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Directors Report of Tarapur Transformers Ltd.

Mar 31, 2015

Dear Members,

The Directors of your Company have pleasure in presenting Twenty Seventh Annual Report together with the Audited Accounts and Auditors' Report for the year ended

31st March, 2015.

1. Financial summary or highlights/ Performance of the Company (Standalone):The financial performance of the Company for the Year ended 31st March,

2015 is as summarized below:

(Rs. In Lacs)

Particulars 2014-2015 2013-2014

Gross Turnover & Other Income 3919.31 4458.70

Profit /(Loss) before Interest, (99.86) (721.40) Depreciation & Taxation

Less - Interest 28.06 398.44

Profit /(Loss) before Depreciation (127.92) (1119.84) & Taxation

Less - Depreciation 202.08 92.29

Profit / (Loss) before tax (330.00) (1212.13)

Less- Provision for Taxation - - (Including Deferred Tax)

Net Profit / (Loss) for the year (330.00) (1212.13)

Add/( less) Surplus/ (deficit) brought (2663.77) (1451.64) forward from previous Year

Add/( less) Retain Value Assets (3.23) -

Profit available for Appropriations/ (2997.00) (266377) ( Loss)

Appropriations: - -

Balance Carried to Balance Sheet (2997.00) (2663.77)

2. Performance Review:

The Turnover of the Company has decreased to Rs. 3730.59 Lacs, and the Company has incurred net loss of Rs. 330.00 Lacs for the F.Y 2014-15. The same is

mainly due to fall in demand and rise in the prices of major raw materials and high interest rates.

3. Extract of Annual Return: Extract of Annual Return as provided under sub-section (3) of section 92 in Form No. MGT - 9. (Annexure 1).

4. Number of meetings of the Board of Directors: During the year 2014-15, 4 meeting of the Board of Directors held.

5. Directors' Responsibility Statement: The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 and of the profit and loss of the company for that period;

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

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

e) 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

6. Auditors' Report:

As regards Auditors remarks in the Audit report, comments of the Board of Directors are as under:-

a) Auditors' Remark:

The company has sent letters to customers in respect of trade receivables for confirming balances outstanding as at March 31,2015, but in most of the cases the customers have not sent written confirmation confirming the balance outstanding as at March 31,2015. In the absence of confirmation any provision to be made for adverse variation in the carrying amounts of trade receivable is not quantified.

Boards Comments on the same:

The Board considers all outstanding balance of customers as on 31st March, 2015 as good and recoverable.

b) Auditors' Remark:

The company has sent balance confirmation letters to parties who are not covered in the register maintained under Section 189 of the Companies Act, 2013, but in most of the cases the company have not received written confirmation confirming the balance outstanding as at March 31,2015. Further, in respect of loans granted, repayment of the principal amount was not as stipulated and payment of interest has also not been regular.

Boards Comments on the same:

Company has received balance confirmation from some of the Companies and are vigorously following up with the rest of the borrowers. Company expects to receive balance confirmation from all the companies to whomsoever advances have been given. Efforts are made to regularize arrears and recovery against overdue principal and interest

c) Auditors' Remark:

The Company has not provided for interest payable to Canara Bank amounting to Rs. 668.09 Lacs for the year ended 31st March 2015. The Company has also not made any provision for penal interest claimed by the bank. As a result the loss for the year ended 31st March 2015 is understated by Rs. 668.09 Lacs & current liabilities as at 31st March 2015 are also understated by Rs.668.09 Lacs and also reserves are overstated by Rs. 668.09 Lacs . The amount of penal interest cannot be quantified as the details have not been received from the bank.

Boards Comments on the same:

Based on the Legal advice received by the Company, it has been decided not to provide any interest on liability of Canara Bank.

d) As regard Auditors' remarks in the Annexure to their report under Item No. (vii) (a) and (b) and (IX) With respect to non-payment of Maharashtra VAT, Service Tax, Income Tax, Maharashtra Labour Welfare and Professional Tax the same is self explanatory

7. Loan and Investment by Company: Particulars of loans, guarantees or investments under section 186.(Annexure 2)

8. Particulars of contracts or 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 certain arms length transactions under third proviso thereto is given in Form No. AOC-2. (Annexure 3)

9. Reserves: In the financial year 2014-15 reserve maintained with the Company is Rs. 3347.85 lacs while in year 2013-14, reserve was Rs. 3681.08. This reduction is due to retain value of Fix Assets of Rs.3.23 lacs and Loss for the year 2014-15 of Rs 330 Lacs.

10. Dividend: Your Directors do not recommend any dividend for the year under review in view of losses incurred.

11. Material changes and commitments, if any, 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: No such Material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

12. Conservation of energy, technology absorption and foreign exchange earnings and outgo: The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

i. the steps taken or impact on conservation of energy: NIL;

ii. the steps taken by the company for utilising alternate sources of energy: NIL;

iii. the capital investment on energy conservation equipments: NIL.

B. Technology absorption:

i. the efforts made towards technology absorption: NIL;

ii. the benefits derived like product improvement, cost reduction, product development or import substitution: NIL;

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a) the details of technology imported: NIL;

b) the year of import: NIL;

c) whether the technology been fully absorbed: NIL;

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: NIL; and

iv. the expenditure incurred on Research and Development: NIL.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: Inflow: Nil and Outflow: Nil.

13. Risk management policy: Our Company maintains conducive work environment and provides adequate motivation to perform. However senior management team members or key personnel may choose to leave the organization in which case operations of our Company may be affected. However in such eventuality we will promptly fill the vacancy through either fresh recruitment or internal promotion.

14. Change in the nature of business, if any: NO

15. Directors:

A) Changes in Directors and Key Managerial Personnel:

The details about the changes in the directors or key managerial personnel by way of appointment, re - designation, resignation, death or disqualification, variation made or withdrawn etc. In the case of a public company, the name of the director who is/are liable to retire by rotation and also whether he/they offers/offer for reappointment.

B) Declaration by an Independent Director(s) and re- appointment, if any:

A declaration by an Independent Director mentioned in item number 4, 5 and 6 in the notice that they meet the criteria of independence as provided in sub-

section (6) of Section 149 of the Companies Act, 2013 has been disclosed by the Independent Director to the Company.

C) Formal Annual Evaluation:

The Board has formulated a code of conduct policy for formal annual evaluation purpose which has been made by the Board of its own performance and that of its committees and individual directors.

16. Number of meetings of the Board of Directors

A) Audit Committee:

The Audit Committee has three directors i.e. one Chairman and Two members, as per The Companies Act, 2013, 2/3rd of the members should be Independent Director and Chairman should be Independent Director. All members of the Audit committee is independent director. The Chairman of Audit Committee is Mr. Lalit Laxiram Agarwal and members of the committee are Mr. Suresh Sakharam More and Ms. Kiren Shrivastav.

B) Details of establishment of vigil mechanism for directors and employees:

The Whistle blower policy of the Company was formulated and policy is available in the company's website www.tarapurtransformers.com.

C) Nomination and Remuneration Committee:

The Company has adopted policy formulated by nomination and remuneration committee for appointment of Key Managerial personal.

17. Managerial Remuneration:

a. There is no employee covered pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

b. There is no director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

c. There is no such events occurs which require disclosures in the Board of Director's report under the heading "Corporate Governance", relating to the financial statement:

i. all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

ii. details of fixed component and performance linked incentives along with the performance criteria;

iii. service contracts, notice period, severance fees;

iv. stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable.

18. Details of Subsidiary/JV/Associate Companies: The Company has no Subsidiary/ JV/ Associate Companies during the year.

19. Deposits:

A. The details relating to deposits, covered under Chapter V of the Act,-

a) accepted during the year: NIL;

b) remained unpaid or unclaimed as at the end of the year: NIL;

c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

i. at the beginning of the year: NIL;

ii. maximum during the year: NIL;

iii. at the end of the year: Nil;

B. The details of deposits which are not in compliance with the requirements of Chapter V of the Act:: NIL;

20. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: NIL

21. Auditors: M/s. Raman S. Shah & Associates, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Raman S. Shah & Associates, Chartered Accountants, as statutory auditors of the Company from the conclusion of the Twenty Seventh Annual General Meeting (AGM) till the conclusion of Twenty Eighth Annual General Meeting (AGM)of the Company.

The Company has received a Certificate from them that their re-appointment, if made, would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their re-appointment is recommended by the board.

22. Brief description of the Company's working during the year: The Company has three manufacturing units at Boisar, Pali and Vadodara. However there is no manufacturing activity carried out at Boisar unit during the year.

23. Details in respect of adequacy of internal financial controls with reference to the Financial Statements: The Company has adequate internal financial control with reference to the financial statement as all the works relating to financial statement is done from the corporate office of the Company.

24. Share Capital

A) Issue of equity shares with differential rights: No Equity Shares with differential rights were issued during the financial year 2014-15 as provided in rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

B) Issue of sweat equity shares: No Sweat Equity Shares were issued during the financial year 2014-15, as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

C) Issue of employee stock options: No employee stock options were issued during the financial year 2014-15, as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

D) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

There is no such provision is made for the relevant financial year as provided in rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014.

25. Secretarial Audit Report: A Secretarial Audit Report given by M/s. Bhuwnesh Bansal & Associates, a company secretary in practice shall be annexed with the report.(Annexure 4)

26. Management's Discussion and Analysis Report: A detailed review of the operations, performance and future outlook of the Company and its businesses is

given in the Management's Discussion and Analysis Report, which forms part of this Report.(Annexure 5)

27. Corporate Governance: We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report. (Annexure 6).

28. Tax Provisions: The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961, as well as other relevant laws governing taxation on the company.

29. Acknowledgment: Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.

On behalf of the Board of Directors, For Tarapur Transformers Limited Chandrashekhar Trivedi DIN:00135114 Mumbai, 30th May, 2015 Chairman






Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting Twenty Sixth Annual Report together with the Audited Accounts and Auditors'' Report for the year ended 31st March, 2014.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2014 is as summarized below:- (Rs.. In Lacs)

Particulars 2013-2014 2012-2013

Gross Turnover & Other Income 4458.70 5624.44

profit /(Loss) before Interest, Depreciation & Taxation (721.40) 11.25

Less – Interest 398.44 247.97

profit /(Loss) before Depreciation & Taxation (1119.84) (236.72)

Less – Depreciation 92.29 62.74

profit / (Loss) before tax (1212.13) (299.46)

Less– Provision for Taxation (Including Deferred Tax) - -

Net profit / (Loss) for the year (1212.13) (299.46)

Add/( less) Surplus/ (defcit) brought forward from previous Year (1451.64) (1152.18)

profit available for Appropriations/( Loss) (2663.77) (1451.64)

Appropriations:- Balance Carried to Balance Sheet (2663.77) (1451.64)

2. Performance Review:-

The Turnover of the Company has decreased to Rs. 4255.60 Lacs, and the Company has incurred net loss of Rs. 1212.13 Lacs for the F. Y 2013-14. The same is mainly due to fall in demand and rise in the prices of major raw materials and high interest rates.

3. Dividend: Annual Report 2011 - 2012

Your Directors do not recommend any dividend for the year under review in view of losses incurred.

4. Directors:-

Mr. Rajendrakumar Anandilal Choudhary, Director, retire from the Board by rotation and being eligible has offered himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to Sections 149 , 150 & 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Director ) Rules, 2014 along with Schedule IV or re-enactment thereof for the time being in force, an Independent Directors can hold office for a term of Five consecutive years on the Board of your Company. Accordingly, it is proposed to appoint Mr. Kesavan Mudakkarappillil Sugathan and Mr. Ramalingam Ganesh Subramanian Iyer, existing Directors as Non – Executive Independent Directors for a term of five consecutive years and shall not be liable to retire by rotation.

The Company has received requisite notice from the respective directors proposing their candidature for appointment as an Independent Director and has

also received declaration from the aforesaid Independent Directors confirming that they meet the criteria of Independence as prescribed under provisions of Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resume of the Directors proposed to be appointed/ re-appointed, Qualification, experience and the names of the Companies in which they hold directorship, membership of the board committees, as stipulated in the clause 49 of the listing agreement are provided in the Report on Corporate Governance forming a part of the annual report.

5. Directors'' Responsibility Statement:-

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors, to the Best of their knowledge and belief, confirm that: –

a) In the preparation of the annual accounts for the financial year 2013-14, the applicable accounting standards have been followed and there are no material departures;

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are 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 / loss of the Company for the accounting year ended on that date;

c) Proper & suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and

d) The annual accounts of the Company have been prepared on a going concern basis.

6. Auditors:-

M/s. Raman S. Shah & Associates, Chartered Accountants, who are the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Raman S. Shah & Associates, Chartered Accountants, as statutory auditors of the Company from the conclusion of the Twenty Sixth Annual General Meeting (AGM) till the conclusion of Twenty Seventh Annual General Meeting (AGM) of the Company.

The Company has received a Certifcate from them that their re-appointment, if made, would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their reappointment is recommended by the board.

8. Auditors'' Report:-

As regard Auditors'' remarks in the Annexure to their report under Item No. (ix) (a) and (ix) (b) With respect to non-payment of Maharashtra VAT, Service Tax, Income Tax and Professional Tax the same is self explanatory.

7. Cost Auditors:

Jayant J. Paleja, Practicing Cost Accountant, has been appointed as Cost Auditor to conduct cost audit of the records of the Company for the financial year 2014-2015.

The Company has received a Certifcate from them that their appointment would be within the limits and that they are not disqualified for such an appointment under the Companies Act, 2013. Their appointment is accepted by the board.

8. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961, as well as other relevant laws governing taxation on the company.

9. Fixed Deposits:-

During the year ended on 31st March, 2014, the Company has not accepted any Fixed Deposit from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

10. Management''s Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management''s Discussion and Analysis Report which forms part of this Report as Annexure I.

11. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report. The Auditors'' Certifcate on compliance with Corporate Governance requirements by the Company is attached with the Corporate Governance Report as Annexure II.

12. Energy Conservation and Technology Absorption:-

The nature of business of the Company is such where electricity consumption comprises of internally DG set generated electricity as well as electricity made available by MSEDCL. Since it is not possible to bifurcate accurately between these two sources, the information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given.

13. Foreign Exchange earnings and outgo:-

Your Company earned/spent foreign exchange as under during the year. Earnings:Rs. Nil Outgo:Rs. Nil

14. Particulars of Employees:

There are no employees covered under Section 217(2A) of the Companies Act, 1956.

15. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confdence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company''s vision and mission.

On behalf of the Board of Directors, For Tarapur Transformers Limited

Rajendrakumar Anandilal Choudhary Din :00494663 Chairman

Mumbai, 28th May, 2014


Mar 31, 2012

Dear Members,

The Directors of your Company have pleasure in presenting Twenty Fourth Annual Report together with the Audited Accounts and Auditors' Report for the year ended 31st March, 2012.

1. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2012 is as summarized below:- (Rs.In Lacs)

"Particulars 2011-20121 2010-2011

Gross Turnover & Other Income 3328.65 919.24

Profit /(Loss) before Exceptional Item, Interest, Depreciation & Taxation (39.45) (482.89)

Less - Exceptional Items (Loss on Sale of Investments/Fixed Assets) 540.71 1.01

Profit /(Loss) before Interest, Depreciation & Taxation (580.16) (483.90)

Less - Interest 135.28 48.00

Profit /(Loss) before Depreciation & Taxation (715.44) (531.90)

Less - Depreciation 62.50 66.58

Profit / (Loss) before tax (777.94) (598.48)

Less- Provision for Taxation (Including Deferred Tax) - (117.02)

Net Profit / (Loss) for the year (777.94) (481.46)

Add/( less) Surplus/ (deficit) brought forward from previous Year (374.24) 107.22

Profit available for Appropriations Loss) (1152.18) (374.24) Appropriations:-

Proposed Dividend - -

Balance Carried to Balance Sheet (1152.18) (374.24)

2. Performance Review:-

The Turnover of the Company has increased and stood at Rs. 3154.33 Lacs, but the Company has incurred net loss of Rs. 777.94 Lacs for F.Y 201 1-12. The same is mainly due to loss on sale of investments and due to the fact that the Company was in the midst of putting up the Wada plant and due to increase in the cost of major raw materials and high interest rates. However, in the last quarter of the F.Y. 2011-12, there has been improvement in the financials and sales order and the Company earned a net profit of Rs. 144.83 Lacs.

3. Directors:-

Mr. R.G. Subramanian Iyer, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting. The Notice convening the Annual General Meeting includes the proposal for his re-appointment.

During the year, Mr. Mrugen H. Shah was appointed as an Additional Director vide circular resolution passed by the Board members dated 23rd September, 2011. He seeks appointment as a Director of the Company at the ensuing Annual General Meeting. The Company has received notices in writing from members proposing the candidature of above Directors.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and names of the Public Limited Companies in which they hold directorships and memberships / chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement is given in the Report on Corporate Governance forming part of the Annual Report. Mr. Anil Kumar Nevatia has tendered his resignation w.e.f 07th May, 2012. Your Directors wish to place on record their sincere appreciation for the invaluable services rendered by him during his tenure as a Director.

4. Directors' Responsibility Statement-

Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that: -

a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same.

b) Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the loss of the Company for the accounting year ended on that date.

c) Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and,

d) The annual accounts of the Company have been prepared on a going concern basis.

5. Auditors:-

The present Statutory Auditors of the Company, M/s. Raman S. Shah & Associates, Chartered Accountants, Mumbai, retire as Statutory Auditors at the conclusion of this Annual General Meeting. They are eligible for re-appointment and the Company has received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their re-appointment is recommended by the Board.

6. Cost Auditors:-

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Accounting Records) Rules, 201 1 published vide GSR 430(E) dated 03rd June, 201 1 which has become applicable to the Company with effect from the financial year 201 1-12. Henceforth, the Company is required to maintain and keep cost records of all its units and branches. Further the Company to which these rules apply is required to submit a Compliance Report duly certified by a Cost Accountant, along with the Annexure, to the Central Government in prescribed Form. In view of the above, based on the recommendations of Audit Committee, the Board of Directors at its meeting held on 13th February, 2012, has appointed Mr. Jayant J. Paleja, a Practicing Cost Accountant, as the Cost Auditor to issue Compliance Certificate for the financial year 2011-2012.

Further in compliance with the Industry wise specific Cost Audit order no. 52/26/CAB-2010 dated 24th January, 2012, which became applicable to the products manufactured by the Company, Mr. Jayant J. Paleja has been appointed as the Cost Auditor to conduct cost audit for the financial year 2012-13 at Board Meeting of the Company held on 14th May, 2012.

7. Auditors' Report:-

As regard Auditors' remarks in the Annexure to their report under Item No. (ix), with respect to non-payment of Maharashtra VAT, the same is self explanatory.

8. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of relevant laws governing taxation on the Company.

9. Fixed Deposits:-

During the year ended on 31st March, 2012, the Company has not accepted any Fixed Deposits from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

10. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure II. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached.

11. Management's Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management's Discussion and Analysis Report, which forms part of this Report as Annexure- I.

12. Energy Conservation and Technology Absorption:-

In view of the nature of business of the Company which is labour intensive and which consists of repair, refurbishment as well as manufacturing of transformers, the information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given as electricity purchased and consumption per unit of production is not amenable to logical presentation.

13. Foreign Exchange earnings and outgo:-

Your Company earned/spent foreign exchange as under during the year.-

Earnings : Rs. Nil

Outgo : Rs. 1077.01 Lacs

14. Particulars of Employees:-

There are no employees covered under Section 2I7(2A) of the Companies Act, 1956.

15. Acknowledgement:-

The Board wishes to place on record its sincere appreciation for the assistance and co-operation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company. The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Company's vision and mission.

On behalf of the Board of Directors, For Tarapur Transformers Limited

Rajendra Kumar Choudhary Naresh Kumar Choudhary Director Director

Mumbai, 14th August, 2012


Mar 31, 2010

The Directors of your Company have pleasure in presenting Twenty Second Annual Report together with the Audited Accounts and Auditors Report for the year ended 31 st March, 2010.

1. Initial Public Offering:-

Your Company entered the Capital Market with an Initial Public Offer (IPO) of 85,00,011 Equity Shares of Rs. 10/- each at a premium of Rs. 65/- per share.Your Companys shares were listed on the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE) on 18th May, 2010.The issue was over subscribed by about 1.65 times.

Your Directors take this opportunity to thank all the investors for their overwhelming response to the IPO and the confidence reposed by them.

2. Financial Performance:-

The financial performance of the Company for the Year ended 31st March, 2010 is as summarized below:-

(Rs. In Lacs)

Particulars 2009-2010 2008-2009

Gross Turnover & Other Income 3298.63 2661.38

Profit before Interest, Depreciation & Taxation 343.94 383.84

Less -Interest (28.41) (13.49)

Profit before Depreciation & Taxation 315.53 370.35

Less - Depreciation (50.97) (34.72)

Profit before tax 264.56 335.63

Less- Provision forTaxation (Including Deferred Tax) (110.13) (140.03)

Net Profit for the year 154.43 195.60

Add - Surplus brought forward from previous Year 66.86 34.01

Profit available for Appropriations 221.29 229.61

Appropriations:-

Transfer to General Reserve - 75.00

Proposed Dividend 97.50 75.00

Dividend Distribution Tax 16.57 12.75

Balance Carried to Balance Sheet 107.22 66.86

3. Performance Review:-

The performance of the Company during the year was satisfactory. The Turnover of the Company increased by 23.98% and stood at Rs. 32.99 crores as compared to Rs. 26.61 crores in the previous year. The profit after tax was lower at Rs. 1.54 crores, compared to Rs. 1.96 crores during 2008-09.

4. Share Capital:-

During the year under review, 5,00,00,000 Equity Shares of Rs. 21- each were consolidated to Rs. 10/- each on 25th September, 2009.Your Company issued 10,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 50/- per share by way of preferential allotment to Bilpower Limited on 19th November, 2009. Further, 85,00,01 I Equity Shares of Rs. 10/- each at a premium of Rs. 65/- per share were issued by way of IPO, making total subscribed, issued and paid up Equity Share capital to Rs. 19,50,00,110/- divided into 1,95,00,01 I Equity Shares of Rs. 10/-each.

5. Dividend:-

Your Directors are pleased to recommend for the approval of the shareholders, a dividend of 5% (Re. 0.50 per equity share) on 1,95,00,011 equity shares of Rs. 10/- each being enhanced Equity Share Capital after the allotment in IPO for the financial year ended on 31st March, 2010.

6. Directors:-

Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr.R.G. Subramanian, Mr.Vinod Kumar Agrawal and Mr. Anil Kumar Nevatia were appointed as Additional Directors of the Company with effect from I st September, 2009 and would hold Office up to the date of ensuing Annual General Meeting.

Mr. Mohan Waman Ranadive, Director of the Company retires by rotation and being eligible offers himself for re-appointment at the ensuing Annual General Meeting.The Notice convening the Annual General Meeting includes the proposals for re-appointment of Directors.

The Company has received notices in writing from members proposing the candidature of above directors.

Brief resumes of the above Directors, nature of their expertise in specific functional areas and names of the Public Limited Companies in which they hold Directorships and Memberships / Chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under Clause 49 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

7. Directors Responsibility Statements- Pursuant to the requirement under Section 2I7(2AA) of the Companies Act, 1956, the Directors, to the best of their knowledge and belief, confirm that:-

A. In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures from the same.

B. Appropriate accounting policies have been selected and applied consistently and such judgments & estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of the Profit of the Company for the accounting year ended on that date.

C. Proper & sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud and other irregularities; and,

D. The annual accounts of the Company have been prepared on a going concern basis.

8. Auditors:-

The present Statutory Auditors of the Company, M/s. Raman S. Shah & Associates, Chartered Accountants, Thane, retire as Statutory Auditors at the conclusion of this Annual General Meeting.They are eligible for re-appointment and the Company has received a Certificate from them that their re-appointment, if made, would be within the limits under Section 224 (IB) of the Companies Act, 1956 and that they are not disqualified for such an appointment within the meaning of sub-sections (3) and (4) of Section 226 of the Companies Act, 1956. Their reappointment is recommended by the board.

9. Auditors Report:-

The notes on accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments under section 217(3) of the Companies Act, 1956.

10. Tax Provisions:-

The Company has made adequate provisions as required under the provisions of Income Tax Act, 1961.

11. Fixed Deposits:-

During the year ended on 31 st March 2010, the Company has not accepted any Fixed Deposits from public under Section 58A & 58AA of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

12. Corporate Governance:-

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by Clause 49 of the Listing Agreement, a detailed report on Corporate Governance forms part of this Report as Annexure 11. The Auditors Certificate on compliance with Corporate Governance requirements by the Company is attached.

13 Managements Discussion and Analysis Report:-

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Managements Discussion and Analysis Report, which forms of this Report as Annexure I.

14. Energy Conservation and Technology Absorption:-

In view of the nature of business of the Company which is labour intensive, the information required under Section 217(1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in Report of the Board of Directors) Rules, 1988 with respect to conservation of Energy, Technology absorption is not given as electricity purchased and consumption per unit of production is not amenable to logical presentation.

15. Foreign Exchange earnings and outgo:-

Your Company earned/spent foreign exchange as under during the year.

Earnings Rs. Nil

Outgo Rs. 297.38 lacs

16. Particulars of Employees:-

Information in accordance with Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable for the year under review as none of the employees is drawing a salary of Rs.2.00 Lac per month and / or Rs. 24.00 Lac per annum.

17. Acknowledgement: -

The Board wishes to place on record its sincere appreciation for the assistance and cooperation received from Bankers, Government Departments and other Business Associates for their continued support towards the conduct of operations of the Company efficiently.

The directors express their gratitude to the shareholders for their continuing confidence in the Company.The directors also acknowledge the hard work and persuasive efforts put in by the employees of the Company in carrying forward Companys vision and mission.

On behalf of the Board of Directors,

For Tarapur Transformers Limited

Mohan Ranadive Whole Time Director Thane, 14th August, 2010

 
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