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Directors Report of Voltamp Transformers Ltd.

Mar 31, 2023

Your Directors have pleasure in presenting the 56th Directors'' Report and Financial Statements for the Financial Year ended 31st March, 2023.

FINANCIAL RESULTS:

(Rs. in Lakhs)

PARTICULARS

2022-2023

2021-2022

Net Sales and Service Income

138510.41

112720.90

Profit before Finance cost and Depreciation

27095.18

18193.59

Finance Cost

89.04

79.68

Depreciation

969.35

793.19

Profit Before Tax*

26036.79

17320.72

Current Tax

6091.82

3807.68

Deffered Tax

(56.88)

229.25

Income Tax of earlier year

7.57

—

Net profit after Tax before comprehensive loss

19994.28

13283.79

Other Comprehensive Loss / Income

54.73

44.59

Net Profit after Tax

20049.01

13328.38

* Includes profit (gain) of ? 17.08 crores towards appreciation in value of investment (Marked to Market adjustment) (Previous year: ? 19.24 crore).

PERFORMANCE REVIEW & STATE OF THE COMPANY AFFAIRS:

OPERATIONS:

In the year under review, the Company has posted a ever highest sales and service revenue of ? 1385.10 crores as compared to ? 1127.20 crore in the previous year. The sales in term of volume increased to 11883 MVA as compared to 11137 MVA in the previous year. The Profit Before Tax (PBT) increased to ? 260.36 crores, as compared to ? 173.20 crores in the previous year and Profit After Tax (PAT) increased to ? 200.49 crores, as compared to ? 133.28 crores in the previous year.

The year gone by commenced with unprecedented volatility in commodity prices owing to the Russia-Ukraine conflict: ended with weak global outlook, characterized by a fear of recession, high inflation and high interest rates. Fortunately, in the second half the situation eased. The management team took necessary proactive measures to mitigate and delivered targeted volume production.

The policy decision taken at the beginning of the year to focus on short cycle order business helped to deliver robust performance during FY:2022-23 with the highest ever sales and service revenue and also operating profit, with timely payment realisation, despite some production loss due to delay in concluding wage revision agreement with Savli based contract workmen.

Results for the FY:2022-23 are exceptionally better than budgeted numbers, in view of higher volume dispatches, saving in material cost with softening of commodity prices and also liquidation of critical raw material i.e. CRGO lamination (imported), kept as buffer stock post Russia-Ukraine crisis to meet emergency need.

Reflecting on the Company''s stellar performance, the Board of Directors declared a final dividend of Rs.60 per equity share on face value of Rs.10 per share. As a result, the benefits of growth are shared, and the focus remains on value creation for all stakeholders.

The financial year 2023-2024 started with an order backlog of '' 602.66 crores (5859 MVA). During the period October 2022 to February 2023, the Company remain cautious in booking new orders for Savli factories in view of delay in concluding wage revision agreement with workman employed through contractors. This will partly impact sales revenue in first Quarter of FY:2023-24.

During the FY:22-23 Corporate India has remained relatively resilient despite the slowdown in the global economy and uncertainties in the financial system. Going forward, business outlook looks stable, aided by steady growth in domestic demand, deleveraged balance sheets, easing of commodity cost pressures and the Government''s thrust on infrastructure spending. However key monitorable is the prolonged slowdown in global demand, unexpected spill overs from the Russia-Ukraine war and emerging uncertainties in the global financial system. The order booking tempo is expected to continue except inflationary pressures leading to steep interest rate hike, forcing corporates to defer CAPEX.

For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the Annual Report given in Annexure-IV.

SAVLI FACTORIES OPERATIONS:

Wage revision settlement with contract workmen at Savli factories prolonged and got amicably concluded during March 23 without altering business model of the Company. With that capacity utilisation remain suboptimal for 2 months period in Q3 and the management remain cautious for booking new orders during the period October 2022 to January 2023 resulting in lower order opening volume as on 01st April, 2023 for Savli factories. This will impact partially first quarter revenue in FY:23-24. However order booking resumed from March 2023 with full speed and Savli factories operations are back to normal.

DIVIDEND:

Your Directors take pleasure in recommending payment of dividend @ 400% (i.e. '' 40 per share). In addition, the Directors also recommended payment of one time special dividend @200% (i.e. '' 20 per share) to commemorate successful completion of 60 years in transformer business. With that total dividend recommended is 600%, i.e. '' 60.00 per equity share of '' 10 each, for the year ended 31st March, 2023. The Dividend Distribution Policy of the Company has been posted on the website of the Company (https://www.voltamptransformers.com/index.php/dashboard/policies).

AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES :

The Company has made no transfer to reserves during the financial Year 2022-23.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the financial year 2022-23.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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:

During the year 2022-23 no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company has no Subsidiary/Joint Ventures/Associate Companies. Further, the Policy determining "material" subsidiaries has been posted on the website of the Company i.e. https://www.voltamptransformers.com/index.php/dashboard/policies .

DEPOSITS:

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, Chapter V of the Companies Act, 2013 relating to acceptance of deposits is not applicable and hence, no detail of the deposit is given in the report.

SHARE CAPITAL:

During the year under review, the Company has neither issued any securities nor has taken any Corporate Action for cancellation of issues securities, hence, there is no change in share capital structure of the Company.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

The unclaimed dividend amount aggregating to '' 1,65,100 for the financial year ended on 31st March, 2015 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended 31st March, 2023, pursuant to Section 124 of the Companies Act, 2013. During the year Company has also transferred shares on which dividend remained unclaimed and unpaid for a period of consecutive seven years pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto by the Ministry of Corporate Affairs, Government of India.

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

The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure - I forming part of this report.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees and the Disclosure pertaining to remuneration and other details are set out in the Annexure - II to the Directors'' Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Directors'' Report is being sent to the shareholders without this Annexure. Shareholders interested in obtaining a copy of the Annexure may write to the Company Secretary at the Company''s Registered Office. The information is also available for inspection at the corporate office during working hours up to the date of the Annual General Meeting.

CORPORATE GOVERNANCE:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is given in Annexure - III along with certificate from M/s. CNK & Associates LLP, Chartered Accountant (FRN : 101961W),confirming compliance with the requirement of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

STATUTORY AUDITORS:

At the 55th Annual General Meeting held on 12th August 2022, M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), were reappointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the year 2027.

The Report issued by M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), Statutory Auditor for FY 2022-23 does not contain any qualification, reservation, adverse remark or disclaimer.

The Auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for FY: 2022-23 is enclosed to the Director''s Report.

COST AUDITORS:

The Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s Y.S. Thakar & Co., Cost Accountants (Firm Registration No.000318) as Cost Auditor of the Company, for the Financial year ending 31st March, 2024, at a remuneration as mentioned in the Notice convening the 56th AGM and same is recommended for your consideration and ratification.

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained. The Company has filed the Cost Audit Report for F.Y. 2021-22 on 23rd August, 2022, which is within the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS:

In accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. J. J. Gandhi & Company, Practicing Company Secretaries, Vadodara, to conduct the Secretarial Audit of the Company for the year ended 31st March, 2023. The Secretarial Auditor has submitted their report which is appended to this Report as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

AUDIT COMMITTEE :

The Company has an Audit Committee pursuant to the requirements of the Act read with the Rules framed thereunder and LODR. Powers and role of the Audit Committee are included in Corporate Governance Report forming part of this report.

COMMITTEES OF THE BOARD:

The details of all Committees and their terms of reference are set out in the Corporate Governance Report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify & evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The internal control systems are commensurate with the nature, size and complexity of the business of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Kunjal L. Patel (DIN: 00008354), whose term was expiring on 14th March, 2022, was reappointed as Vice Chairman and Managing Director of the Company by the Board of Directors of the Company at their meeting held on 31st January, 2022 for a further period of five (5) years commencing from 15th March 2022 to 14th March, 2027 subject to approval of shareholders. The shareholders of the Company had approved said reappointment by requisite majority through postal ballot on 15th April, 2022.

During the year 2022-23, Smt. Paulomi J. Lashkari (DIN: 00274468) resigned from office with effect from 2nd June, 2022 due to preoccupancy with other family commitments, and Shri Rajendra C. Patel (DIN: 01681826) resigned from office with effect from 27th July, 2022 due to advancement of age and preoccupancy with other family commitments.

Shareholders of the Company with requisite majority through postal ballot, had approved appointment of Ms. Visha S. Suchde (DIN: 05209312) and Shri Jabal C. Lashkari (DIN: 00216994) as Independent Woman Director and Independent Director respectively for the term of five years commencing from 20th June, 2022 upto 19th June, 2027. Date of resolution passed through postal ballot is 31st July, 2022.

Shri Shailesh P. Prajapati is appointed as Chief Financial Officer of the Company with effect from 25th May, 2022.

Apart from this, there is no change in Directors and Key Managerial Personnel of the Company, during the year 2022-23.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:

Shri Kanubhai S. Patel (DIN:00008395), Chairman & Managing Director of the Company is liable to retire by rotation at this 56th AGM, pursuant to section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and being eligible, has offered himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval of shareholders of the Company at this AGM.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that 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 31st March, 2023 and of the profit of the company for that period;

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

(d) that Financial Statements have been prepared on a going concern basis;

(e) that internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and are operating effectively. and

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term and are not liable to retire by rotation.

Each Independent Director has given written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also submitted a declaration that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review, four Meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meetings are mentioned in the report on the Corporate Governance annexed hereto.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure - VI to this Report. The Policy has been posted on the website of the Company (http://www.voltamptransformers.com/ pdf/nomination_remuneration_policy.pdf)

ANNUAL EVALUATION BY THE BOARD:

The evaluation framework for assessing the performance of Board including the individual Directors are based on certain key measures, viz. Attendance of Board Meetings and the Committee Meetings, qualitative contribution in deliberations on agenda items, long term view in the inputs regarding development and sustainability of the Company and consideration of shareholders and other stakeholders'' interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation. The Board of Directors has expressed their satisfaction to the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no guarantees and securities given in respect of which provision of Section 186 of the Act are applicable. Provision of Section 186 in respect of loans and advances given and investment made have been complied with by the Company. Details of the same is available in notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1):

There are no contracts or arrangements entered into with related parties fall under the scope of section 188(1) of the Companies Act 2013, except payment of managerial remuneration to Managing Directors.

Further, the policy on Related Party Transactions duly approved by the Board of Directors of the Company has been posted on the website of the Company. (http://www.voltamptransformers.com/pdf/related_party_transactions_policy.pdf)

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee is constituted by the Board of Directors, pursuant to Section 135 of the Companies Act, 2013 and CSR policy has also been framed by the Board as per the said Section and the Rules made thereunder. The Policy on CSR has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/ corporate_social_responsibility_policy.pdf).

The details about initiatives taken by the Company on Corporate Social Responsibility during the year is appended at Annexure - VII of the report.

ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company can be accessed at https://www.voltamptransformers.com/index.php/dashboard/others

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,to report genuine concerns of Directors and Employees. The Policy has been posted on the website of the Company https://www.voltamptransformers.com/index.php/dashboard/policies. Further, we affirmed that no personnel have been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

As stipulated under the listing Regulations, the Business Responsibility & Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached in the format prescribed as Annexure VIII and forms integral part of the Annual Report.

SECERETARIAL STANDARD:

The Company comply with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support & co-operation extended during the year by the Company''s customers, business associates, vendors, bankers, investors, Govt. authorities & other Stakeholders.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

For and on behalf of the Board

Place : Vadodara Kanubhai S. Patel

Date :25th May, 2023 Chairman & Managing Director

DIN:00008395


Mar 31, 2022

Your Directors have pleasure in presenting the 55th Directors'' Report and Financial Statements for the Financial Year ended 31st March, 2022.

FINANCIAL RESULTS:

('' in lakhs)

PARTICULARS

2021-2022

2020-2021

Net Sales and Service Income

112720.90

69230.99

Profit before Finance cost and Depreciation

18194.52

14991.46

Finance Cost

79.68

60.21

Depreciation

794.12

885.15

Profit Before Tax*

17320.72

14046.10

Current Tax

3807.68

2481.74

Deferred Tax

229.25

252.39

Income Tax of earlier year

—

90.29

Net profit after Tax before comprehensive loss

13283.79

11221.68

Other Comprehensive Loss

44.59

(100.14)

Net Profit after Tax

13328.38

11121.54

* Includes profit (gain) of '' 19.24 crores towards appreciation in value of investment (Marked to Market adjustment) (Previous year : '' 32.28 crore).

PERFORMANCE REVIEW & STATE OF THE COMPANY AFFAIRS:

A) OPERATIONS :

In the year under review, the Company has posted a highest ever sales and service revenue of '' 1127.20 crores as compared to '' 692.30 crore in the previous year. The sales in term of volume increased to 11137 MVA as compared to 8729 MVA in the previous year reflecting stability of operations in uncertain market conditions. The Profit Before Tax (PBT) increased to '' 173.20 crores, as compared to '' 140.46 crores in the previous year and Profit After Tax (PAT) increased to '' 133.28 crores, as compared to '' 111.21 crores in the previous year.

The operating performance for the year under review was in line with the Company''s business plan to improve revenue and volume. During the year, the Company delivered excellent performance with highest-ever sales in its vibrant history. Despite of challenging macro economic environment driven by volatile raw material price environment, higher crude prices and supply chain uncertainties , the Company has reported its highest ever revenue, EBIDTA and PAT. Cost of major

raw materials have steeply gone up through the year. On the back of continued plant efficiency by the operational team supported with measures like effective material handling, cost reductions, tightly controlling inventory and receivables, the Company was able to build on the present robust realizations in revenue and volume terms supported by healthy cash flow.

Reflecting on the Company''s stellar performance, the Board of Directors declared a final dividend of '' 35 per equity share on face value of '' 10 per share. This is notably higher than dividends declared in the previous years. As a result, the benefits of growth are shared, and the focus remains on value creation for all stakeholders.

The financial year 2022-2023 started with an order backlog of '' 605.49 crores (6209 MVA).

The Company expects current demand momentum to sustain in the near term due to economic expansion, rise in Government and private capital expenditure.

Although factors on the demand front are holding up well, there are multiple cost headwinds. The geo-political situation has aggravated the supply-chain issues, leading to sharp rise in RM prices as well as negative impact on RM availability. Costs related to logistics and freight have substantially gone up, putting tremendous pressure on margins and cashflow. Overall, pricing pressure to remain continue in the industry.

For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the Annual Report given in Annexure-IV.

B) COMPLETION OF AMALGAMATION OF KUNJAL INVESTMENTS PRIVATE LTD WITH VOLTAMP TRANSFORMERS LTD:

The process of amalgamation of Kunjal Investments Private Limited (KIPL) with Voltamp Transformers Limited (VTL), got completed during the year 2021-22. Subsequent to approval of the Scheme by requisite majority by shareholders, secured creditors and unsecured creditors of the Company vide their NCLT convened meetings held on 27th April, 2021, the order of the Hon''ble National Company Law Tribunal (NCLT) Ahmedabad bench, pronounced on 16th August, 2021, approving the scheme of amalgamation (Scheme), was filed with Registrar of Companies through form INC-28 on 20th August 2021, from which Scheme is considered as effective.

Consequent upon amalgamation, equity share holding of 4344474 equity shares of Kunjal Investments Private Limited in the Company was cancelled and the promoters of Kunjal Investments Private Limited, Mr. Kunjal L Patel and Mrs. Taral K Patel, were allotted 43,23,835 and 20,639 equity shares of the Company, respectively. The listing permission of the Stock Exchange for the said shares have been received.

DIVIDEND:

The Board of Directors has recommended a dividend of '' 35 per equity share having face value of '' 10 each, subject to the approval of the members at the 55th Annual General Meeting ("AGM"). In the previous year, the Company had paid a Dividend of '' 25 per equity share of '' 10 each. The Dividend Distribution Policy of the Company has been posted on the website of the Company (https://www.voltamptransformers.com/index.php/dashboard/policies).

AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES :

The Company has made no transfer to reserves during F.Y. 2021-22.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the financial year 2021-22.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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:

During the year 2021-22 no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company has no Subsidiary/Joint Ventures/Associate Companies. Further, the Policy determining "material" subsidiaries has been posted on the website of the Company i.e. https://www.voltamptransformers.com/index.php/dashboard/policies .

DEPOSITS:

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, Chapter V of the Companies Act, 2013 relating to acceptance of deposits is not applicable and hence, no detail of the deposit is given in the report.

SHARE CAPITAL:

During the year under review, the Company has neither issued any securities nor has taken any Corporate Action for cancellation of issues securities, hence, there is no change in share capital structure of the Company. Except those, on approval of scheme of amalgamation of Kunjal Investments Private Limited with Voltamp Transformers Limited, equity share holding of 43,44,474 equity shares by Kunjal Investments Private Limited in the Company was cancelled and the promoters of Kunjal Investments Private Limited, Mr. Kunjal L Patel and Mrs. Taral K Patel, were allotted 43,23,835 and 20,639 equity shares of the Company, respectively.

TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND:

The unclaimed dividend amount aggregating to '' 1,46,220 for the financial year ended on 31st March, 2014 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended 31st March, 2022, pursuant to Section 124 of the Companies Act, 2013. During the year Company has also transferred shares on which dividend remained unclaimed and unpaid for a period of consecutive seven years pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto by the Ministry of Corporate Affairs, Government of India.

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

The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in Annexure - I forming part of this report.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees and the Disclosure pertaining to remuneration and other details are set out in the Annexure - II to the Directors'' Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Directors'' Report is being sent to the shareholders without this Annexure. Shareholders interested in obtaining a copy of the Annexure may write to the Company Secretary at the Company''s Registered Office. The information is also available for inspection at the corporate office during working hours up to the date of the Annual General Meeting.

CORPORATE GOVERNANCE:

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is given in Annexure -III along with certificate from M/s. CNK & Associates LLP, Chartered Accountant (FRN : 101961W), confirming compliance with the requirement of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

STATUTORY AUDITORS:

At the 50th Annual General Meeting held on 12th August, 2017, M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the year 2022.

M/s. CNK & Associates LLP, Chartered Accountants (FRN: 101961W) are eligible to be reappointed for a further term of 5 (five) years, in terms of provisions of sections 139 & 141 of the Act. Accordingly, the Board of Directors of the Company at their meeting held on 25th May, 2022, on recommendation of the Audit Committee and subject to approval of the shareholders at ensuing AGM have approved reappointment of M/s. CNK & Associates LLP, Chartered Accountants (FRN: 101961W), as Statutory Auditors of the Company, for a further period of 5 (five) years from the conclusion of 55th AGM.

The Report issued by M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), Statutory Auditor for FY 2021-22 does not contain any qualification, reservation, adverse remark or disclaimer.

The Auditor''s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for FY: 2021-22 is enclosed to the Director''s Report.

COST AUDITORS:

The Board of Directors, on recommendation of the Audit Committee, has re-appointed M/s Y.S. Thakar & Co., Cost Accountants (Firm Registration No.000318) as Cost Auditor of the Company, for the Financial year ending 31st March, 2023, at a remuneration as mentioned in the Notice convening the 55th AGM and same is recommended for your consideration and ratification.

The maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is required by the Company and accordingly such accounts and records are made and maintained. The Company has filed the Cost Audit Report for F.Y. 2020-21 on 23rd August, 2021, which is within the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014. The Report does not contain any qualification, reservation or adverse remark or disclaimer.

SECRETARIAL AUDITORS:

In accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s. J. J. Gandhi & Company, Practicing Company Secretaries, Vadodara, to conduct the Secretarial Audit of the Company for the year ended 31st March, 2022. The Secretarial Auditor has submitted their report which is appended to this Report as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

AUDIT COMMITTEE :

The Company has an Audit Committee pursuant to the requirements of the Act read with the Rules framed thereunder and LODR. Powers and role of the Audit Committee are included in Corporate Governance Report forming part of this report.

COMMITTEES OF THE BOARD:

The details of all Committees and their terms of reference are set out in the Corporate Governance Report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify & evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The Risk Management Policy of the Company has been posted on the website of the Company (https://www.voltamptransformers.com/index.php/dashboard/policies).

The internal control systems are commensurate with the nature, size and complexity of the business of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year 2021-22, at 54th AGM of the Company, shareholders of the Company with requisite majority had approved appointment of Smt. Paulomi J Lashkari (DIN: 00274468) and Shri Rajendra Chhotalal Patel (DIN: 01681826) as Independent Woman Director and Independent Director respectively for the term of five years commencing from 14th August, 2020 upto 13th August, 2025.

At 54th AGM, shareholders of the Company had also approved appointment of Smt. Taral K. Patel (DIN: 00023066) as nonexecutive director of the Company.

Further, Shri Kunjal L. Patel, whose term was expiring on 14th March, 2022, was reappointed as Vice Chairman and Managing Director of the Company by the Board of Directors of the Company at their meeting held on 31st January, 2022 for a further period of five (5) years commencing from 15th March, 2022 to 14th March, 2027 subject to approval of shareholders. The shareholders of the Company has approved said reappointment by requisite majority through postal ballot on 15th April, 2022.

Further, during the year 2021-22, Shri Ashish S. Patel, Non - Executive Independent Director of the Company, resigned from his office on 22nd February, 2022, Shri Vallabh N. Madhani, Whole Time Director & Chief Financial Officer (CFO), retired from his office on 31st March, 2022 and Shri Shailesh P. Prajapati is appointed as CFO of the Company with effect from 25th May, 2022.

Apart from this, there is no change in Directors and Key Managerial Personnel of the Company, during the year 2021-22.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:

Smt. Taral K. Patel, None Executive Director of the Company is liable to retire by rotation at this 55th AGM, pursuant to section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and being eligible, has offered herself for re-appointment. Appropriate resolution for her reappointment is being placed for the approval of shareholders of the Company at this AGM.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134(3) (c) of the Companies Act, 2013, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) that 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 31st March, 2022 and of the profit of the company for that period;

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

(d) that Financial Statements have been prepared on a going concern basis;

(e) that internal financial controls to be followed by the company have been laid down and that such internal financial controls are adequate and are operating effectively. and

(f) that proper systems to ensure compliance with the provisions of all applicable laws are in place and that such systems are adequate and operating effectively.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term and are not liable to retire by rotation.

Each Independent Director has given written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also submitted a declaration that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, pursuant to Regulation 25 of the Listing Regulations.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year under review, five Meetings of the Board of Directors were held. The details of the attendance of Directors at the Board Meetings are mentioned in the report on the Corporate Governance annexed hereto.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure - VI to this Report. The Policy has been posted on the website of the Company (http://www.voltamptransformers.com/ pdf/nomination_remuneration_policy.pdf)

ANNUAL EVALUATION BY THE BOARD:

The evaluation framework for assessing the performance of Board including the individual Directors are based on certain key measures, viz. Attendance of Board Meetings and the Committee Meetings, qualitative contribution in deliberations on agenda items, long term view in the inputs regarding development and sustainability of the Company and consideration of shareholders and other stakeholders'' interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation. The Board of Directors has expressed their satisfaction to the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no guarantees and securities given in respect of which provision of Section 186 of the Act are applicable. Provision of Section 186 in respect of loans and advances given and investment made have been complied with by the Company. Details of the same is available in notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1):

There are no contracts or arrangements entered into with related parties fall under the scope of section 188(1) of the Companies Act 2013, except payment of managerial remuneration to Managing Directors and Whole-time Director.

Further, the policy on Related Party Transactions duly approved by the Board of Directors of the Company has been posted on the website of the Company. (http://www.voltamptransformers.com/pdf/related_party_transactions_policy.pdf)

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee is constituted by the Board of Directors,pursuant to Section 135 of the Companies Act, 2013 and CSR policy has also been framed by the Board as per the said Section and the Rules made thereunder. The Policy on CSR has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/ corporate_social_responsibility_policy.pdf).

The details about initiatives taken by the Company on Corporate Social Responsibility during the year is appended at Annexure - VII of the report.

ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Act, Annual Return of the Company can be accessed at https:// www.voltamptransformers.com/index.php/dashboard/others

VIGIL MECHANISM /WHISTLE BLOWER POLICY:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,to report genuine concerns of Directors and Employees. The Policy has been posted on the website of the Company https:// www.voltamptransformers.com/index.php/dashboard/policies. Further, we affirmed that no personnel have been denied access to the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.

BUSINESS RESPONSIBILITY REPORT:

As stipulated under the listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached in the format prescribed as Annexure VIII and forms integral part of the Annual Report.

SECERETARIAL STANDARD:

The Company comply with all applicable secretarial standards issued by the Institute of Company Secretaries of India.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the continued support & co-operation extended during the year by the Company''s customers, business associates, vendors, bankers, investors, Govt. authorities & other Stakeholders.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

For and on behalf of the Board

Place : Vadodara Kanubhai S. Patel

Date :25th May, 2022 Chairman & Managing Director


Mar 31, 2018

The Directors have pleasure in presenting the 51st Directors'' Report and Financial Statements for the Financial Year ended 31stMarch,2018.

WORKING RESULTS:

(Rs. in Lacs)

PARTICULARS

2017-2018

2016-2017

Sales & Services Income (Including Excise Duty)

65,164.87

66,781.16

Less: Excise Duty

-1262.93

-5687.63

Net Sales and Service Income

63901.94

61093.54

Profit before Finance cost and Depreciation

10,669.64

9,915.45

Finance Cost

55.74

51.15

Depreciation

599.50

581.72

Profit Before Tax

10,014.40

9,282.58

Current Tax

2,610.67

2,300.00

Deferred Tax

55.36

-238.41

Net profit after Tax before comprehensive loss

7,348.37

7,220.99

Other Comprehensive Loss

-10.94

-34.80

Net Profit after Tax

7,337.43

7,186.19

PERFORMANCE REVIEW:

During the year under review, the Company has achieved net sales and service revenue of'' 639.01 Crores (excluding excise duty) as compared to Rs.610.93 crores in the previous year. The Profit Before Tax (PBT) increased to Rs.100.14 crores, as compared to Rs.92.82 crores in the previous year and Profit After Tax (PAT) increased to Rs.73.37 crores, as compared to Rs.71.86 crores in the previous year.

The Company has been able to sustain and marginally grow sales and service revenue and also profit despite major challenges encountered post GST implementation by Company''s major customers in contracting/ EPC segment. This lead to less than optimum utilization of production capacity during July to October period. Further, last two years increased momentum of wind and solar sector projects execution slowed down from July 2017 onwards adversely impacted planned volume growth. However, timely action by the Company management to address this challenge could ensure better margin realization. Increasing commodity and oil prices in last 4 months is area of major concern.

The financial year 2018-2019 started with an order backlog of Rs. 326.42 crores (5185.32 MVA) with sign of slow revival in Corporate CAPEX in select industries.

During the year, the Company''s dedicated efforts towards timely collection of receivables has resulted in better liquidity position. The Company''s efforts continued to have timely realization of receivables, which remain a challenging task.

For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the Annual Report given in Annexure-IV.

DIVIDEND:

The Directors recommend payment of dividend @ 150 %, i.e. Rs.15 per equity share of Rs. 10 each on 1,01,17,120 equity shares, for the year ended March 31, 2018.

INDIAN ACCOUNTING STANDARD (INDAS):

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Hence, previous years'' figures have been regrouped and reclassified, wherever considered necessary to confirm the figures represented in the current period.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the financial year 2017-18.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNA LS IMPACTING THE GOING CONCERN STATUS A ND COMPANYS OPERATIONS IN FUTURE:

During the year 2017-18 no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Your Company has no Subsidiary/Joint Ventures/Associate Companies.

DEPOSITS:

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, Chapter V of the Companies Act, 2013 relating to acceptance of deposits is not applicable and hence, no detail of the deposit is given in the report.

SHARE CAPITAL:

During the year under review, the Company has neither issued any securities nor has taken any Corporate Action for cancellation of issues securities, hence, there is no change in share capital structure of the Company.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

The unclaimed dividend amount aggregating to Rs.1,07,288 for the financial year ended on 31st March, 2010 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended March 31, 2018, pursuant to Section 124 of the Companies Act, 2013.

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

The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure - I

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the employees for their valuable contribution to the working of the Company.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees and the disclosure pertaining to remuneration and other details are set out in the Annexure – II to the Directors'' Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Directors'' Report is being sent to the shareholders without this Annexure. Shareholders interested in obtaining a copy of the Annexure may write to the Company Secretary at the Company''s Registered Office.

CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance is given in Annexure –III along with certificate from M/s. CNK& Associates LLP, Chartered Accountant (FRN: 101961W), confirming compliance with the requirement of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is given in Annexure - IV

STATUTORY AUDITORS:

At the 50th Annual General Meeting held on 12th August 2017, M/s. CNK& Associates LLP, Chartered Accountant (FRN : 101961W), were appointed as Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the year 2022. In terms of the section 139 of the Companies Act 2013, the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. CNK & Associates LLP, Chartered Accountant, as statutory auditors of the Company, is placed for ratification by shareholders.

COST AUDITORS:

Pursuant to provisions of section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. Y. S.Thakar & Co., Cost Accountants as the Cost Auditors and remuneration payable to them, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2019. The Company has received a letter from M/s. Y. S. Thakar &Co., Cost Accountant, Vadodara showing their willingness to be appointed as a cost Auditors stating that they are not disqualified under section 148(5) read with section 141(3) of the Companies Act, 2013.

SECRETARIAL AUDITORS:

The Board of Directors of the Company has appointed M/s. J. J. Gandhi & Company, Practicing Company Secretaries, Vadodara, to conduct the Secretarial Audit, pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and their report, viz. Secretarial Audit Report in Form MR-3 is appended to this Report as Annexure V.

STATUTORY AUDITORS’REPORT & SECRETARIAL AUDITORS’REPORT:

Neither the statutory auditors nor the Secretarial Auditors of the Company, in their respective reports, have made any qualifications, reservations or adverse remarks.

RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The internal control systems are commensurate with the nature, size and complexity of the business of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year, there is no change in Key Managerial Personnel of the Company.

REAPPOINTMENT OF DR. (SMT) NEELABEN A SHELAT AS AN INDEPENDENT DIRECTOR:

The Board of Directors of the Company by circular resolution dated 12th March, 2018, reappointed Dr. (Smt) Neelaben A Shelat as a Non-Executive Independent Directors of the Company for the term of five years starting from 18.03.2018 to 17.03.2023. Appropriate resolution for the reappointment of Dr. (Smt) Neelaben A Shelat as an Independent Director of the Company is being placed for the approval of shareholders of the Company at this AGM. The brief resume and other related information has been detailed in the Notice convening 51st AGM of the Company.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-A PPOINTMENT:

Shri Kanubhai S Patel, Chairman and Managing Director is liable to retire by rotation at this 51st AGM, pursuant to section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and being eligible have offered himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval of shareholders of the Company at this AGM.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

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

(b) that 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) proper and sufficient care has been taken 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) annual accounts have been prepared on a going concern basis; and

(e) internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term and are not liable to retire by rotation.

In accordance with Section 149(7) of the Act, each Independent Director has given written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and SEBI Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD:

The Company has complied with the provisions for holding Board Meetings and the gap between any two meetings did not exceed 120 days. During the financial year under review, four Board Meetings were held, on 15th May, 2017, 12th August, 2017,14th November, 2017, and 13th February, 2018.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure - VIto this Report. The Policy has been uploaded on the Company''s website and can be accessed at the weblink (http://www.voltamptransformers.com/pdf/nomination remuneration policy.pdf)

ANNUAL EVALUATION BY THE BOARD:

The evaluation framework for assessing the performance of Board including the individual Directors are based on certain key measures, viz. Attendance of Board Meetings and the Committee Meetings, qualitative contribution in deliberations on agenda items, long term view in the inputs regarding development and sustainability of the Company and consideration of shareholders and other stakeholders'' interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation. The Board of Directors has expressed their satisfaction to the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

There are no loans, guarantees or investments falling under section 186 of the Companies Act, 2013. However, investments not falling under purview of this, made by the Company are given in the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1):

There are no contracts or arrangements entered into with related parties, except payment of managerial remuneration to Whole-time Directors (MDs). Further, the policy on Related Party Transactions duly approved by the Board of Directors of the Company has been uploaded on the Company''s website and can be accessed at the weblink (http:// www.voltamptransformers.com/pdf/related_party_transactions_policy.pdf)

CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors, pursuant to Section 135 of the Companies Act, 2013 and CSR policy has also been framed by the Board as per the said Section and the Rules made thereunder. The Policy on CSR has been uploaded on the Company''s website and can be accessed at the weblink (http://www.voltamptransformers.com/pdf/corporate_social_responsibility_policy.pdf).

The details about initiatives taken by the Company on Corporate Social Responsibility during the year is appended at Annexure – VII of the report.

EXTRACT OF ANNUAL RETURN:

Extract of Annual Return in FormMGT-9 as on 31.03.2018 is appended to this Report as Annexure VIII.

WHISTLE BLOWER POLICY:

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been uploaded on the Company''s website and can be accessed at the weblink (http:// www.voltamptransformers.com/pdf/whistle_blower_policy.pdf).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to convey their thanks to all the Company''s valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and patronage to the Company.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Vadodara KANUBHAI S. PATEL

Date : May 10, 2018 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2017

The Directors have pleasure in presenting the 50th Annual Report and Financial Statements for the Financial Year ended 31st March, 2017.

WORKING RESULTS:

(Rs. in Lacs)

PARTICULARS

2016-2017

2015-2016

Sales & Services Income

60937.70

56330.32

Profit before Financial Charges and Depreciation

9727.91

6570.77

Financial Charges (Bank Charges)

47.17

43.91

Depreciation

581.72

597.77

Profit before Taxation

9099.02

5929.09

Provisions for Taxation : Current Tax

2300.00

1550.00

Deferred Tax

2.14

(18.92)

Net Profit for the year

6796.88

4398.01

Add: Previous years'' surplus

1441.92

1066.01

Profits available for appropriation:

8238.80

5464.02

Appropriation there from:

A. Proposed Dividend

1517.57

1264.64

B. Dividend Tax on above

----

257.46

C. General Reserve

----

2500.00

D. Surplus

----

1441.92

8238.80

5464.02

DIVIDEND:

The Directors recommend payment of dividend @ 150%, i.e. Rs.15 per equity share of Rs.10 each on 1,01,17,120 equity shares, for the year ended March 31, 2017.

PERFORMANCE REVIEW:

During the year under review, the Sales and Other Income in monetary terms increased by about 10% to Rs.651.45 crores as compared to Rs.591.58 crores in the previous year. The Company has recorded its best ever performance in MVA term, achieving sales volume of 10189 MVA, as compared to 9202 MVA in the previous year, a growth of 10% compare to previous year. The Profit Before Tax (PBT) increased to Rs.90.99 crores, as compared to Rs.59.29 crores in the previous year and Profit After Tax (PAT) increased to Rs.67.97 crores, as compared to Rs.43.98 crores in the previous year.

The Company has been able to maintain its growth momentum both in terms of volume and margins for the second year in a row. Volatility in the Domestic as well as International market of principal raw materials had been a constant challenge for the Management to execute fixed price orders at budgeted cost and maintain the margins. The Company could avail some benefits out of falling material prices and better discipline in selecting orders along with scaling up volume help greatly to improve margin. The Company''s dependence on TRANSCOs (erstwhile SEBs) business during the year come down drastically.

The financial year 2017-2018 started with an order backlog of Rs.293.48 crores (4622.38 MVA) with sign of slow revival in Corporate CAPEX in select industries.

During the year, the Company''s dedicated efforts towards timely collection of receivables has resulted in better liquidity position. The Company''s efforts continued to have timely realization of receivables, which remain a challenging task.

For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the Annual Report given in Annexure-IV.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND :

The unclaimed dividend amount aggregating to '' 2,12,700 for the financial year ended on 31st March, 2009 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended March 31, 2017, pursuant to Section 124 of the Companies Act, 201 3.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account created by the IEPF authority. Accordingly, the company has transferred the unclaimed and unpaid dividends. Further, the corresponding shares will be transferred as per the requirements of the IEPF rules.

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

The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure - I.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory barring contract labour of Savli factory staying away from works for about 4-6 weeks. The Board thanks all the Employees for their valuable contribution to the working of the Company.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees and the Disclosure pertaining to remuneration and other details are set out in the Annexure - II to the Directors'' Report. However, as per the provisions of Section 136(1) of the Companies Act, 201 3, the Directors'' Report is being sent to the shareholders without this Annexure. Shareholders interested in obtaining a copy of the Annexure may write to the Company Secretary at the Company''s Registered Office.

CORPORATE GOVERNANCE:

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance is given in Annexure -III along with certificate from M/s. Chandulal M. Shah & Co., Chartered Accountants confirming compliance with the requirement of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is given in Annexure - IV.

DIRECTORS''RESPONSIBILITY STATEMENT UNDER SECTION 134 (5) OF THE COMPANIES ACT, 2013:

The Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

2) Such accounting policies have been selected and consistently applied and judgments and estimates 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, 2017 and of the profit of the Company for the year ended on that date;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) Annual accounts have been prepared on a going-concern basis;

5) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per the applicable provisions of the Companies Act, 2013, Shri Vallabh N Madhani, retire by rotation, and being eligible offers himself for reappointment. Further, since the tenure of appointment of Shri Kunjalbhai L. Patel as a Vice Chairman and Managing Director of the Company, has expired on 14.03.2017, he has been re-appointed as a Vice Chairman and Managing Director, liable to retire by rotation, for a further period of five (5) years, w.e.f. 15.03.2017, by the Board of Directors at their meeting held on 13th February, 2017, subject to approval of the shareholders.

During the year, there is no change in Key Managerial Personnel of the Company.

AUDITORS:

M/s Chandulal M. Shah & Co. are the retiring Auditors and will hold office up to the forthcoming Annual General Meeting of the Company. Under Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) , it is mandatory for the Company to rotate the statutory auditors on completion of the maximum term permitted under the said Section. Maximum permitted tenure of M/s Chandulal M. Shah & Co. will end on the date of ensuing Annual General Meeting of the Company. Therefore, to comply with the said provisions, it is necessary to appoint other firm as a statutory Auditors in place of Chandulal M. Shah & Co. ,retiring Auditors. The Company has received a letter from CNK & Associates LLP, Chartered Accountants (Firm Registration No. 101961W), C-201/202, Shree Siddhi Vinayak Complex, Opp. Railway station, Faramji Road, Alkapuri, Vadodara 390005, showing their willingness to be appointed as statutory Auditors of the Company and they also confirmed that their appointment will be within the limits specified under Section 139 of the Companies Act, 2013. The Board of Directors of the Company at their meeting held on 15th May, 2017, on the recommendations of Audit Committee and subject to approval of shareholders at the ensuing Annual General Meeting, recommend the appointment of CNK & Associates LLP, Chartered Accountants as statutory auditors of the Company. CNK & Associates LLP will hold office for a period of 5 (five) consecutive years from the conclusion of the 50th Annual General Meeting of the Company till the conclusion of the 55th Annual General Meeting to be held in the year 2022, subject to the approval of shareholders of the Company. The first year of audit will be of the financial statements for the year ending March 31, 2018 which will include audit of the quarterly financial statements for the year.

COST AUDITORS:

Pursuant to provisions of section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. Y. S. Thakar & Co., Cost Accountants as the Cost Auditors and remuneration payable to them, to conduct the audit of the cost records of the Company for the financial year ending March 31, 2018. The Company has received a letter from M/s. Y. S. Thakar & Co., Cost Accountant, Vadodara showing their willingness to be appointed as a cost Auditors stating that they are not disqualified under section 148(5) read with section 141 (3) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. J. J. Gandhi & Company, Practicing Company Secretaries, Vadodara, to conduct the Secretarial Audit, pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and their report, viz. Secretarial Audit Report in Form MR-3 is appended to this Report as Annexure V.

NUMBER OF MEETINGS OF THE BOARD

The Company has complied with the provisions for holding Board Meetings and the gap between any two meetings did not exceed 120 days. During the financial year under review, four Board Meetings were held, viz. on 30th May, 2016, 12th August, 2016, 09th November, 2016, and 13th February, 2017.

INDEPENDENT DIRECTORS

The Independent Directors hold office for a fixed term and are not liable to retire by rotation.

In accordance with Section 149(7) of the Act, each Independent Director has given written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and SEBI Regulations, 2015.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure - VI to this Report. The Policy has been posted on the website of the Company (http:// www.voltamptransformers.com/pdf/nomination_remuneration_policy.pdf)

COMMENTS ON STATUTORY AUDITORS''REPORT & SECRETARIAL AUDITORS''REPORT

Neither the statutory auditors nor the Secretarial Auditors of the Company, in their respective reports, have made any qualifications, reservations or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There are no loans, guarantees or investments falling under section 186 of the Companies Act, 2013. However, investments not falling under purview of this, made by the Company are given in the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

There are no contracts or arrangements entered into with related parties, except payment of managerial remuneration to Whole-time Directors (MDs). Further, the policy on Related Party Transactions duly approved by the Board of Directors of the Company has been posted on the website of the Company. (http://www.voltamptransformers.com/pdf/ related_party_transactions_policy.pdf)

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The internal control systems are commensurate with the nature, size and complexity of the business of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors, pursuant to Section 135 of the Companies Act, 2013 and CSR policy has also been framed by the Board as per the said Section and the Rules made there under. The Policy on CSR has been posted on the website of the Company (http:// www.voltamptransformers.com/pdf/corporate_social_responsibility_policy.pdf).

The details about initiatives taken by the Company on Corporate Social Responsibility during the year is appended at Annexure - VII of the report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 as on 31.03.2017 is appended to this Report as Annexure VIII.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Board including the individual Directors are based on certain key measures, viz. Attendance of Board Meetings and the Committee Meetings, qualitative contribution in deliberations on agenda items, long term view in the inputs regarding development and sustainability of the Company and consideration of shareholders and other stakeholders'' interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation. The Board of Directors has expressed their satisfaction to the evaluation process.

WHISTLE BLOWER POLICY

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Rules made thereunder to report genuine concerns of Directors and Employees. The Policy has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/ whistle_blower_policy.pdf).

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to convey their thanks to all the Company''s valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and patronage to the Company.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Vadodara KANUBHAI S. PATEL

Date : May 15, 2017 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2015

To,

The Members

VOLTAMP TRANSFORMERS LIMITED

Makarpura, Vadodara - 390014, Gujarat.

The Directors have pleasure in presenting the 48th Annual Report and Financial Statements for the Financial Year ended 31st March, 2015.

WORKING RESULTS: (Rs. in Lacs) PARTICULARS 2014-2015 2013-2014

Sales & Services Income 51,688.75 44,477.50

Profit before Financial Charges and Depreciation 4,091.15 4,171.30

Financial Charges (Bank Charges) 30.03 36.70

Depreciation 721.79 713.26

Profit before Taxation 3,339.33 3,421.34

Provisions for Taxation : Current Tax 875.00 825.00

Excess Provision of earlier years written back (252.27) -

Deferred Tax (124.73) (32.58)

Net Profit for the year 2,841.33 2,628.92

Add: Previous years'' surplus 957.91 1,012.64

Profits available for appropriation: 3,799.24 3,641.56

Appropriation therefrom:

A. Proposed Dividend 1011.71 1,011.71

B. Dividend Tax on above 207.15 171.94

C. General Reserve 1,500.00 1,500.00

D Surplus 1,066.01 957.91

E. Adjustment of Depreciation 14.37 -

3,799.24 3,641.56

DIVIDEND:

The Directors recommend payment of dividend @ 100 %, i.e. Rs. 10 per equity share of Rs. 10 each on 10117120 equity shares, for the year ended March 31,2015.

PERFORMANCE REVIEW:

During the year under review, the Sales and Other Income in monetary terms marginally increased to Rs. 538.01 crores as compared to Rs. 471.52 crores in the previous year. The sales in terms of volume increased to 8389 MVA as compared to 6628 MVA in the previous year. The Profit Before Tax (PBT) was reduced to Rs. 33.39 crores as compared to Rs. 34.21 crores in the previous year and Profit After Tax (PAT) increased marginally to Rs. 28.41 crores as compared to Rs. 26.29 crores in the previous year.

The performance for the year under review was in line with the Company''s business plan to improve volume, but margin could not keep pace with improved volume, due to volatility in input material prices and severe competition in market. Profit margins remained very low, due to intense price war amongst organized sector manufacturers because of over capacity in the Industry. Margins were also affected due to volatility in currency exchange rates, affecting input cost which is based on import origin raw material.

The financial year 2015-16 also started with lower order backlog of Rs. 193.52 crores (3484 MVA). The enquiry level increased a bit, but decision making remained slow and the orders are booked on fixed price basis to feed the factories.

Receivables position has little bit improved compared to last year but timely realization of receivables remains still challenging area.

However, with the new Government at the Center taking firm decisions on policy framework related issues, it is expected that the position will improve gradually, over a period of next 12-18 months time.

For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the Annual Report given in Annexure-IV.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND :

The unclaimed dividend amount aggregating to Rs. 4,19,560 for the financial year on 31st March, 2007 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended March 31,2015, pursuant to Section 205C of the Companies Act, 1956 (the relevant Section under the Companies Act, 2013 is yet to be notified).

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

The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure - I.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees and the Disclosure pertaining to remuneration and other details are set out in the Annexure - II to the Directors'' Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, the Directors'' Report is being sent to the shareholders without this Annexure. Shareholders interested in obtaining a copy of the Annexure may write to the Company Secretary at the Company''s Registered Office.

CORPORATE GOVERNANCE:

In line with requirement of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance is given in Annexure - III along with certificate from M/s. Chandulal M. Shah & Co., Chartered Accountants confirming compliance with the requirement of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is given in Annexure - IV.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134 (5) OF THE COMPANIES ACT, 2013:

The Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

2) Such accounting policies have been selected and consistently applied and judgments and estimates 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, 2015 and of the profit of the Company for the year ended on that date;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) Annual accounts have been prepared on a going-concern basis;

5) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Shri Arvind N. Shelat has resigned from the office of Independent Director of the Company, due to advancement of his age and Shri Kewalkrishna G. Tuli has resigned from the office of Independent Director of the Company, due to advancement of his age and other pre-occupation. The members of the Board expressedtheir gratitude for the valuable services rendered by Shri Arvind N. Shelat and Shri Kewalkrishna G. Tuli.

To comply with the composition of the Board of Directors requirement as per section 149 and section 152 of the Companies Act, 2013 and the rules made thereunder and the applicable provisions of the Listing Agreement, Shri Hemant P. Shaparia, has been appointed as an Additional Director (Independent) and Dr. (Mrs.) Neela A. Shelat has been appointed as an Additional Director (Independent), also complying the requirement of woman director on the Board. Both Shri Hemant P. Shaparia and Dr. (Mrs.) Neela A. Shelat shall hold office upto the date of ensuing Annual General Meeting. In terms of the said provisions, the Company has received requisite notice in writing from a member proposing appointment of Shri Hemant P. Shaparia as an Independent Director for five (5) consecutive years effective from 18th March, 2015 to 17th March, 2020. The Company has also received requisite notice in writing from a member proposing appointment of Dr. (Mrs.) Neela A. Shelat as an Independent Director for three (3) consecutive years effective from 18th March, 2015 to 17th March, 2020.

As per the applicable provisions of the Companies Act, 2013, Shri Kanubhai S. Patel, retire by rotation, and being eligible offers himself for reappointment. Further, since the tenure of appointment of Shri Kanubhai S. Patel as a Chairman and Managing Director of the Company, has expired on 10.02.2015, he has been re-appointed as a Chairman and Managing Director, liable to retire by rotation, for a further period of five (5) years, w.e.f. 11.02.2015, by the Board of Directors at their meeting held on 9th February, 2015, subject to approval of the shareholders.

Independent Directors who did not complete their term at the earlier 47th Annual General Meeting, have been continued to hold office till the expiry of their term, as per the provisions of the Companies Act, 1956 and therefore, Shri Vasantlal L. Patel, who is an Independent Director, is eligible for retire by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956. As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a fixed term upto five (5) consecutive years (effective from FY 2013-14) and shall not be liable to retire by rotation. In terms of the said provisions, the Company has received requisite notice in writing from a member proposing appointment of Shri Vasantlal L. Patel as an Independent Director for three (3) consecutive years i.e. upto 13th August, 2018.

The Company has received declaration from all the Independent Directors of the Company, viz. Shri Vasantlal L. Patel, Shri Hemant P. Shaparia and Dr. (Mrs.) Neela A. Shelat confirming that they meet with the criteria of independence as prescribed under the Companies Act, 2013 and clause 49 of the listing agreement.

All the directors being appointed or re-appointed, have confirmed that they are not disqualified from being appointed as Directors in terms of section 164 of the Companies Act, 2013.

During the year, there is a change in Key Managerial Personnel of the Company, viz. Mr. V. N. Madhani, has been appointed as Chief Financial Officer from his earlier position of Vice President (Commercial) and Company Secretary and Mr. Achal Thakkar has been appointed as a Company Secretary from his earlier position of Asst. Company Secretary.

AUDITORS:

The present Auditors of the Company M/s. Chandulal M. Shah & Co. are retiring at the forthcoming Annual General Meeting of the Company and are eligible for reappointment. The Company has received the requisite certificate from them pursuant to Section 139 and 141 of the Companies Act, 2013 and rules framed thereunder, confirming their eligibility for re-appointment as Auditors of the Company.

COST AUDITORS:

Pursuant to provisions of section 148 of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, The Board, on the recommendation of the Audit Committee, has approved the appointment of M/s. Y. S. Thakar & Co.,

Cost Accountants as the Cost Auditors and remuneration payable to them, to conduct the audit of the cost records of the Company for the financial year ending March 31,2016. The Company has received a letter from M/s. Y. S. Thakar & Co., Cost Accountant, Vadodara showing their willingness to be appointed as a cost Auditors and stating that they are not disqualified under section 148(5) read with section 141(3) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. J. J. Gandhi & Company, Practising Company Secretaries, Vadodara, to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and their report, viz. Secretarial Audit Report in Form MR-3 is appended to this Report as Annexure V.

NUMBER OF MEETINGS OF THE BOARD

The Company has complied with the provisions for holding Board Meetings and the gap between any two meetings did not exceed 120 days. During the financial year under review, five Board Meetings were held, viz. on 6th May, 2014, 14th August, 2014, 10th November, 2014, 9th February, 2015 and 18th March, 2015.

INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company as on date are Shri Vasantlal L. Patel, Shri Hemant P. Shaparia and Dr. (Mrs.) Neela A. Shelat and the Company has received confirmation / declarations from the Independent Directors of the Company under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Policy ofthe Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and remuneration of Key Managerial Personnel and other employees of the Company pursuant to sub-section (3) of section 178, is appended as Annexure - VI to this Report. The Policy has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/nomination & remuneration policy.pdf).

COMMENTS ON STATUTORY AUDITORS'' REPORT & SECRETARIAL AUDITORS'' REPORT

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective reports, have made any qualifications, reservations or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There are no loans, guarantees or investments falling under section 186 of the Companies Act, 2013. However, investments not falling under purview of this, made by the Company are given in the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

There are no contracts or arrangements entered into with related parties, except payment of managerial remuneration to Whole-Time Directors (MDs). Further, the policy on Related Party Transactions duly approved by the Board of Directors of the Company has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/ related party transactions policy.pdf).

AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

Amount proposed to be transferred to Reserves is Rs. 15.00 crores.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage.

The internal control systems are commensurate with the nature, size and complexity of the business of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors of the Company at their meeting held on 14th August, 2014, pursuant to Section 135 of the Companies Act, 2013 and CSR policy has also been framed by the Board as per the said section and the rules made thereunder. The Policy on CSR has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/corporate social responsibility policy.pdf).

The details about initiatives taken by the Company on Corporate Social Responsibility during the year is appended at Annexure - VII of the report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 as on 31.03.2015 is appended to this Report as Annexure VIII.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Board including the individual Directors are based on certain key measures, viz. Attendance of Board Meetings and the Committee Meetings, qualitative contribution in deliberations on agenda items, long term view in the inputs regarding development and sustainability of the Company and consideration of shareholders and other stakeholders'' interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation. The Board of Directors has expressed their satisfaction to the evaluation process.

WHISTLE BLOWER POLICY

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors of the Company at their meeting held on 10th November, 2014, pursuant to Section 177 of the Companies Act, 2013 and the rules made thereunder and Clause 49 of the Listing Agreement, to report genuine concerns of Directors and Employees. The Policy has been posted on the website of the Company. The Policy has been posted on the website of the Company (http:// www.voltamptransformers.com/pdf/whistle blower policy.pdf).

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

The Company has in place an Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to convey their thanks to all the Company''s valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and patronage to the Company.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Vadodara KANUBHAI S. PATEL Date :20th May, 2015 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2014

The Members

VOLTAMP TRANSFORMERS LIMITED

Makarpura, Vadodara – 390014, Gujarat.

The Directors have pleasure in presenting the 47th Annual Report and Accounts for the Financial Year ended 31st March, 2014.

WORKING RESULTS:

(Rs. in Lacs)

PARTICULARS 2013-2014 2012-2013

Sales & Services Income 44477.50 51550.24

Profit before Financial Charges and Depreciation 4171.30 5419.78

Financial Charges (Bank Charges) 36.70 49.10

Depreciation 713.26 767.47

Profit before Taxation 3421.34 4603.21

Provisions for Taxation : Current Tax 825.00 1375.00

Deferred Tax (32.58) (61.63)

Net Profit for the year 2628.92 3289.84

Add: Previous years'' surplus 1012.64 998.28

Profits available for appropriation: 3641.56 4288.12

Appropriation therefrom:

A. Proposed Dividend 1011.71 1517.57

B. Dividend Tax on above 171.94 257.91

C. General Reserve 1500.00 1500.00

D. Surplus 957.91 1012.64

3641.56 4288.12

DIVIDEND:

The Directors recommend payment of dividend @ 100 %, i.e. Rs. 10 per equity share of Rs. 10 each on 10117120 equity shares, for the year ended March 31, 2014.

PERFORMANCE REVIEW:

During the year under review, in the sluggish market condition, the Company could achieve Sales and Other Income, in monetary terms to Rs. 471.52 crores only as compared to Rs. 535.52 crores in the previous year. The sales in terms of volume reduced to 6628 MVA as compared to 7670 MVA in the previous year. The Profit Before Tax (PBT) was reduced to Rs. 34.21 crores as compared to Rs. 46.03 crores in the previous year and Profit After Tax (PAT) also reduced to Rs. 26.29 crores as compared to Rs. 32.90 crores in the previous year.

The year was even worse than the earlier 2 years and during the year under review, the profitability of the Company come down further, mainly due to intense price war amongst organized sector manufacturers because of over capacity in the Industry. Steep fall in Rupee value vs. US Dollar has substantially eroded available thin margins, as input cost has steeply gone up on import original raw material / components.

The financial year 2014-15 also started with lower order backlog of Rs. 256.41 crores (4481 MVA). The enquiry level remained low and the orders are booked on fixed price basis to feed the factories; with total uncertainty during its execution period, which remain area of major concern. With large unutilized capacity in Industry, aggressive pricing, continuing and highly volatile raw material prices, achieving break-even level remains challenge for the Company. Receivables position has marginally improved compared to last year but timely realization of receivables still remains challenging area. The Company finds it difficult to sustain volume due to very low price realization.

For detailed analysis of the performance, please refer to the Management''s Discussion and Analysis section of the annual report.

DISCLOSURE OF PARTICULARS:

The disclosure of particulars as required by Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - I.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

The statement under sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended and forming part of this report is given in Annexure - II. The said Annexure – II shall, however, be provided to the Members on request to be made to the Company Secretary at the Registered Office of the Company.

CORPORATE GOVERNANCE:

In line with requirement of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance is given in Annexure - III.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is given in Annexure - IV.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

2) Such accounting policies have been selected and consistently applied and judgments and estimates 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 of the Company for the year ended on that date.

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

4) Annual accounts have been prepared on a going-concern basis.

DIRECTORS:

Shri Jagannath S. Aiyar has resigned from the office of Independent Director of the Company, due to advancement of his age and other pre-occupation. The members of the Board expressed their gratitude for the valuable services rendered by Shri Jagannath S. Aiyar.

To comply with the provisions of section 149 and section 152 of the Companies Act, 2013, the Board of Directors, at its meeting held on 06.05.2014, has changed the term of office of Shri K. S. Patel, Chairman and Managing Director and Shri K. L. Patel, Vice Chairman and Managing Director, of the company subject to retirement by rotation instead of not subject to retire by rotation.

As per the applicable provisions of the Companies Act, 2013, Shri Vallabh N. Madhani, Director of the Company retire by rotation, and being eligible offers himself for reappointment.

Shri Kewalkrishna G. Tuli, who is an Independent Director, retires by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956. As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years and shall not be liable to retire by rotation. In terms of the said provisions, the Company has received requisite notice in writing from a member proposing Shri Kewalkrishna G. Tuli for appointment as Independent Director.

Independent Directors who do not complete their term at the ensuing Annual General Meeting, will continue to hold office till the expiry of their term, and thereafter, the said Independent Directors will be eligible for re-appointment for a fixed term, in accordance with the Companies Act, 2013.

The Company has received declaration from all the Independent Directors of the Company, viz. Shri Kewalkrishna G. Tuli, Shri A. N. Shelat and Shri V. L. Patel, confirming that they meet with the criteria of independence as prescribed under the Companies Act, 2013 and clause 49 of the listing agreement.

All the directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of section 164 of the Companies Act, 2013.

AUDITORS:

The present Auditors of the Company M/s. Chandulal M. Shah & Co. are retiring at the forthcoming Annual General Meeting of the Company and are eligible for reappointment.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to convey their thanks to all the Company''s valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and patronage to the Company.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD

Place:Vadodara KANUBHAI S. PATEL

Date :6th May, 2014 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2013

To, The Members of VOLTAMP TRANSFORMERS LIMITED

Makarpura, Vadodara – 390014, Gujarat.

The Directors have pleasure in presenting the 46th Annual Report and Accounts for the Financial Year ended 31st March, 2013.

WORKING RESULTS:

(Rs. in Lacs)

PARTICULARS 2012-2013 2011-2012

Sales & Services Income 51550.24 56980.51

Profit before Financial Charges and Depreciation 5419.78 5717.77

Financial Charges 49.10 47.74

Depreciation 767.47 826.94

Profit before Taxation 4603.21 4843.09

Provisions for Taxation : Current Tax 1375.00 1520.00

Deferred Tax (61.63) (4.52)

Net Profit for the year 3289.84 3327.61

Add: Previous years'' surplus 998.28 1346.50

Profits available for appropriation: 4288.12 4674.11

Appropriation therefrom:

A. Proposed Dividend 1517.57 1011.71

B. Dividend Tax on above 257.91 164.12

C. General Reserve 1500.00 2500.00

D. Surplus 1012.64 998.28 4288.12 4674.11



DIVIDEND:

The Directors recommend payment of dividend @ 100%, i.e. 10/- per equity share. In addition, the Directors also recommend payment of onetime special dividend by Company @ 50%, i.e. 5/- per equity share, to commemorate successful completion of 50 years in the transformer business. With that, total dividend recommended by the Board of Directors is @ 150%, i.e. 15/- per equity share of 10/- each on 10117120 equity shares, for the year ended March 31, 2013.

PERFORMANCE REVIEW:

In the competitive market, the Company was able to achieve Sales and Other Income, in monetary terms for the year to 535.52 crores as compared to 585.26 crores in the previous year. The sales in terms of volume reduced to 7670 MVA as compared to 8991 MVA in the previous year. The Profit Before Tax (PBT) was reduced to 46.03 crores as compared to 48.43 crores in the previous year and Profit After Tax (PAT) remained almost same at 32.90 crores as compared to 33.28 crores in the previous year.

During the year under review, the profitability of the Company remained low, mainly due to stiff competition in view of over capacity in the Transformer Industry and also on account of continuous increase in raw material prices due to currency fluctuation on fixed price contracts. However, compared to our peers in the industry, we have relatively fared better.

The current year has begun with lower order backlog of 245.40 crores (4192 MVA). The enquiry level remained low and the decision making also remained slow, resulting into order booking with wafer-thin margin, due to intense price war amongst manufacturers. It''s a challenge for the Company to manage orders within the budgeted costs in the volatile market. Receivables position has little bit improved compared to last year but timely realization of receivable remain challenging area. The Company finds it difficult to sustain volume due to very low price realization.

For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the annual report.

DISCLOSURE OF PARTICULARS:

The disclosure of particulars as required by Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - I.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

The statement under sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended and forming part of this report is given in Annexure - II. The said Annexure – II shall, however, be provided to the Members on request to be made to the Company Secretary at the Registered Office of the Company.

CORPORATE GOVERNANCE:

In line with requirement of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance is given in Annexure - III.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is given in Annexure - IV.

DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

2) Such accounting policies have been selected and consistently applied and judgments and estimates 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, 2013 and of the profit of the Company for the year ended on that date.

3) Proper and 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 and detecting fraud and other irregularities.

4) Annual accounts have been prepared on a going-concern basis.

DIRECTORS:

Shri Vasantlal L. Patel and Shri Arvind N. Shelat, Directors of the Company retire by rotation, and being eligible offer themselves for reappointment.

Shri Lalitkumar H. Patel, founder and promoter of the Company is retiring from the position of Non-Executive Chairman w.e.f. 17th May, 2013 due to advancement of age. The members of the Board have expressed their gratitude for the long services rendered by Shri Lalitkumar H. Patel. The Board has also placed on record its sincere appreciation for the uninterrupted outstanding services rendered by him and bringing Company to its present position from its modest beginning.

AUDITORS:

The present Auditors of the Company M/s. Chandulal M. Shah & Co. are retiring at the forthcoming Annual General Meeting of the Company and are eligible for reappointment.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to convey their thanks to all the Company''s valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and patronage to the Company.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD

Place :Vadodara KANUBHAI S. PATEL

Date :17th May, 2013 CHAIRMAN & MANAGING DIRECTOR


Mar 31, 2012

To The Members of VOLTAMP TRANSFORMERS LIMITED

Makarpura, Vadodara - 390014, Gujarat

The Directors have pleasure in presenting the 45th Annual Report and Accounts for the Financial Year ended 31st March, 2012.

WORKING RESULTS:

(Rs in Thousand)

PARTICULARS 2011-2012 2010-2011

Sales & Services Income 56,98,051 53,53,394

Profit before Financial Charges and Depreciation 5,71,777 8,48,906

Financial Charges 4,774 5,950

Depreciation 82,694 74,962

Profit before Taxation 4,84,309 767,994

Provisions for Taxation : Current Tax 1,52,000 245,000

Deferred Tax (452) 5,185

Net Profit for the year 3,32,761 517,809

Add: Previous years'surplus 1,34,650 123,019

Profits available for appropriation: 4,67,411 640,828

Appropriation therefrom:

A. Proposed Dividend 1,01,171 91,054

B. Dividend Tax on above 16,412 15,124

C. General Reserve 2,50,000 4,00,000

D. Surplus 99,828 134,650

4,67,411 640,828

DIVIDEND:

The Directors recommend payment of dividend of Rs 10/- per equity share of Rs 10/- each (i.e. 100%) on 10117120 equity shares for the year ended March 31, 2012.

PERFORMANCE REVIEW:

In the competitive market, the Company was able to achieve Sales and Other Income, in monetary terms for the year to Rs 585 crores as compared to Rs 554 crores in the previous year. The sales in terms of volume remained almost same and stood at 8991 MVA as compared to 8973 MVA in the previous year. However, the Profit Before Tax (PBT) was reduced to Rs 48 crores as compared to Rs 77 crores in the previous year and Profit After Tax (PAT) reduced to Rs 33 crores as compared to Rs 52 crores in the previous year. The profitability of the Company was adversely affected largely, due to intense price war amongst manufacturers in view of over capacity in the Industry and also on account of sharp increase in raw material prices on fixed price contracts. The Rupee depreciation against US Dollar has also adversely impacted further during the financial year. However, compared to its peers in industry, profitability of the Company is relatively better though it is on lower side compared to previous year.

The current year has begun with lower order backlog of Rs 295 crores (4736 MVA). The enquiry level has been improved but decision making is very very slow and all the orders are booked on very very low margin, with attendant risk of uncertainty during its execution, in view of intense competition in market. Again, the Company is continuing to be very selective in taking orders as still the price realization remains very low. The present challenge is managing orders within the budgeted costs and high volatility in the prices of major raw materials.

Credit period extended to customers not getting honoured results into high level of receivables with resultant strain on cash flow. Barring unforeseen circumstances, the Company expects to increase its volume of business in the current year.

For detailed analysis of the performance, please refer to the management's discussion and analysis section of the annual report.

DISCLOSURE OF PARTICULARS:

The disclosure of particulars as required by Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure - I.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

The statement under sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended and forming part of this report is given in Annexure - II. The said Annexure - II shall, however, be provided to the Members on request to be made to the Company Secretary at the Registered Office of the Company.

CORPORATE GOVERNANCE:

In line with requirement of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance is given in Annexure - III.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is given in Annexure - IV.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

The Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

2) Such accounting policies have been selected and consistently applied and judgments and estimates 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 profit of the Company for the year ended on that date.

3) Proper and 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 and detecting fraud and other irregularities.

4) Annual accounts have been prepared on a going-concern basis.

DIRECTORS:

Shri Kewalkrishna G. Tuli and Shri Lalitkumar H. Patel, Directors of the Company retire by rotation, and being eligible offer themselves for reappointment.

AUDITORS:

The present Auditors of the Company M/s. Chandulal M. Shah & Co. are retiring at the forthcoming Annual General Meeting of the Company and are eligible for reappointment.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to convey their thanks to all the Company's valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and confidence in the Company.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD

Place : Vadodara LALITKUMAR H. PATEL

Date :21st May, 2012 CHAIRMAN


Mar 31, 2011

The Members

The Directors have pleasure in presenting the 44th Annual Report and Accounts for the Financial Year ended 31st March, 2011.

WORKING RESULTS: (Rupees in Thousand)

2010-2011 2009-2010

Sales & Services Income 5,262,933 5,419,704

Profit before Financial Charges and Depreciation 850,466 1,288,911

Financial Charges 7,510 6,205

Depreciation 74,962 59,706

Profit before Taxation 767,994 1,223,000

Provisions for Taxation : Current Tax 245,000 395,000

: Deferred Tax 5,185 2,690

Net Profit for the year 517,809 825,310

Add: Previous years'surplus 123,019 145,177

Profits available for appropriation: 640,828 970,487

Appropriation therefrom:

A. Proposed Dividend 91,054 126,464

B. Dividend Tax on above 15,124 21,004

C. General Reserve 4,00,000 7,00,000

D Surplus Carried to Balance Sheet 134,650 123,019

640,828 970,487

DIVIDEND:

The Directors recommend payment of dividend of Rs.9/- per share (i.e. 90%) on 10117120 equity shares of Rs.10 each for the year ended 31st March, 2011.

PERFORMANCE REVIEW:

The sales in terms of volume decreased and stood at 8973 MVA as compared to 10009 MVA in the previous year. Sales and other income for the year were lower at Rs.545 crores compared to Rs.565 crores in the previous year. Profit before tax was lower at Rs.77 crores compared to Rs.122 crores in the previous year. Profit after tax has declined to Rs.52 crores compared to Rs.83 crores in the previous year. Profitibility of the Company was affected due to stiff competition in the market and continuous increase of prices of key input materials.

The current year has begun with lower order backlog of Rs.327 crores (5692 MVA). The orders were booked with very low prices, in view of intense competition in market. Of course, the order availability in market has improved compared to last year but price realization remains very low and as such the Company is very selective in taking orders and hence it seems difficult to plan for volume growth during the current year. The present challenge is managing orders within the budgeted costs and high volatility in the prices of major raw materials like copper, electrical steel sheets, transformer oil, steel and related components.

For detailed analysis of the performance, please refer to the management discussion and analysis section of the annual report.

IMPULSE TESTING SYSTEM:

During the year Company has installed most modern State-of-the-art lightning impulse testing system, fully automatic, including automatic chopping gap and digital impulse analysis system from HIGH VOLTS, GERMANY. This is installed in a completely enclosed earthed hall with excellent earthing system and metallic side wall and roof which are also earthed so that the high energy will not cause external interference. The generator has capacity of 1800 kVp /180 kJ. With this system, we can test up to 550 kV class PowerTransformers and allied equipment using latest technology.

FIRE AT SAVLI FACTORY:

There was major fire at Savli Factory on 13th April, 2011 which has affected manufacturing activities of Dry Type Transformers at Savli factory for about one month period. The Company has adequate coverage of assets through insurance policy.

DISCLOSURE OF PARTICULARS:

The disclosure of particulars as required by Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -1.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

The statement under sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended and forming part of this report is given in Annexure - II. The said Annexure - II shall, however, be provided to the Members on request to be made to the Company Secretary at the Registered Office of the Company.

CORPORATE GOVERNANCE:

In line with requirement of the Listing Agreement with the Stock exchanges, report on Corporate Governance is given in Annexure - III.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is given in Annexure - IV.

DIRECTORS' RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OFTHE COMPANIES ACT, 1956:

The Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

2) Such accounting policies have been selected and consistently applied and judgments and estimates 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, 2011 and of the profit of the Company for the year ended on that date.

3) Proper and 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 and detecting fraud and other irregularities.

4) Annual accounts have been prepared on a going-concern basis.

DIRECTORS:

Shri Jagannath S. Aiyar and Shri Vallabh N. Madhani, Directors of the Company retire by rotation, but being eligible offer themselves for reappointment.

AUDITORS:

The present Auditors of the Company M/s. Chandulal M. Shah & Co. are retiring at the forthcoming Annual General Meeting of the Company and are eligible for reappointment. The Members are requested to appoint Auditors for the Current Year and to fix their remuneration.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to convey their thanks to all the Company's valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and confidence in the Company.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

FOR AND ON BEHALF OFTHE BOARD

KUNJAL L. PATEL KANUBHAI S. PATEL

PLACE : VADODARA VICE CHAIRMAN & CEO & DATE : 30th MAY, 2011 MANAGING DIRECTOR MANAGING DIRECTOR


Mar 31, 2010

The Directors have pleasure in presenting the 43rd Annual Report and Accounts for the Financial Year ended 31st March, 2010.

WORKING RESULTS: (Rupees in Thousand)

2009-2010 2008-2009

Sales & Services Income 5,419,704 6,489,102

Profit before Financial Charges and Depreciation 1,288,911 1,738,284

Financial Charges 6,205 4,668

Depreciation 59,706 44,654

Profit before Taxation 1,223,000 1,688,962

Provisions forTaxation : Current Tax 395,000 555,000

: Deferred Tax 2,690 (2,087)

: Fringe Benefit Tax -- 3,610

Net Profit after Provision for Taxation 825,310 1,132,439

Add : Excess Income Tax Provision of earlier year written back -- 15,582

Net Profit for the year 825,310 1,148,021

Add: Previous years surplus 145,177 145,113

Profits available for appropriation 970,487 1,293,134

Appropriation there from:

A. Proposed Dividend 126,464 126,464

B. Dividend Tax on above 21,004 21,493

C. General Reserve 7,00,000 1,000,000

D. Surplus Carried to Balance Sheet 123,019 145,177

970,487 1,293,134

DIVIDEND:

The Directors recommend payment of dividend of Rs. 12.50/- per share on 10117120 equity shares of Rs. 10 each for the year ended March 31st, 2010.

PERFORMANCE REVIEW:

The sales in terms of volume increased marginally and stood at 10,009 MVA as compared to 9,540 MVA in the previous year. Sales and other income for the year were lower at Rs.565 crores compared to Rs.672 crores in the previous year. Profit before tax was lower at Rs. 122 crores compared to Rs. 169 crores in the previous year. Profit after tax has declined to Rs.83 crores compared to Rs.115 in the previous year.

The Companys business is focused more on non-SEBs segments. The impact of slowdown in investment and project activities was felt the most in the Industry Sector. With an acute liquidity crunch, most investments in non-government projects were deferred and projects were scaled down or deferred. The decline in demand led to severe price pressures in the market with transformers manufacturers anxious to fill up idle capacities, which were expanded on large scale in the last 24 months. However, compared to its peers in Industry, profitability of the Company is much better though it is on lower side compared to last year. This was possible due to close monitoring of order execution with tight control on costs and reviving major orders which came under hold in the previous year.

The current year is more challenging in terms of managing bottomline as industry is having sizeable unutilized capacity. However, the silver lining is revival and pickup of growth rate in manufacturing sector and revival of corporate capex and large number of projects in power and infrastructure projects started moving. Barring unforeseen circumstances, the Company expects to increase its volume of business in the current year.

For detailed analysis of the performance, please refer to the management discussion and analysis section of the annual report.

CAPACITY EXPANSION:

New factory at Village Vadadla, Tehsil Savali, Dist. Vadodara has became fully operational from November 2009. With this expansion, total installed capacity of the Company gone up to 13000 MVA per annum.

BEST CFO AWARD:

Shri Kanubhai S. Patel, CEO, CFO & Managing Director of the Company has been awarded the BusinessToday, Yes Bank Best CFO Award in the category of "BestTransformation Agent". Shri Kanubhai S. Patel has received the said award from Shri Pranab Mukherjee, Honourable Minister of Finance, the Government of India, on April 14,2010, at New Delhi.

DISCLOSURE OF PARTICULARS:

The disclosure of particulars as required under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure -1.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

The statement under sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended and forming part of this report is given in Annexure - II. The said Annexure - II shall, however, be provided to the Members on request to be made to the Company Secretary at the Registered Office of the Company.

CORPORATE GOVERNANCE:

In line with requirement of the Listing Agreement with the Stock Exchanges, report on Corporate Governance is annexed herein as Annexure - III.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is annexed herewith as Annexure - IV.

DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217 (2AA) OFTHE COMPANIES ACT, 1956:

The Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company.

2. Such accounting policies have been selected and consistently applied and judgments and estimates 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 year ended on that date.

3. Proper and 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 and detecting fraud and other irregularities.

4. Annual accounts have been prepared on a going-concern basis.

DIRECTORS:

Shri Vasantlal L. Patel and Shri Arvind N. Shelat, Directors of the Company retire by rotation, but being eligible offer themselves for reappointment.

Shri Lalitkumar H. Patel, Founder and Promoter of the Company, has retired from the position of Executive Chairman w.e.f. 10th July, 2009. The Company has reached to its present stature due to his dedicated and tireless efforts since its inception. He has expressed his unwillingness to continue as an Executive Chairman on completion of his tenure. However, on the request of the Board, he has consented to continue as a Chairman & Director of the Company. The Members of the Board have expressed their gratitude for the long services rendered by Shri Lalitkumar H. Patel during his long inning.

AUDITORS:

The present Auditors of the Company M/s. Chandulal M. Shah & Co. are retiring at the forthcoming Annual General Meeting of the Company and are eligible for reappointment. The Members are requested to appoint Auditors for the Current Year and to fix their remuneration.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to convey their thanks to all the Companys valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and confidence in the Company.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

For and on behalf of the Board Place : Vadodara LALITKUMAR H. PATEL

Date : 07th May, 2010 CHAIRMAN & DIRECTOR

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