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Directors Report of Transformers & Rectifiers (India) Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 21st Annual Report on the business and operations together with the Audited accounts for the year ended 31st March, 2015. The performance of the Company for the year ended on 31st March, 2015 is summarized below:

Financial Highlight


Particulars Standalone

2014-15 2013-14

Net Revenue from Operation 54,168.54 71,825.84

Other Income 350.69 406.36

Total Revenue 54,519.23 72,232.20

Cost of Raw Material Consumed 46,188.08 60,232.45

(Increase)/ Decrease in Inventories of

Finished Goods & Process Stock (3,079.24) (930.42)

Employee Benefit Expense 2,306.56 2,374.57

Finance Costs 2,767.30 2,331.55

Depreciation & Amortization 1,200.31 927.84

Other Expenses 6,097.03 6,529.69

Total Expenses 55,480.04 71,465.68

Profit/(Loss) Before Tax (960.81) 766.52

Tax Expense (315.61) 286.01

Net Profit/(Loss) after Tax (645.20) 480.51

Dividend

In view of losses, your Directors do not recommend any dividend on Share Capital (Previous year 7.5% i.e. Rs. 0.75 per Equity Share).

Review of Operations

For the year ended 31st March, 2015, your Company has reported standalone total revenue of Rs. 54,519.23 Lacs and net loss of Rs. 645.20 Lacs as compared to previous year's total revenue of Rs. 72,232.20 Lacs and net profits of Rs. 480.51 Lacs. During the current year, the Company has incurred loss mainly on account of lower turnover. The Company could not achieve turnover growth due to delay in realizing target order inflow and the power sector in the Country continued to grapple with multiple bottlenecks.

Effective from 1st April, 2014, there is a change in useful lives of assets as per Schedule II of the Companies Act, 2013 which has resulted into higher depreciation to the tune of Rs. 202.32 Lacs, adversely affecting bottomline of the Company.

Share Capital

The Paid up Equity Share Capital as at 31st March, 2015 stood at Rs. 1,325.64 Lacs. During the year under review, the Company has not issued any Share Capital.

MVA Production

During the year 2014-15, Your Company has manufactured 15925 MVA, out of which Changodar unit produced 4405 MVA, Moraiya unit produced 10760 MVA & Odhav unit produced 760 MVA, against the last year's total of 20650 MVA.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company pursuant to Clause 41 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the

Accounting Standards prescribed by the Institute of Chartered Accountants of India are attached herewith this Annual Report.

Order Book

As on 27th May, 2015, the Company has Order Book position of Rs. 77,263 Lacs. The table below indicates the division of our order book between our business segments:


Type of Transformers Order Book %

Power Transformers 65,527 84.81

Distribution Transformers 5,190 6.72

Furnace/Rectifier Transformers 1,439 1.86

Export 5,107 6.61

Total 77,263 100.00

Exports

During the year, the Company has achieved export sales of Rs. 1,726.88 Lacs.

Fixed Deposit

The Company has neither accepted nor invited any deposit from public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

Particulars of Loans, Guarantees and Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement.

Achievements

Dispatch of highest Green rating transformer to Columbia

During the year, your Company had dispatched the India's highest rating 75 MVA, 115 kV, three-phase Power Transformer to Columbian utility which is filled with Envirotemp FR3 natural ester fluid. It has measured a very low noise level, below 55 dBA with which the Company marks its foot print in the manufacture of eco-friendly silent green transformers. The development of transformer was done by in house R&D efforts.

Entered into Technology Agreement with Fuji Electrical Co. Ltd

During the year your Company had entered into the Technology license agreement with Fuji Electrical Co. Limited ("Fuji"), Japan, a leading manufacturer of Power Transmission and Distribution equipment. Their strength lies in developing business in Energy Creation, Energy Management and Energy Conservation with Power Electronics as the core.

As a part of this Technology License Agreement, Fuji grants the license to the Company in India to use its technology and know-how; to design, manufacture, assemble, inspect and sale of

- Generator step up transformers with single phase or three phase, 420 kV Voltage and upto 1000 MVA bank capacity;

- Shunt reactors with three phase 420 kV voltage and upto 125 MVAr capacity;

- Shunt reactor with single phase, 765 kV voltage and upto 133 MVAr capacity.

The Technology License Agreement will remain valid for the period of 10 years; a dedicated team of the Company will work with Fuji to absorb and deploy this technology.

This Technology transfer will provide an important milestone to the Company which will help to enter into new horizons in manufacturing of high end reactors and transformers.

Subsidiary, Associates & Joint Venture Companies

As on 31st March, 2015 your Company has Four (4) Subsidiaries namely Transweld Mechanical Engineering Works Limited (wholly owned subsidiary), TARIL Infrastructure Limited (wholly owned subsidiary), Savas Engineering Company Private Limited (wholly owned subsidiary) and Transpares Limited (51% holding). Further there has been no material change in the nature of business of the subsidiaries. There are no associate and joint venture Companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

The Board of Directors of the Company has formulated a policy for determining "Material Subsidiaries" to comply with the requirement of Clause 49 of the Listing Agreement for such Material subsidiaries. However, Company has no Material Subsidiary Company as defined under Clause 49 of the Listing Agreement. The policy for determining "Material Subsidiaries" may be accessed on the Company's website at the link: http://www.transformerindia.com/download/Policy- material-Sub.pdf.

During the year under review, the Company has acquired the Shares of Savas Engineering Company Private Limited and hence the company has become the wholly owned subsidiary of the Company.

Shareholders interested in obtaining a copy of the Audited Annual Accounts of the Subsidiary Companies may write to the Company Secretary.

In terms of proviso to sub-section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the Annual Report.

The Performance of Subsidiary Companies are as under Transweld Mechanical Engineering Works Limited

Transweld Mechanical Engineering Works Limited ("Transweld") is the wholly owned subsidiary of the Company. For the year ended Transweld achieved net sales of Rs. 1,275.13 Lacs against Rs. 1,106.21 Lacs during the previous FY 2013-14. Total profit before tax for the FY 2014-15 is Rs. 25.98 Lacs as against the total profit before tax of Rs. 15.50 Lacs for the previous FY 2013-14.

Profit after tax (PAT) was Rs. 26.88 Lacs during the year as against the previous year profit of Rs. 8.59 Lacs.

TARIL Infrastructure Limited

TARIL Infrastructure Limited ("TARIL") is the wholly owned subsidiary of the Company. For the year ended TARIL achieved net sales of Rs. 1,186.04 Lacs against Rs. 1,263.66 Lacs during the previous FY 2013-14. Total profit before tax for the FY 2014-15 is Rs. 40.60 Lacs as against the total profit before tax of Rs. 61.08 Lacs for the previous FY 2013-14.

Profit after tax (PAT) was Rs. 27.30 Lacs during the year as against the previous year profit of Rs. 42.07 Lacs.

Savas Engineering Company Private Limited

Savas Engineering Company Private Limited ("Savas") is the wholly owned subsidiary of the Company. For the year ended Savas achieved net sales of Rs. 602.03 Lacs against Rs. 1,151.66 Lacs during the previous FY 2013-14. Total loss before tax for the FY 2014-15 is Rs. 371.95 Lacs as against the total loss before tax of Rs. 169.17 for the previous FY 2013-14.

Loss after tax was Rs. 267.68 Lacs during the year as against the previous year loss of Rs. 131.52 Lacs.

Transpares Limited

Transpares Limited is the subsidiary of the Company. For the year ended Transpares Limited achieved net sales of Rs. 1,617.79 Lacs against Rs. 1,637.70 Lacs during the previous FY 2013-14. Total profit before tax for the FY 2014-15 is Rs. 18.45 Lacs as against the total profit before tax of Rs. 76.87 Lacs for the previous FY 2013-14.

Profit after tax (PAT) was Rs. 25.82 during the year as against the previous year profit of Rs. 58.81 Lacs.

Directors

The Board of Directors of your Company comprises of Eight (8) Directors of which Four (4) are Executive and Non Independent Directors and Four (4) are Non-Executive and Independent Directors as on 31st March, 2015.

In terms of the provision of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Company shall have atleast one Woman Director on the Board of the Company. Your Company has Mrs. Karuna Mamtora as Director on the Board of the Company since its inception, who is presently the Executive Director of your Company.

Members of the Company vide Postal Ballot held on 10th September, 2014 had approved the re-appointed of Mrs. Karuna Mamtora as an Executive Director of the Company w.e.f. 1st April. 2014 for a period of 3 years further to that they also had approved the revision in terms of remuneration of Mr. Jitendra Mamtora, Chairman & Whole-time Director and Mr. Satyen Mamtora, Managing Director of the Company.

At the 20th Annual General Meeting, Mr. Rajendra Shah, Mr. Harish Rangwala, Mr. Bhaskar Sen and Mr. Sureshchandra Agarwal, Independent Directors of the Company reappointed for five consecutive years for a term upto 31st March, 2019.

As per the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Karuna Mamtora being longest in the office shall retire at the ensuing Annual General Meeting and being eligible for re-appointment, offers herself for re-appointment.

The Board of Directors of your Company, at their meeting held on 27th May, 2015 has approved the re-appointment of Mr. Vinod Masson as an Executive Director of the Company w.e.f 1st July, 2015 for further period of One (1) year subject to approval of shareholders. Accordingly, the approval of shareholders is being sought for his re-appointment as an Executive Director of the Company for the period of One year.

Details of Director seeking re-appointment as required under the Listing Agreements are provided in the Notice forming part of this Annual Report. Their re-appointments are appropriate and in the best interest of the Company.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The terms and conditions of the Independent Directors are incorporated on the website of the Company www.tfansfofmefindia.com.

To familiarize the Independent Directors with the strategy, operations and functions of our Company, the Executive Directors / Senior Managerial Personnel make presentations to the Independent Directors about the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. Further, the Company has devised a Familiarization Programme for Independent Director and same been placed on the web site of the Company at the Link: http://www.transformerindia. com/download/Familafization-policy-ID.pdf

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Appointments / Resignations of the Key Managerial Personnel

Mr. Jitendra Mamtora, Chairman & Whole-time Director, Mr. Satyen Mamtora, Managing Director, Mr. Rahul Shah, Chief Financial Officer and Mr. Chintan M. Trivedi, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013 and were already in the office before the commencement of the Companies Act, 2013.

None of the Key Managerial Personnel has resigned or appointed during the year under review.

Number of the Meetings of the Board

Regular meetings of the Board are held atleast once in a quarter inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. Due to business exigencies, certain business decisions are taken by the Board through circulation from time to time.

During the FY 2014-15, the Board met Five (5) times i.e. 18th April, 2014, 2nd May, 2014, 8th August, 2014, 20th October, 2014 and 4th February, 2015. Detailed information on the meetings of the Board are included in the report on Corporate Governance, which forms part of this Annual Report.

The details of number of meetings of Committees held during the FY 2014-15 forms part of Corporate Governance Report.

Committees of the Board

Your Company has several Committees which have been established as part of the best Corporate Governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Company has following Committees of the Board:

- Audit Committee

- Stakeholder's Grievance and Relationship Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Share Transfer Committee

- Management Committee

The details with respect to the compositions, powers, terms of reference etc. of relevant Committees are given in details in the Corporate Governance Report which forms part of this Annual Report.

Corporate Social Responsibility Committee

In Compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to CSR Committee and an Annual Report on CSR Activities forms part of this Annual Report as Annexure-1.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspects of the Board's functioning, Composition of the Board and Committees, culture, execution and performance of specific duties, obligation and governance.

The performance evaluation of the Independent Directors was completed. During the year under review, the Independent Directors met on 4th February, 2015 interalia, to discuss:

- Performance evaluation of Non Independent Directors and Board of Directors as a whole;

- Performance evaluation of the Chairman of the Company;

- Evaluation of the quality of flow of information between the Management and Board for effective performance by the Board.

The Board of Directors expressed their satisfaction with the evaluation process.

Policy on Director's Appointment and Remuneration

The Company has a "Nomination and Remuneration Committee of Directors" in place. The Committee reviews and recommend to the Board for remuneration for Directors and Key Managerial Personnel and other employee up to one level below of Whole Time Director. The Company does not pay any remuneration to Independent and Non-Executive Directors of the Company other than sitting fee for attending the meetings of the Board and Committees of the Board. Remuneration to the Whole-time Director is governed under the relevant provisions of the Act and approvals.

The Company has devised the Nomination & Remuneration policy for the appointment, re-appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. All the appointment, re-appointment and remuneration Directors, Key Managerial Personnel and Senior Management Personnel are as per the Nomination & Remuneration policy of the company.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The functioning of Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company www.tfansfofmefindia.com

Risk Management Policy

The Company is aware of the risks associated with the business. It regularly analyses and takes corrective actions for managing/ mitigating the same.

The Company has framed a formal Risk Management Framework for risk assessment and risk minimization which is periodically reviewed to ensure smooth operation and effective management control. The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business and measure and steps in place to minimize the same.

Sexual Harassment of Women at Workplace

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Directors' Responsibility Statements

As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the "Directors' Responsibility Statement", and confirm that:

a) In preparation of annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 or loss of the Company for that year;

c) 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 for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended 31st March, 2015 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

Insurance

Assets of your Company are adequately insured against various perils.

Corporate Governance

The Company endeavours to maximize the wealth of the shareholders by managing the affairs of the Company with pre-eminent level of accountability, transparency and integrity.

A separate section on Corporate Governance standards followed by your Company, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock exchanges is enclosed as an annexure to this Report.

A Certificate from Mr. Tapan Shah, Practicing Company Secretary, conforming compliance to the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is annexed to this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in the separate section forming part of this Annual Report.

Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year of the Company i.e. 31st March, 2015 and the date of Director's Report i.e. 27th May, 2015.

Particular of Employees

The ratio of remuneration of each Director to the median employee's remuneration and other details in terms of Sub- section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this Annual Report as Annexure - 2.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 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 forming part of this Annual Report as Annexure - 2.

Extract of Annual Return

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31st March, 2015 in Form MGT-9 forms part of this Annual Report as Annexure-3.

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

Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo, required under Section 134 (3) (m) of the Companies Act, 2013 forms part of this Annual Report as Annexure-4.

Contracts or Arrangements with Related Parties

All the related party transactions that were entered during the financial year were in the Ordinary course of business of the Company and were on arm's length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors, Key Managerial Personnel or other persons which may have potential conflict with the interest of the Company.

All Related Party transactions are placed before the Audit Committee for approval, wherever applicable. Prior omnibus approval for normal business transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company www.tfansfofmefindia.com

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.

Internal Financial Control Systems and their Adequacy

Your Company has laid down the set of standards, processes and structure which enables to implement internal financial control across the Organization and ensure that the same are adequate and operating effectively. To maintain the objectivity and independence of Internal Audit, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with the operating systems, accounting procedures and policies of the Company. Based on the report of Internal Auditor, the process owners undertake the corrective action in their respective areas and thereby strengthen the control. Significant audit observation and corrective actions thereon are presented to the Audit Committee of the Board.

AUDITORS Statutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad (Firm Registration No. 117365W), was appointed as the Statutory Auditors of the Company, to hold the office from the conclusion of the 20th Annual General Meeting to the conclusion of the 23rd Annual General Meeting, subject to ratification of the appointment by the members at every Annual General Meeting. The Company has received the consent from the Auditors and confirmation to the effect that they are not disqualified to be appointed as the Auditors of the Company in the terms of the provisions of the Companies Act, 2013 and the Rules made thereunder.

Accordingly the Board of Directors had recommended the ratification of appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants as the Statutory Auditors of the Company to hold the office from the ensuing AGM till the conclusion of the next AGM on such remuneration as may be determined by the audit committee in consultation with the auditors.

Internal Audit

M/s. Sanjay Vastupal & Co, Chartered Accountants, Ahmedabad has been Internal Auditors of the Company. Internal auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

Cost Auditor

As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. Rajendra Patel & Associates, Cost Accountants as the Cost Auditor of your the Company for the financial year 2015-16 on the recommendations made by the Audit Committee subject to the approval of the Central Government. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 75,000/- (Rupees Seventy Five Thousand only) excluding out of pocket expenses, if any.

The Cost Audit Report for the financial year 2013-14 was filed within the due date. The due date for submission of the Cost Audit Report for the year 2014-15 is within 180 days from 31st March, 2015.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Tapan Shah, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the FY 2014-15. The Report of the Secretarial Audit Report for the FY 2014-15 is annexed to this Annual Report as Annexure-5.

As Secretarial Audit Report do not call for further explanation or comments it may be treated as the adequate compliance of Section 134 of the Companies Act, 2013.

Auditors' Report

The Auditors' Report on the accounts of the Company for the accounting year ended on 31st March, 2015 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 134 of the Companies Act, 2013.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1) Details relating to deposits covered under Chapter V of the Act.

2) Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

3) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS.

4) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

5) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Acknowledgment

Your Directors would like to express their 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 executives, staff and workers of the Company.

By Order of the Board of Directors Jitendra U. Mamtora

Place: Ahmedabad Chairman

Date: 27th May, 2015 (DIN: 00139911)


Mar 31, 2014

The Directors have pleasure in presenting the 20 Annual Report on the business and operations together with the Audited accounts for the year ended 31st March, 2014. The performance of the Company for the year ended on 31st March, 2014 is summarized below:

Financial Highlight

(Rs. in Lacs)

Particulars Standalone

2013-14 2012-13

Net Revenue form Operation 71,825.84 50,968.32

Other Income 406.36 522.56

Total Revenue 72,232.20 51,490.88

Cost of Raw Material Consumed 60,232.45 42,361.10 (Increase)/ Decrease in Inventories of

Finished Goods & Process Stock (930.42) (85.89)

Employee Benefit Expense 2,374.57 1,920.52

Finance Costs 2,333.32 1,022.72

Depreciation & Amortization 927.84 698.08

Other Expenses 6,527.92 4,966.65

Total Expenses 71,465.68 50,883.18

Profit Before Tax 766.52 607.70

Tax Expense 286.01 134.42

Net Profit after Tax 480.51 473.28

Dividend

Your Directors are pleased to recommend Dividend of 7.5% i.e. Rs. 0.75/- per Equity Share of Rs. 10/- each (Previous year 7.5%) subject to approval of shareholders at 20th Annual General Meeting.

Review of Operations

For the year ended 31st March, 2014, your Company has reported standalone total revenue and net profit after taxation of Rs. 72,232.20 Lacs and Rs. 480.51 Lacs respectively as compared to last year''s total revenue and net profits ofRs. 51,490.88 Lacs and Rs. 473.28 Lacs, respectively. Forthe F.Y. 2013-14, total revenue increased by 40% on year-on-year basis, Net Profit increased marginally due to increase in Raw material cost, finance cost and higher depreciation provisions.

MVA Production

During the year 2013-14, Your Company has manufactured 20650 MVA, out of which Changodar unit produced 7480 MVA, Moraiya unit produced 12458 MVA & Odhav unit produced 712 MVA, against the last year''s total of 13217 MVA.

Consolidated Financial Statements

Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India are attached herewith this Annual Report.

Order Book

As on 2nd May, 2014, the Company has Order Book position ofRs. 45,411 Lacs. The table below indicates the division of our order book between our business segments:

(Rs. in Lacs)

Type of Transformers Order Book %

Power Transformers 36,041 79%

Distribution Transformers 4,021 9%

Furnace/Rectifier Transformers 3,330 7%

Export 2,019 5%

Total 45,411 100%

Exports

During the year, the Company has achieved export sales of Rs. 2,909.41 Lacs.

Issue of Bonus Shares to Non-Promoter Shareholders

During the year under review, your Company has issued 3,32,800 Bonus Shares of Rs. 10/- each to the Non-Promoter Shareholders in the ratio of One new fully paid-up equity shares of Rs. 10 each for every Nine existing fully paid-up equity shares of Rs. 10 each held.

Fixed Deposit

The Company has neither accepted nor invited any deposit from public, within the meaning of Section 58A of the Companies Act, 1956 and Rules made there under.

Achievements:

Your Company has been awarded accreditation from National Accreditation Board for Testing and Calibration Laboratories (NABL) for its Power Transformer Testing Laboratory situated at its Moraiya Plant in respect of Electrical Testing. This is the highest recognition of competence given by the Department of Science and Technology, Government of India.

Postal Ballot

The Board of Directors at its meeting held on 2 May, 2014 had recommended to transact certain business though Postal Ballot. For the purpose of conducting the Postal ballot exercise Mr. Tapan Shah, (FCS) Practicing Company Secretary was appointed as scrutinizer who will submit his report on 10th September, 2014 which will be declared by the Chairman of the Company at the registered office of the Company.

Associates Portfolio

During the year 2013-14, Savas Engineering Company Pvt. Ltd. has achieved Total Revenue of Rs. 1,213.03 Lacs and posted loss after tax of Rs. 131.52 Lacs. The main activities of the Company are to manufacture various equipment''s for transformers manufacturing like vacuum plants etc.

Subsidiary Companies

The Company has three subsidiaries namely Transweld Mechanical Engineering Works Limited (wholly owned subsidiary), TARIL Infrastructure Limited (wholly owned subsidiary) and Transpares Limited (51 % holding). A statement pursuant to Section 212 of the Companies Act, 1956 is attached to the Accounts.

In terms of general exemption granted by Ministry of Corporate Affairs vide General Circular No.2/2011 dated 08th February, 2011, under section 212(8) of the Companies Act, 1956, the Audited Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of our subsidiaries need not to be attached with the Balance Sheet of the Company subject to complying with the certain conditions. These documents will be made available upon request by any member of the Company interested in obtaining the same. However as directed by Central Government, the brief financial details of the subsidiaries have been furnished under "Financial details of Subsidiary Companies" forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes financial information of its subsidiaries. These documents will also be available for inspection during business hours at our registered office. The details of the accounts of individual subsidiary Companies are available on the website of the Company.

Directors

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Satyen Mamtora will retire in the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board of Directors recommends his re-appointment.

The Board has re-appointed Mr. Vinod Masson, Executive Director of the Company w.e.f 11 April, 2014 for further period upto 30 June, 2015 subject to approval of shareholders at General Meeting of the Company.

The term of Mrs. Karuna Mamtora, as an Executive Director of the Company is going to expire on 31st March, 2015- The Directors are seeking re-appointment of Mrs. Mamtora as an Executive Director retiring by rotation for a period of 3 years w.e.f. 1st April, 2014.

Details of Director seeking re-appointment as required under Clause 49(VI) of the Listing Agreements are provided in the Notice forming part of this Annual Report. Their re-appointments are appropriate and in the best interest of the Company.

Impending notification of Section 149 and other applicable provisions of the Companies Act, 2013, your directors are seeking appointment of Mr. Rajendra Shah, Mr. Harish Rangwala, Mr. Bhaskar Sen and Mr. Sureshchandra Agarwal as Independent Directors for five consecutive years for a term upto 31st March, 2019. Details of proposal for appointment of Mr. Shah, Mr. Rangwala, Mr. Sen and Mr. Agarwal are mentioned in Explanatory Statement under Section 102 of the Companies Act, 2013 of the Notice of the 20th Annual General Meeting.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Change in legislation governing Companies in India

During the year under review, the provisions of the new Companies Act have been made effective replacing the Companies Act of 1956 vintage by the induction of the Companies Act, 2013. The Government has notified 287 sections out of total 470 sections which cover all the material provisions of the new Companies Act, 2013.

However, as clarified by the Ministry of Corporate Affairs, the provisions of Companies Act, 1956 would remain applicable in respect of financial accounts, auditor''s report and directors'' report thereon for the financial year ended on 31st March, 2014.

Change in Nomenclature of Committees and enhanced their scope

Pursuant to the introduction of the Companies Act, 2013 and the rules there under, the Nomenclature of the Shareholders Grievance Committee has been changed to "Stakeholders Grievance and Relationship Committee" and the nomenclature of Remuneration Committee has been changed to "Nomination and Remuneration Committee".

The scope of terms of reference/scope for Audit Committee has been enhanced in line with the provisions of Section 177 of the Companies Act, 2013 with additional scope on vigil mechanism, safeguards against victimization of persons who use such mechanism, direct access to Chairperson of audit committee in appropriate or exceptional cases etc.

Vigil Mechanism

The provisions of section 177 (9) and (10) of the Companies Act, 2013 mandates every listed Company to establish vigil mechanism for directors and employees to report genuine concern in such manner as may be prescribed. We are pleased to report that your Company had already formulated such mechanism. The Company had, pursuant to the provisions of the corporate governance voluntary guidelines, 2009 read with clause 49 of the listing agreement, framed and adopted the Whistle Blower Policy on 28th January, 2014. The provisions of the said policy, provided for adequate safeguards against the victimization of persons who use such mechanism and make provisions for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company have at their meeting held on 2 May, 2014, approved revised whistle blower policy to be in line with the provisions of Companies Act ,2013 read with the listing agreement.

Any director or employee of the Company, who observes any Unethical Behavior or Improper Practices or Wrongful Conduct and/or financial or non-financial malpractices or non- compliance with legal requirements concerning the Company, is free to report to the specified officer in the mode as provided in the policy.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors confirm that:

a) In preparation of annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors have 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 for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the year ended 31st March, 2014 on going concern basis.

Insurance

Assets of your Company are adequately insured against various perils.

Corporate Governance

As stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on "Corporate Governance" as well as "Management Discussion and Analysis" confirming compliance, is set out in the Annexure forming part of this report. A Certificate from Practicing Company Secretary regarding compliance with Corporate Governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

Auditors

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmadabad (Firm Registration No. 117365W), will retire at conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received a written certificate from Auditors stating their appointment, if made, would be within the prescribed limit under Section 139(1) of the Companies Act, 2013 and the Rules made there under. The Board, on the recommendation of the Audit Committee, has also proposed that M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmadabad, be re-appointed as Auditors of the Company. Your Directors request you to reappoint the Auditors to hold the office from the conclusion of the 20th AGM to the conclusion of the 23 AGM (subject to ratification of the appointment by the members at every AGM held after this AGM) and fix their remuneration.

Auditors Report

The Auditors'' Report on the accounts of the Company for the accounting year ended 31st March, 2014 is self-explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

Personnel

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975 is forming part of this report. However, as permitted by Section 219(i)(b)(iv) of the said Act, this Annual Report being sent to all shareholders excluding the said information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988.

The particulars as prescribed under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosures of the Particulars in Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings & expenditure are set out in Annexure I to this Report.

Cost Auditor

Your Company has appointed M/s Rajendra Patel & Associates, Cost Accountants, Ahmedabad, as Cost Auditor of your Company to audit the cost accounts related to the Company''s product Electric Transformer for the financial year 2013-2014. As per Section 148 read with Companies (Audit & Auditors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the Board of Directors of your Company has appointed M/s. Rajendra Patel & Associates, Cost Accountants as the Cost Auditor of your Company for the financial year 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 70,000/- (Rupees Seventy Thousand only) excluding out of pocket expenses, if any. -The Cost Audit report for the financial year 2012-13 was filed within the due date. The due date for submission of the Cost Audit Report for the year 2013-14 is within 180 days from 31st March, 2014.

Corporate Social Responsibility

The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education, health, safety and environment aspects.

As per the Companies Act, 2013 all the Companies having net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more or a net profit of Rs. 5 Crores or more during any financial year will be required to constitute a Corporate Social Responsibility Committee of the Board of Directors comprising three or more director, at least one of whom will be an Independent Director.

Aligning with the guidelines, your Company has constituted a Corporate Social Responsibility Committee comprising of Mr. Jitendra Mamtora, Chairman & Wholetime Director, Mrs. Karuna Mamtora, Executive Director and Mr. Rajendra Shah, Independent Director of the Company. The CSR Committee is responsible for formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the Corporate Social Responsibility Policy and recommending the amount to be spent on CSR activities.

Internal Audit

M/s. Sanjay Vastupal & Co, Chartered Accountants, Ahmedabad has been internal auditors of the Company. Internal auditors are appointed by the Board of Directors of the Company on a yearly basis, based on the recommendation of the Audit Committee. The Internal Auditor reports their findings on the internal audit of the Company, to the Audit Committee on a quarterly basis. The scope of internal audit is approved by the Audit Committee.

Secretarial Audit

As a good governance practice and as provided under the provisions of Companies Act, 2013, the Company needs yearly secretarial audit report from a Practicing Company Secretary. The Company has appointed Mr. Tapan Shah, Practicing Company Secretary to conduct Secretarial Audit for the current financial year.

Acknowledgment

Your Directors would like to express their 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 executives, staff and workers of the Company.

Place: Ahmedabad By Order of the Board of Directors

Date : 2nd May, 2014 Jitendra U. Mamtora

Chairman


Mar 31, 2012

The Directors have pleasure in presenting the 18th Annual Report on the business and operations together with the Audited accounts for the year ended 31st March, 2012. The performance of the Company for the year ended on 31st March, 2012 is summarized below:

Financial Highlight

(Rs in Lacs)

Particulars Standalone 2011-12 2010-11

Net Revenue form Operation 51,215.06 53,684.10

Other Income 666.23 709.91

Total Revenue 51,881.29 54,394.01

Cost of Raw Material Consumed 42,469.22 44,416.58

(Increase)/Decrease in Stock of Finished Goods & Process Stock (34.76) (3,285.17)

Manufacturing Expenses 2,327.39 1,951.08

Employee Benefits Expense 1,654.28 1,607.48

Finance Costs 818.06 440.99

Depreciation & Amortisation 611.36 579.41

Other Expenses 2,717.46 2,800.69

Total Expenses 50,563.01 48,511.06

Profit/(Loss) before Tax 1,318.28 5,882.95

Tax Expense 399.98 1,871.91

Net Profit after Tax 918.30 4,011.04

Dividend

Your Directors considered it prudent to conserve the resources of the Company to sustain future growth and as such have not recommend any dividend for the year 2011-12.

Review of operations

For the year ended 31st March, 2012, your Company has reported standalone revenue and net profit after taxation of Rs 51,881.29 Lacs and Rs 918.30 Lacs respectively. As compared to previous year's revenue it has reduced by 4.60 % and net profit after taxation has reduced by 77.10 %.

MVA Production

During the year 2011-12, Your Company has manufactured 13,206 MVA, out of which Changodar unit produce 348 transformers totaling 5,228 MVA, Moraiya unit produce 66 transformers totaling 7,281 MVA & Odhav unit produce 247 transformers totaling 697 MVA.

Consolidated financial statements

Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India are attached herewith this Annual Report.

Order Book

As on 30th April, 2012, the Company has Order Book position of Rs 60,700 Lacs. The table below indicates the division of our order book between our business segments:

(Rs in Lacs)

Type of Transformers MVA Order Book %

Power Transformer 19,360 54,289 89%

Distribution Transformer 278 1,763 3%

Furnace/Rectifier Transformer 199 2,189 4%

Export 503 2,459 4%

Total 20,340 60,700 100%

Exports

During the year, the Company has achieved export sales of Rs 4,735.68 Lacs.

Fixed deposit

The Company has neither accepted nor invited any deposit from public, within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder.

Awards

The Company has received "Best Equipment Supplier" Award from Gujarat Energy Transmission Company Limited (GETCO) for the FOURTH consecutive year. It indicates that we are very much on track with respect to our endeavor to satisfy the stakeholders by providing the timely deliveries & prompt after sales service in growing and profitable environment.

"Group" for Inter se Transfer of shares

As required under Clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practice Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 13 of the aforesaid SEBI Regulation are given in Annexure II forms part of this Annual Report.

Associates Portfolio

During the year 2011-12, Savas Engineering Company Pvt. Ltd. has achieved Sales of Rs 1,308.73 Lacs and posted profit before tax of Rs 30.17 Lacs. The main activities of the Company is to manufacture various equipment for transformers manufacturing like vacuum plants etc.

Subsidiary companies

The Company has two subsidiaries namely Transweld Mechanical Engineering Works Limited (wholly owned subsidiary) and Transpares Limited (51% holding). A statement pursuant to Section 212 of the Companies Act, 1956 is attached to the Accounts. In terms of general exemption granted by Ministry of Corporate Affairs vide letter No.5/12/2007-CL-III dated 8.2.2011, under section 212(8) of the Companies Act, 1956, the Audited Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of our subsidiaries need not to attach with the Balance Sheet of the Company subject to complying with the certain conditions. These documents will be made available upon request by any member of the Company interested in obtaining the same. However, as directed by Central Government, the brief financial details of the subsidiaries have been furnished under "Financial details of Subsidiary Companies" forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes financial information of its subsidiaries. These documents will also be available for inspection during business hours at our registered office. The details of the accounts of individual subsidiary companies are available on the website of the Company.

Directors

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sureshchandra Agarwal & Mrs. Karuna Mamtora, Directors of the Company who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

Mr. Vinod Masson, qualified as Bachelor Electrical Engineer from VJTI Mumbai, has 40 years of rich experience in Power Sector in Indian and Global Markets. Looking at his past experience and expertise knowledge, the Board of Directors has appointed him as an Executive Director designated as Director-Strategy of the Company for a period of 1 year w.e.f. 11th April, 2012.

Details of the Directors seeking appointment/reappointment as required under Clause 49(VI) of the Listing Agreements are provided in the Notice forming part of this Annual Report.

None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 274(1)(g) of the Companies Act, 1956.

Directors' responsibility statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors confirm that:

a) In preparation of annual accounts for the year ended 31st March, 2012, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The directors have 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 for preventing and detecting fraud and other irregularities;

d) The directors have prepared the annual accounts for the year ended 31st March, 2012 on going concern basis.

Insurance

Assets of your Company are adequately insured against various perils.

Corporate Governance

As stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on "Corporate Governance" as well as "Management Discussion and Analysis Report" confirming compliance, is set out in the Annexure forming part of this report. A Certificate from Practicing Company Secretary regarding compliance with corporate governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

Auditors

The Statutory Auditors of the Company, M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad (Firm Registration No. 117365W), will retire at conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for reappointment for the year 2012-13.

The Company has received a written certificate from Auditors stating their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 for the year 2012-13. The Board, on the recommendation of the Audit Committee, has also proposed that M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad, be reappointed as Auditors of the Company.

Your Directors request you to reappoint the Auditors for the current year and fix their remuneration.

Auditors report

The Auditors' Report on the accounts of the Company for the accounting year ended 31st March, 2012 is self explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

Personnel

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, forming part of this report.

However, as permitted by Section 219(i)(b)(iv) of the said Act, this Annual Report being sent to all shareholders excluding the said information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Particulars required to be furnished by the companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of the Particulars in Report of the Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption are set out in Annexure I to this Report.

Cost Auditor

The Company has appointed M/s. Rajendra Patel & Associates, Cost Accountants, Ahmedabad to audit the cost accounts related to the Company's product Electric Transformer for the year 2012-13. The Company has received a written certificate stating their appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 for the year 2012-13.

Corporate social responsibility

The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education, health, safety and environment aspects.

Acknowledgment

Your Directors would like to express their 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 executives, staff and workers of the Company.

By order of the Board of directors

Place : Ahmedabad Jitendra U. mamtora

date : 30th April, 2012 chairman


Mar 31, 2011

The Directors have pleasure in presenting the 17th Annual Report and Audited Accounts for the year ended 31st March, 2011.

Financial Highlights

(Rs in Lacs)

Particulars Standalone

2010-2011 2009-2010

Turnover 53,356.84 51,509.95

Other Income 1,345.44 810.60

Total Income 54,702.28 52,320.55

EBIDTA 6,874.29 8,373.70

Interest & Finance charges 411.93 470.38

Depreciation & Amortization 579.41 441.06

PROFIT BEFORE TAX 5,882.95 7,462.26

Taxation 1,871.91 2,511.38

NET PROFIT AFTER TAX 4,011.04 4,950.88

Appropriations:

Transferred to General Reserve 500.00 500.00

Balance carried to Balance Sheet 14,940.83 12,174.35

Dividend

Your Directors recommend a dividend of 50% i.e. Rs. 5/- per Equity Share of Rs. 10/- each for the year 2010-2011 (Previous year 50% i.e. Rs. 5/- per Equity Share), subject to approval of shareholders at the 17th Annual General Meeting.

Review of Operations

For the year ended 31st March, 2011, your Company has reported standalone turnover and net profit after taxation of Rs.53,356.84 Lacs and Rs. 4,011.04 lacs respectively. As compared to previous years turnover, it is up by 3.59% and net profit after taxation is down by 18.98%.

MVA Production

During the year, Company has produced 13,527 MVA, out of which Changodar unit produced 276 transformers totaling 7,424 MVA, Moraiya unit produced 50 transformers totaling 5,503 MVA & Odhav unit produced 187 transformers totaling 600 MVA.

Plans and Prospects

Your Company has tied with ZTR, Ukraine to manufacture & supply 765 kv class transformers to PGCIL. The Company is likely to get an order for 765 kV class transformers. Your Company has plans to manufacture such transformer at its Moraiya plant. Apart from this your Company has signed MOU with PGCIL to develop 1200 kV class transformer.

Consolidated Financial Statements

Consolidated Financial Statements pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India are attached herewith this Annual Report.

Order Book

As on 22.4.2011, the Company has Order Book position of Rs. 32,860 Lacs. The table below indicates the division of order book between business segments:

(Rs in Lacs)

Type of Transformers MVA Order Book %

Power Transformer 6,253 21,587 65.70

Distribution Transformer 254 1,821 5.54

Furnace/Rectifier Transformer 462 4,928 15.00

Export 780 4,524 13.76

Total 7,749 32,860 100%

Exports

During the year, the Company has achieved export sales of Rs. 6,392.67 Lacs as against Rs. 6,618.01Lacs last year.

Fixed Deposit

The Company has neither accepted nor invited any deposit from public, within the meaning of Section 58A of the Companies Act, 1956 and Rules made thereunder.

Awards

The Company was included in Forbes 200 Top performing small & midsize enterprise - revenue under $1 billion, and the selection was on the basis of criteria like profitability, growth, modest indebtedness and future prospects. The Company has also received "Best Equipment Supplier" Award from Gujarat Engery Transmission Company Limited (GETCO) for the third time consecutively. It indicates that we are very much on track with respect to our endeavour to satisfy the stakeholders by providing the timely deliveries & prompt after sales service in growing and profitable environment.

Group for Inter se Transfer of Shares

As required under Clause 3(1)(e) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 persons constituting "Group" (within the meaning as defined in the Monopolies and Restrictive Trade Practice Act, 1969) for the purpose of availing exemption from applicability of the provisions of Regulation 10 to 13 of the aforesaid SEBI Regulation are given in Annexure II forms part of this Annual Report.

Associate Portfolio

During the year 2010-2011, Savas Engineering Company Pvt. Ltd. has achieved Sales of Rs. 1,583.08 Lacs and posted profit before tax of Rs. 47.30 Lacs. The main activity of the Company is to manufacture various equipments for transformers manufacturing like vacuum plants etc.

Subsidiary Companies

The Company has two subsidiaries namely Transweld Mechanical Engineering Works Limited (wholly owned subsidiary) and Transpares Limited (51% holding). A statement pursuant to Section 212 of the Companies Act, 1956 is attached to the Accounts.

In terms of general exemption granted by Ministry of Corporate Affairs vide General Circular No. 2/2011 dated 8.2.2011, under section 212(8) of the Companies Act, 1956, the Audited Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of our subsidiaries need not to be attached with the Balance Sheet of the Company subject to complying with the certain conditions. These documents will be made available upon request by any member of the Company interested in obtaining the same. However, the brief financial details of the subsidiaries have been furnished under "Financial details of Subsidiary Companies" forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company includes financial information of its subsidiaries. These documents will also be available for inspection during business hours at our registered office. The details of the accounts of individual subsidiary companies are available on the website of the Company.

Directors

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and Articles of Association of the Company, Mr. Rajendra Shah & Mr. Bhaskar Sen, Directors of the Company who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

The Board of Directors at its meeting held on 22nd April, 2011 appointed Mr. Jitendra Mamtora as Chairman (Whole-time Director) and Mr. Satyen Mamtora as Managing Director w.e.f. from 28th April, 2011. However, there was no change in terms & conditions of remuneration payable to them which was previously approved by the members at 16th Annual General Metting held on 28th July 2010.

Details of the Directors seeking appointment/reappointment as required under Clause 49(VI) of the Listing Agreements are provided in the Notice forming part of this Annual Report. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 274(1)(g) of the Companies Act, 1956.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, the Directors confirm that:

a) In preparation of annual accounts for the year ended 31st March, 2011, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors have 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 for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts for the year ended 31st March, 2011 on going concern basis.

Insurance

Assets of your Company are adequately insured against various perils.

Corporate Governance

As stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on "Corporate Governance" as well as "Management Discussion and Analysis" confirming compliance, is set out in the Annexure forming part of this report. A Certificate from Practicing Company Secretary regarding compliance with corporate governance norms stipulated in Clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

Auditors

The term of appointment of M/s. C.C. Chokshi & Co., Chartered Accountants, Ahmedabad, (Firm Reg. No.101876W) as a Statutory Auditor will expire at the ensuing Annual General Meeting. The Company propose the appointment of M/s. Deloitte Haskins & Sells, Ahmedabad (Firm Registration No. 117365W) as its Statutory Auditor at the ensuing Annual General Meeting. M/s. C. C. Chokshi & Co., Chartered Accountants, Ahmedabad, (Firm Reg. No.101876W) has expressed their unwillingness to be appointed as a Satutory Auditors of the Company.

The Company has received a written certificate from M/s. Deloitte Haskins & Sells, Ahmedabad (Firm Registration No. 117365W) to the effect that the appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 for the year 2011-12.

The Audit Committee at their meeting held on 22nd April, 2011 has recommended the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad (Firm Registration No. 117365W) as Statutory Auditors of the Company for the year 2011-12.

Auditors Report

The Auditors Report on the accounts of the Company for the accounting year ended 31st March, 2011 is self explanatory and do not call for further explanations or comments that may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

Personnel

The information required under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, forming part of this report.

However, as permitted by Section 219(i)(b)(iv) of the said Act, this Annual Report being sent to all shareholders excluding the said information. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Particulars required to be furnished by the Companies (Disclosure of particulars in the report of the Board of Directors) Rule, 1988

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of the Particulars in Report of the Board of Directors) Rules, 1988 relating to conservation of energy and technology absorption are set out in Annexure-I to this Report.

Corporate Social Responsibility

The Company is contributing to sustainable development by its economic activities combined with the fulfillment of its social responsibilities relating to the education, health, safety and environment aspects.

Acknowledgement

Your Directors wish to convey their thanks for the support & co-operation to all Companys valued customers, suppliers, bankers, business partners and all departments of Government.

The Directors also acknowledge & appreciate all employees for the hard work, dedication & contribution made without which the good result would not have been possible.

By Order of the Board of Directors

Place : Ahmedabad Jitendra Mamtora

Date : 22nd April, 2011 Chairman & Managing Director

 
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