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Directors Report of Voltamp Transformers Ltd.

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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