol profit of earlier years 6,978.19 7,816.88

Balance available for appropriation 4,688.60 6,978.19

APPROPRIATIONS

General Reserve

Dividend

Tax on Dividend

Balance carried to Balance Sheet 4,688.60 6,978.19

OPERATIONS AND PERFORMANCE

In the year under review, your Company faced stiff challenges in getting orders due to competition. Additionally, excess capacity created in the last few years resulted in significant pricing pressures. However, your Company was successful in getting noteworthy orders from private power producers including an order for a 400kV transformer, first in the history of your Company in addition to receiving large orders for dry type transformers. As a result, the current order backlog stands at Rs.132 crores.

Your Companys performance for the year was impacted significantly due to low production levels primarily due to customers project delays and site readiness. In addition, delays in funding of customer projects resulted in postponement of deliveries. Your Company is gearing up for growth and consequently is incurring higher fixed costs, resulting in loss tor the year under review.

Your company has taken several steps to improve product quality and reduce material content ensuring compliant designs resulting in better performance of the transformer. Your Directors expect that the change in the brand of the product to PROLEC-GE will enable better product recognition and acceptance which will result in additional orders.

DIRECTORS

At the 19th Annual General Meeting, Mr Arun Srivastava and Mr M S Srinivasan retire by rotation and being eligible offers themselves for re-appointment.

The above re-appointments form part of Notice of the forthcoming 19th Annual General Meeting and the respective resolutions are recommended for your approval.

Profiles of these Directors as required by Clause 49 of the Listing Agreement are attached in the Notice of the 19th Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

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

1) in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures;

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2010-11 and of the Profit & Loss Account of the Company for the year under review;

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

4) the Directors had prepared the accounts for the financial year ended 31st March 2011 on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices.

A separate Report on Corporate Governance along with Auditors Certificate on Compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is provided as part of this Annual Report, besides the Management Discussion and Analysis.

AUDITORS

M/s B S R and Co, Chartered Accountants, the retiring Auditors, have expressed their willingness to be reappointed.

FIXED DEPOSITS

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

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

The information as prescribed under Section 21 7 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure [Annexure "I"], which forms part of this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of sec. 21 7(2A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended forms part of this Report. However, as per the provisions of sec. 219(1)(b)(iv) of

the Companies Act 1956, this Report and Accounts are being sent to all the members of the company excluding the Statement of Particulars of Employees under sec. 21 7(2A) of the Companies Act 1956. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the continued cooperation of Governments and Government agencies, bankers, customers, suppliers and also the valuable assistance and guidance received from Xignux, General Electric Company and Prolec-GE and all the shareholders. Your Directors also wish to thank all employees for their contribution, support and continued cooperation during the year.

For and on behalf of the Board of Directors INDO TECH TRANSFORMERS LIMITED

Jorge Lozano Jorge Sepulveda Chairman Director

Place: Chennai Date : May 13, 2011


Mar 31, 2010

The Directors present the 18th Annual Report on the business and operations of your Company together with the Audited Statement of Accounts and the Auditors Report for the financial year ended 31st March, 2010.

FINANCIAL RESULTS (Rupees in Lakhs)

Year ended Year ended March 31,2010 March 31,2009

INCOME

Cross Sales & Other Income 11,181.65 24,157.17

Gross Profit/ (Loss) before deprec iation & tax (766.65) 6,312.37

Depreciation 386.53 391.71

Profit/(Loss) before tax (1,153.18) 5,920.66

Provision for tax inc.

deferred tax and FBT (350.13) 2,023.58

Income tax of earlier year 0.36 --

Balance of profit of earlier years 7,816.88 5,960.79

Balance available for appropriation 6,978.19 9,857.59

APPROPRIATIONS

General Reserve - 500.00

Dividend - 1,316.91

Tax on Dividend - 223.80

Balance carried to Balance Sheet 6,978.19 7,816.87

OPERATIONS AND PERFORMANCE

The year under review has been a challenging year for your Company. The cumulative effect of postponement of customer projects, cost increases, pricing pressures had a negative impact on the financials of your Company. Further, your Company was impacted by the lower order intake from Tamil Nadu Electricity Board partly due to your Company being classified as a Medium Scale Industry.

The current order backlog is Rs.95 crores. During the year, your Company was successful in securing orders for 160MVA transformers as well as concluding a rate contract with a leading T&D projects company for supply of transformers for its various projects over a two year period.

The qualifications made by the Auditors for the year ended 31st March 2009 have been resolved as below:

Sl No Qualification Action Taken

1 Confirmation from During the year, the Customers and company has sent Vendors. confirmation of balance requests (responses directly to statutory auditors) to all customers and vendors as on 31-Dec-09andhas received responses which are under reconciliation.

2 Properties not The matter is under registered in the correspondence with Companys name. SIDCO and discussions are ongoing. The Company is confident of a early resolution

3 Demand from J DJ FT The Company has taken for non compliance up the matter with JDGFT of export obligations. and is awaiting response from JDGFT

4 Signing of Accounts No action by Managing Director u/s215 of the Companies Act.

DIRECTORS

At the 18th Annual General Meeting Mr. Kishore Jayarman and Mr. Arun Bhalla retire by rotation and being eligible offer themselves for re-appointment.

The above re-appointments form part of Notice of the forthcoming 18th Annual General Meeting and the respective resolutions are recommended for your approvol.

Profiles of these Directors as required by Clause 49 of the Listing Agreement are given in the Notice of the 18th Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that;

1) in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures;

2) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2009-10 and of the Profit & Loss Account of the Company for the year under review;

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

4) the Directors had prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

CORPORATE GOVERNANCE

Your Company is committed to good corporate governance aligned with the best corporate practices.

A separate Report on Corporate Governance along with Auditors Certificate on Compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

Consequent to the change in management, your Company is in the process of identifying the right person for Manager/ Managing Director.

AUDITORS

The retiring auditors of your Company, M/s. G. Balu Associates, Chartered Accountants, have expressed their desire not to be reappointed as Auditors. The Company has received a notice from one of the members proposing the appointment of BSR and Co, Chartered Accountants as the Auditors of your Company. Your Board recommends the appointment of BSR and Co, Chartered Accountants as Auditors of the Company.

FIXED DEPOSITS

Your Company has not accepted any deposits and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

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

The information as prescribed under Section 217 (1 )(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in a separate annexure [Annexure "I"], which forms part of this Report.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of sec. 217(2 A) of the Companies Act 1956 read with Companies (Particulars of Employees) Rules 1975, as amended forms part of this Report. However as per the provisions of sec. 219(1 )(b)(iv) of the Companies Act 1956, this Report and Accounts are being sent to all the members of the company excluding the Statement of Particulars of Employees under sec. 217(2A) of the Companies Act 1956. Any member interested in obtaining copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

Your Directors express their appreciation of the continued cooperation of Governments and Government agencies, bankers, customers, suppliers and also the valuable assistance and guidance received from Xignux, General Electric Company and Prolec-GE and all the shareholders. Your Directors also wish to thank all employees for their contribution, support and continued cooperation during the year.

For and on behalf of the Board of Directors INDO TECH TRANSFORMERS LIMITED

Jorge Lozano Jorge Sepulveda Chairman Director

Place: Chennai

Date : 14th May, 2010