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Directors Report of Indo Tech Transformers Ltd.

Mar 31, 2023

The Directors are pleased to present the Company''s 31st Annual Report together with the Audited Financial Statements for the financial year ended March 31,2023.

FINANCIAL RESULTS

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

(Rupees in Lakhs)

PARTICULARS

Current Year 2022-2023

Previous Year 2021-2022

Revenue from Operations

37,090.49

28,006.73

Other Income

266.44

168.51

Total Income

37,356.93

28,175.24

Earnings before Interest, Tax, Depreciation & Amortization

3,324.10

1,857.56

Less: Interest, Depreciation & Amortization Expenses

753.92

609.97

Earnings Before Tax

2,570.18

1,247.59

Less: Tax Expenses

0.00

28.64

Earnings After Tax

2,570.18

1,218.95

Other Comprehensive Income/ (Expense)

7.99

(29.68)

Total Comprehensive Income

2,578.17

1,189.27

Financial results for the financial year ended March 31,2023, are prepared in compliance with the Indian Accounting Standards (Ind- AS) prescribed under Section 133 of the Companies Act, 2013.

PERFORMANCE REVIEW

Your Company has reported annual revenue from operations for FY 2022-23 INR 37,090.49 Lakhs which is 32% increase from previous year revenue of INR 28,006.73 Lakhs. The EBITDA for the FY 2022-23 stood at INR 3,324.10 Lakhs reporting a growth of 79% as compared to the EBITDA of INR 1,857.56 for the FY 2021-22. The Profit After Tax (PAT) for the FY 2022-23 stood at INR 2,570.18 Lakhs reporting a growth of 111% as compared to the PAT of INR 1,218.95 Lakhs for the FY 2021-22.

Our continuous focus is to improve productivity, control the non-operational cost and deliver the best quality transformers. Owing to the raw material cost, the price pressure is immense, and it is impacting the entire industry. In the challenging environment, with improved sourcing strategies and cost optimization our focus is to improve and sustain the margin in the coming years.

A detailed discussion on the industry structure, threats, opportunities, risks and business outlook is given separately in the Management''s Discussion and Analysis section, which forms a part of this annual report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company comprises of seven experienced directors from diverse areas, which enables the Board to provide effective leadership to the Company. Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year, Mr. Sudheer Vennam (DIN: 09656671) was inducted as Additional Director of the Company with effect from August 12, 2022.

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

Mr. Visweswara Reddy

- Chairman & Non-Executive Director

Mr. Shridhar Gokhale

- Whole-Time Director

Mr. Sharat Chandra Kolla

- Non-Executive Director

Mr. Ajay Kumar Dhagat

- Independent Director

Dr. Sutanu Behuria

- Independent Director

Ms. Leena M Sathyanarayanan

- Independent Director

Mr. Sudheer Vennam

- Non-Executive Director

During the year, Mr. Sathyamoorthy A, resigned as Company Secretary with effect from April 30, 2022, and Mr. Manikandan M was appointed as Company Secretary of the company with effect from May 27, 2022.

The Key Managerial Personnel of the Company as on date of this report is as follows:

Mr. Shridhar Gokhale -

Whole-Time Director

Mr. SaiKrishnan C. P. -

Chief Financial Officer

Mr. Manikandan M -

Company Secretary

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met Seven (7) times during the financial year. The said meetings were held on May 1 1, 2022; May 27, 2022; June 14, 2022, August 12, 2022; November 10, 2022; February 02, 2023, and March 07, 2023.

The provisions of Companies Act, 2013 and Listing Regulations were adhered to while considering the time gap between two meetings. The necessary quorum was present for all the meetings.

BOARD COMMITTEES

Board Committees plays a vital role in improving the Board effectiveness in areas where more focus and discussions are required. Board has constituted three Committees in accordance

with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its composition during the year are as follows:

S.

No

Name of the Committee

Composition

1.

Audit

Committee

i) Mr. Ajay Kumar Dhagat, Chairman

ii) Dr. Sutanu Behuria, Member

iii) Mr. Sharat Chandra Kolla, Member

iv) Ms. Leena M Sathyanarayanan, Member

2.

Nomination

and

Remuneration

Committee

i) Mr. Ajay Kumar Dhagat, Chairman

ii) Dr. Sutanu Behuria, Member

iii) Mr. Sharat Chandra Kolla, Member

3.

Stakeholders''

Relationship

Committee

i) Mr. Sharat Chandra Kolla, Chairman

ii) Mr. Ajay Kumar Dhagat, Member

iii) Mr. Shridhar Gokhale, Member

4.

Corporate

Social

Responsibility

Committee

i) Mr. Sharat Chandra Kolla, Chairman

ii) Ms. Leena M Sathyanarayanan, Member

iii) Mr. Shridhar Gokhale, Member

Details in respect of each Committee during the year are provided in the Corporate Governance Report forming part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) and 134 (5) of the Act, that;

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

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2022-23 and of the statement of Profit of the Company for the year under review;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d) The Directors had prepared the accounts for the financial year ended March 31, 2023, on a ''going concern basis;

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

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

NOMINATION AND REMUNERATION POLICY

In terms of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, Company''s policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

As a policy, currently the independent directors are paid sitting fee of Rs. 40,000/- per meeting per person for attending the Board and Audit Committee Meetings and Rs. 5,000/- per meeting per person for attending Stakeholders Relationship Committee, Nomination & Remuneration Committee and Corporate Social Responsibility Committee meetings.

SUCCESSION PLANNING

The Company believes that sound succession plans for the senior leadership are very important for creating a robust future for the Company. The Nomination and Remuneration Committee in consultation with the Board of Directors work along with the Human Resource team of the Company for a structured leadership succession plan.

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

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

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

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

STATUTORY AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, M/s. ASA & Associates LLP, Chartered Accountants (Firm Registration No. 009571 N/N500006), have been appointed as Statutory Auditors for a period of five (5) years commencing from financial year 2020-21 and shall hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2025.

SECRETARIAL AUDITORS / SECRETARIAL AUDIT REPORT

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company engaged the services of M/s. J B Bhave & Co., Company Secretaries, Pune to conduct the Secretarial Audit of the Company for the financial year ended March 31,2023. The Secretarial Audit Report in Form MR-3 is given in Annexure - II, forming part of this report.

COMMENTS ON AUDITORS'' REPORT / SECRETARIAL AUDITORS REPORT

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

COST AUDITORS

M/s. Thanigaimani & Associates, Cost Accountants, who were appointed as the Cost Auditor for the Financial Year 2022-23 at the Board Meeting of the Company held on August 12, 2022, and whose remuneration was ratified at the Annual General Meeting held on September 29, 2022, tendered letter of resignation as cost auditors of the company on May 15, 2023.

In order to fill the casual vacancy caused due to resignation of M/s. Thanigaimani & Associates, based on recommendation of the Audit Committee, the Board of Directors of the Company on their meeting held on May 19, 2023 appointed Mr. K Suryanarayanan, Cost Accountant (Registration No: 102347) as Cost Auditor of the Company for the financial year 202223 to fill the casual vacancy, on a remuneration as mentioned in the Notice convening the 31st Annual General Meeting for conducting the audit of the cost records maintained by the Company.

With respect to the current financial year 2023-24, pursuant to section 148 and rules made there under and based on the recommendation of the Audit Committee, your Board has approved the appointment of Mr. K Suryanarayanan, Cost Accountant (Registration No: 102347) as the Cost Auditor of the Company for the financial year 2023-24, on a remuneration as mentioned in the Notice convening the 31st Annual General Meeting for conducting the audit of the cost records maintained by the Company.

DIVIDEND

Considering the accumulated losses and keeping in mind to source to finance the future business plans with internal funds, no dividend has been recommended by the Board of Directors of the Company for Financial Year 2022-23.

MAINTENANCE OF COST RECORDS

The Company has maintained required cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to the General Reserves of the Company.

MATERIAL CHANGES AND COMMITMENTS

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

BOARD EVALUTION

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations. Further, the Independent Directors, at their exclusive meeting held on March 31, 2023, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, also form part of this Annual Report. However, having regard to the provisions of second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information, is being sent to all the members of the Company and others entitled thereto. The said information is open for inspection and any member interested in obtaining the same may write to the Company Secretary and will be furnished on request.

CORPORATE GOVERNANCE

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (''CSR'') policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure - III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014 including any statutory modifications/amendments thereto for the time being in force. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

Apart from the regulatory requirements, the company''s approach towards CSR is holistic and integrated with the core business strategy for addressing social and environmental impacts of business. The Company is committed to undertake the CSR activities to address the well-being of all stakeholders and not just the company''s shareholders.

FIXED DEPOSITS / PUBLIC DEPOSITS

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

INTERNAL FINANCIAL CONTROLS

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has a "Vigil Mechanism (Ombuds & Open Reporting Procedure)" to provide an avenue to stakeholders, including employees and directors, to report concerns related to any actual or potential violation of law or violation of the Company''s Code of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism.

The Whistle Blower Policy is explained in corporate governance report and also placed on the notice board and the website of the Company at www.indo-tech.com

RISK MANAGEMENT FRAMEWORK

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

ANNUAL RETURN

As per provisions of Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the copy of the Annual Return in the Form MGT-7 is hosted on website of your Company at www.indo-tech.com

SECRETARIAL STANDARDS

The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India during the year.

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

The information as prescribed under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is as follows:

A. CONSERVATION OF ENERGY

Your Company has constantly been emphasizing on optimization of energy consumption in every possible area. Further, your company acknowledges that power conservation is a necessity not only for future availability, but also for environmental safety. Various avenues are being explored at periodic interval and after careful analysis, planning measures are being initiated to minimize the consumption of energy by optimum utilization of energy consuming equipment. Your Company is not a power intensive industry and hence the scope for saving of energy is limited. However, the following energy saving measures has been carried out.

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

b) Your company has in place adequate safeguards against excessive consumption and wastage of energy, in form of energy-friendly apparatus, modern technologies as well as minimal usage mechanism.

B. TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT

Your Company is more focused towards the promotion of innovative ideas and has invested sufficient resources for research and development. It includes additional heater to increase the Viscosity of Furnace oil for burning to 100% and elimination of the thermal energy losses by providing the Heat Insulation & Rinsing the thermic fluid pipeline by filling new thermic fluid which help us to remove the dust contamination in pipeline In order to meet fire and environmental safety standards, your

company has developed product filled with natural ester coolants which is fire safe and environment friendly.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company''s exposure to foreign currency risk at the end of the reporting period mentioned in Note 29 to the financial statements for the year ended March 31, 2023.

REPORTING OF FRAUDS

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee and / or Board under section 143(12) of the Act.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

During the Financial Year under review, no regulator or court has passed any significant and / or material orders impacting the going concern status of the Company and its future operations.

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

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

During the financial year 2022-23, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (''IBC'')

No application was made or any proceedings were pending against the company under the Insolvency and Bankruptcy Code, 2016 during the year.

OTHER DISCLOSURES

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

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme.

c) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Act).

d) There has been no change in the nature of business of your Company.

e) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions.

f) There was no revision of financial statements and Board''s Report.

SUBSIDIARY COMPANIES

As at March 31, 2023, there is no subsidiary company. ACKNOWLEDGEMENTS

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

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

N Visweswara Reddy Shridhar Gokhale

Chairman Whole-Time Director

DIN:02996298 DIN:08349732

Place: Kancheepuram Date : May 19, 2023


Mar 31, 2018

The Directors are pleased to present the Company’s 26th Annual Report along with the Audited Financial Statement and the Auditor’s Report for the financial year ended March 31, 2018.

FINANcIAL REsULTs

The Ministry of Corporate Affairs vide its notification in the Official Gazette dated February 16, 2015, notified the Companies (Indian Accounting Standard) Rules, 2015 (Ind AS) applicable for the specified class of Companies.

Accordingly, Financial results for the financial year ended March 31, 2018 are in compliance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013. Consequently, previous Indian Generally Accepted Accounting Principles (IGAAP) results for the financial year ended March 31, 2017 have been restated to make them comparable.

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

(Rupees in Lakhs)

particulars

Financial Year ended March 31, 2018

Financial Year ended March 31, 2017

income

Gross Sales & Other Income

23,016

16,591

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

151

(308)

Depreciation

474

482

Profit/(Loss) before tax

(409)

(924)

Tax Expenses

--

221

Prior period / Extraordinary items

--

--

Balance of profit / (Loss) of earlier years

(7830)

(6,702)

Balance available for appropriation

(8239)

(7830)

appropriations

General Reserve

--

--

Dividend

--

--

Tax on Dividend

--

--

Balance carried to Balance Sheet

(8239)

(7830)

OPERATIONAL PERFORMANcE

Operational performance of the Company has improved significantly with respect to Sales, Production and Quality during the financial year 2017-18. The Consolidated operations at Kancheepuram plant has contributed significantly to improve the performance through increase in production, efficient and effective utilisation of resources and reduced costs as compared to previous financial years.

The turmoil in the raw material price in the industry mainly the Copper and oil in an unpredictable manner affected the operating margin of the Company. The price pressure also continues to be immense and it is impacting the entire industry.

In spite of aforesaid challenges, year 2017-18 was indeed a positive year for INDOTECH in terms of sales volume and quality order book.

Your company designed a complete substation for wind farms with low voltage generation input and medium voltage output on an integrated platform starting from transformer to bus-duct to switch gear to double pole structure with isolator & arrestors suitably fenced for protection. It is a completely modular unit with scope of re-arrangement of sequence of components on the platform (Transformer-busduct-switchgear-doublepole structure). They are ideally suited for any project where there is a need to reduce on-site work, especially in remote areas where qualified personnel is sometimes not available and all labour is expensive and difficult to manage.

This complete substation model is well received in the market and opened up significant opportunities for the Company and filled more than 50% of the production slot of distribution plant (DT) for the ensuing financial year 2018-19

We continuously receive support from Parent Company for design optimization and to improve the production of large power transformers. Our focus currently is to improve productivity and deliver the best quality transformers. Overall, we expect further improvements by implementing our strategic plans for cost optimization and using specially developed software for transformer designs. However price pressure is immense and it is impacting the entire industry. In the challenging environment, with improved sourcing strategies and cost optimization our focus is to improve the margin in the coming years.

A detailed discussion on the performance of your company, industry structure, threats, opportunities, risks, future outlook and strategy is given separately in the Management’s Discussion and Analysis section, which forms a part of this annual report.

directors and key managerial personnel

Board of the Company composed of six experienced directors from diverse areas, which enables the Board to provide effective leadership to the Company. Composition of the Board is in conformity with the provisions of the companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year Mr. V Ranganathan (DIN: 07489345) and Mr Indraneel Dutt (DIN: 01942447) resigned from the Board and Mr. Anthony Vincent Benoit (DIN: 07992699) and Mr. Ajay Kumar Sinha (DIN: 07972409) has been inducted as an Additional Director and Whole-Time Director of the company with effect from 29th November 2017 and being eligible, offer themselves for re-appointment. Necessary resolution relating to Director who is seeking re-appointment is included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the annexure to the Notice of the Annual General Meeting.

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

Mr. Ricardo Suarez Garza - Chairman

Mr. Anthony Vincent Benoit

Allard - Non-Executive Director

Mr. Ajay Kumar Sinha - Whole-Time Director

Mr. M S Srinivasan - Independent Director

Mr. P V Krishna - Independent Director

Ms. Tabassum M Wajid - Independent Director

The Key Managerial Personnel of the Company as on date of this report is as follows:

Mr. Ajay Kumar Sinha - Whole-Time Director

Mr. Abhishek Dalmia - Chief Financial Officer

Mr. Sathyamoorthy A - Company Secretary

number of meetings of the board of directors

The Board of Directors met five (5) times during the financial year on May 17, 2017, July 14, 2017, September 06, 201 7, November 29, 201 7 and February 07, 2018.

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

board committees

Board Committees play a vital role in improving the Board effectiveness in areas where more focus and discussions are required. Board has constituted three Committees in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its compositions are as follows:

(i) Audit committee

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

(ii) Nomination and Remuneration committee

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

(iii) stakeholders’ Relationship committee

During the year, in accordance with the Companies Act, 2013, the Board re-constituted Stakeholder Relationship Committee at their meeting held on November 29, 2017.

Mr. Ricardo Suarez Garza, Chairman

Mr. Anthony Vincent Benoit Allard, Member

Mr. Ajay Kumar Sinha, Member

directors’ responsibility statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) and 134 (5) of the Act, that;

a) in the preparation of the annual financial statements for the financial year ended March 31, 2018 the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2017-18 and of the statement of Profit & Loss of the Company for the year under review;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d) the Directors had prepared the accounts for the financial year ended March 31, 2018 on a ‘going concern basis’;

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

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

nomination and remuneration policy

In terms of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Company’s policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

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

comments on auditors’ report / secretarial auditors’ report

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

particulars of loans, guarantees or investments UNDER section 186 oF THE coMPANIES Act, 2013

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

particulars of contracts or arrangements with

RELATED PARTIES REFFERED To IN SEcTioN 188(1) oF coMPANIES AcT, 2013

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

DIVIDEND

Considering the accumulated losses, no dividend has been recommended by the Board of Directors of the Company for Financial Year 2017-18.

MATERIAL cHANGES AND coMMITMENTS

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

board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations. Further, the Independent Directors, at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

particulars of employees and related disclosures

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

corporate governance

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

corporate social responsibility (csr)

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

statutory auditors

Pursuant to Section 139 of the Companies Act,2013, M/s B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 128510W/W-100022), have been appointed as Statutory Auditors for a period of five (5) years commencing from financial year 2014-15, subject to the ratification by the members at each annual general meeting. However, the Ministry of Corporate Affairs (MCA) vide its notification dated May 07, 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.

Consequently, M/s B S R & Co. LLP, Chartered Accountants, continues to be the statutory auditors of the company till the conclusion of 27th AGM to be held in the calendar year 2019, as approved by shareholders on August 05, 2014.

FIXED DEPoSITS / PUBLic DEPoSITS

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

INTERNAL FINANciAL coNTRoLS

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

cost auditors

Pursuant to section 148 and rules made there under and based on the recommendation of the Audit Committee, your Board has approved the appointment of Mr. M J Gopalakrishnan, Cost Accountant, as the Cost Auditor of the Company for the financial year 2018-19, on a remuneration as mentioned in the Notice convening the 26th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

secretarial auditors / secretarial audit report

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company engaged the services of M/s J B Bhave & Co., Company Secretaries, Pune to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report in Form MR-3 is given in Annexure - II, forming part of this report.

vigil mechanism / whistle blower policy

The Company has a Vigil Mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism

The Whistle Blower Policy is explained in corporate governance report and also posted on the notice board and the website of the Company at www.prolecge.in

risk management framework

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

extract of annual return

As per provisions of Section 92 (3) of the Companies Act, 2013 (the Act) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the extract of the Annual Return in the Form MGT-9 is given in Annexure - III, forming part of this report.

conservation of energy, technology absorption, foreign exchange earnings and outgo

The information as prescribed under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is as follows:

a. conservation of energy

Your Company has constantly been emphasising on optimisation of energy consumption in every possible area. Further, your company acknowledges that power conservation is a necessity not only for future availability, but also for environmental safety. Various avenues are being explored at periodic intervals and after careful analysis and planning measures are being initiated to minimise the consumption of energy by optimum utilisation of energy consuming equipment. Your Company is not a power intensive industry and hence the scope for conservation of energy is limited. However the following energy saving measures has been carried out.

a) Your Company has 2 wind mills in Tirunelveli, Tamil Nadu. The Company is adjusting the units generated against consumption at factory. This has reduced

per unit energy cost to the Company. Further your Company is exploring the option of sourcing power from renewable private power producers. This will further reduce the per unit energy cost to the Company.

b) Your company has in place adequate safeguards against excessive consumption and wastage of energy, in the form of energy-friendly apparatus, modern technologies as well as minimal usage mechanism.

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

b. technology absorption

Research & Development:

(i) skid mounted substations

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

This complete substation model is well received in the market and opened up significant opportunities for the Company and filled more than 50% of the production slot of distribution plant(DT) for the ensuing financial year 2018-19.

(ii) Ester oil Transformers

During the financial year your company successfully designed, tested and supplied the Ester oil based transformer. The Ester Oil Transformers has significant advantages, in terms of both performance and life cycle cost, over traditional mineral oil fluids. Further Ester Oil Transformers has high fire resistance capacity, this is a cost effective substitute for CRT and dry type Transformers. Transformer performance is greatly improved by the use of ester products

compared to mineral oils. The rate at which cellulose paper ages is slowed, thereby extending transformer life and improving service reliability. Analysis of lifecycle costs show that there are significant cost savings because of this asset life extension. This will open up a new market to the Company in a sustainable way.

c. FOREIGN EXcHANGE EARNINGs AND OUTGO

During the financial year under review, the foreign exchange earnings of the Company was Rs. 1,064.74 lakhs and outgo was Rs. 12.27 lakhs

subsidiary companies

As at 31st March 2018 there is no subsidiary company.

sexual harassment OF WOMEN AT WORKPLAcE (PREVENTION, PROHIBITION AND REDREssAL) Act, 2013

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

During the financial year 2017-18, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

acknowledgements

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

For and on behalf of the Board of Directors

indo-tech transformers limited

Ricardo suarez Garza Ajay Kumar sinha

Chairman Whole-Time Director

DIN:07194157 DIN:07972409

Place : Chennai

Date : May 16, 2018


Mar 31, 2016

Financial results

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

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

(Rs, in Lakhs)

Particulars

Financial Year ended 31 March 2016

Financial Year ended 31 March 2015

Income

Gross Sales & Other Income

22,318

18,671

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

938

632

Depreciation

535

518

Profit/(Loss) before tax

402

(374)

Provision for Taxes

--

--

Prior period / Extraordinary items

--

--

Balance of profit of earlier years

(6,582)

(6,208)

Balance available for appropriation

(6,179)

(6,582)

Appropriations

General Reserve

--

--

Dividend

--

--

Tax on Dividend

--

--

Balance carried to Balance Sheet

(6,179)

(6,582)

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

Operational performance

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

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

Directors and Key Managerial Personnel

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

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

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

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

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

Mr. Ricardo Suarez Garza - Chairman

Mr. Indraneel Dutt - Non Executive Director

Mr. M S Srinivasan - Independent Director

Mr. P V Krishna - Independent Director

Ms. Tabassum M Wajid - Independent Director

Mr. V Ranganathan - Additional Director

The Key Managerial Personnel of the Company as on date of

this report is as follows:

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

Mr. Sathyamoorthy A - Company Secretary

Number of Meetings of the Board of Directors

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

2016 and 10th February 2016.

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

Board Committees

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

(i) Audit Committee

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

(ii) Nomination and Remuneration Committee

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

(iii) Stakeholders'' Relationship Committee

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

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

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

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

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

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

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

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

Board Independence

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

1) Mr. M.S Srinivasan

2) Mr. P V Krishna

3) Mrs. Tabassum M Wajid

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

Nomination and Remuneration Policy

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

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

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

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

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

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

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

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

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

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

Dividend

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

Material Changes and Commitments

There were no Material changes and commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Board Evaluation

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

Particulars of Employees and Related Disclosures

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

Corporate Governance

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

Auditors

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

Fixed Deposits / Public Deposits

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

Internal Financial Controls

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

Cost Auditors

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

Secretarial Auditors / Secretarial Audit Report

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

Vigil Mechanism / Whistle Blower Policy

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

Risk Management Framework

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

Extract of Annual Return

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

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

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

A. Conservation of Energy

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

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

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

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

B. Technology Absorption Research & Development:

Skid Mounted Substation:

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

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

Sealed Dry Type Transformers:

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

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

C. Foreign Exchange Earnings and outgo

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

Subsidiary Companies

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

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

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

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

Potential Sickness

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

Financial Highlights

FINANCIAL HIGHLIGHTS

2015-16

2014-15

2013-14

2012-13

2011-12

2010-11

2009-10

2008-09

Gross Sales & Other Income

22,318

18,671

11,400

12,495

12,596

12,416

11,020

24,157

Net Sales & Other Income

20,263

17,366

10,430

11,554

11,572

11,428

10,249

21,100

Earnings before Depreciation, Interest and Tax (EBDIT)

937

632

-529

-3,857

-3,218

-1,861

-533

6,593

Depreciation

535

518

299

504

412

380

387

392

Profit After Tax

402

-374

-1,880

-5,018

-3,998

-2,274

-839

3,897

Equity Dividend %

--

--

--

--

--

--

--

124

Dividend Payout

--

--

--

--

--

--

--

1,317

Equity Share Capital

1,062

1,062

1,062

1,062

1,062

1,062

1,062

1,062

Reserves and Surplus

14,425

14,023

-450

1,430

6,447

10,446

12,735

13,574

Net Worth

15,487

15,085

612

2,492

7,509

11,508

13,797

14,636

Gross Fixed Assets

10,106

10,003

9,888

9,902

9,822

9,945

9,381

9,501

Net Fixed Assets

6,215

6,635

7,047

7,309

7,667

8,130

7,940

8,212

Total Assets

21,269

20,659

18,270

17,684

17,599

15,923

14,885

16,632

KEY INDICATORS

2015-16

2014-15

2013-14

2012-13

2011-12

2010-11

2009-10

2008-09

Earnings per Share - Rs,

3.79

-3.52

-17.7

-47.25

-37.65

-21.42

-7.9

36.69

Turnover per share - Rs,

210.16

175.82

107.35

117.65

118.71

116.91

103.79

227.47

Book value per share - Rs,

145.83

142.04

5.76

23.46

70.72

108.36

129.92

137.81

Debt : Equity Ratio

1.15:1

1.15:1

20.62:1

3.27:1

0.71:1

0.09:1

0.07:1

0.10:1

EBDIT / Gross Turnover %

4%

3%

-5%

-32%

-26%

-15%

-5%

27%

Net Profit Margin %

2%

-2%

-19%

-42%

-32%

-18%

-8%

18%

RONW %

3%

-61%

-75%

-67%

-35%

-16%

-6%

27%

ROCE %

3%

1%

-57%

-64%

-33%

-15%

-6%

35%

Acknowledgements

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

For and on behalf of the Board of Directors

Ricardo Garza Suarez Indraneel Dutt

Chairman Director

DIN:07194157 DIN: 01942447


Mar 31, 2015

Dear Members,

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

FINANCIAL RESULTS

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

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

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

INCOME

Gross Sales & Other Income 18,671 11,455

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

Depreciation 518 299

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

Provision for Taxes -- --

Prior period / Extraordinary items -- --

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

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

APPROPRIATIONS_

General Reserve -- --

Dividend -- --

Tax on Dividend -- --

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

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

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

DIVIDEND

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

1. Mr. Shridhar Gokhale - Manager

2. Mr. Dhiraj Narula - Chief Financial Officer

3. Mr. Sanjay Kasture - Company Secretary

For further details, please refer report on Corporate Governance

forming part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

2013, your Directors confirm that;

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

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

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

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

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

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

BOARD INDEPENDENCE

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

1) Mr. M.S Srinivasan

2) Mr. Arun Kumar Bhalla

3) Mr. Arun Kumar Srivastava

4) Ms. Tabassum M Wajid*

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

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

BOARD COMMITTEES

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

Audit Committee

Nomination and Remuneration Committee Stakeholders'' Relationship Committee

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

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

BOARD EVALUATION

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

TRAINING OF INDEPENDENT DIRECTORS

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

REMUNERATION POLICY

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

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

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

CORPORATE GOVERNANCE

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

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

AUDITORS

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

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

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

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

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

FIXED DEPOSITS / PUBLIC DEPOSITS

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

INTERNAL AUDIT

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

COST AUDITORS

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

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

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

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

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

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

RISK MANAGEMENT FRAMEWORK

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

EXTRACT OF ANNUAL RETURN

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

A. CONSERVATION OF ENERGY

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

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

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

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

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

B. TECHNOLOGY ABSORPTION Research & Development:

Skid Mounted Substation:

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

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

Sealed Dry Type Transformers:

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

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

SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURES (JVs )

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

SIGNIFICANT AND MATERIAL ORDERS

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

POTENTIAL SICKNESS

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

ACKNOWLEDGEMENTS

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

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

Ricardo Suarez Garza Ajay Dhagat Chairman Director

Chennai, India 27 May 2015


Mar 31, 2014

Dear Members,

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

FINANCIAL RESULTS

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

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

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

(Rupees in Lakhs)

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

INCOME 9 Months 15 Months

Gross Sales & Other Income 11,400.38 12,494.95

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

Depreciation 298.55 503.53

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

Provision for Taxes -- --

Prior period/Extraordinary -- -- items

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

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

APPROPRIATIONS

General Reserve -- --

Dividend -- --

Tax on Dividend -- --

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

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

EXTENSION OF PERIOD OF FINANCIAL YEAR AND ANNUAL GENERAL MEETING

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

OPERATIONS AND PERFORMANCE

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

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

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

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

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

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

DIRECTORS

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

2) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2013-14 and of the Profit & Loss Account of the Company for the year under review;

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

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

CORPORATE GOVERNANCE

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

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

AUDITORS

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

FIXED DEPOSITS

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

COST AUDITORS

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

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

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

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

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

INDO TECH TRANSFORMERS LIMITED

Luis Carlos Silveyra Manuel Hernandez Bravo

Chairman Whole time Director

Chennai, 30 May 2014


Jun 30, 2013

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

FINANCIAL RESULTS

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

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

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

(Rupees in Lakhs)

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

INCOME

Cross Sales & Other Income 12,494.95 12,596.35

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

Depreciation 503.53 411.72

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

Provision for Taxes Prior period / Extraordinary items

Balance of profit of earlier 690.24 4,688.60 years

Balance available for (4,327.51) 690.24 appropriation

APPROPRIATIONS

General Reserve

Dividend

Tax on Dividend

Balance carried to Balance (4,327.51) 690.24 Sheet

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

EXTENSION OF PERIOD OF FINANCIAL YEAR AND ANNUAL GENERAL MEETING

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

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

OPERATIONS AND PERFORMANCE

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

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

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

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

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

DIRECTORS

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

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

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

AUDITORS

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

FIXED DEPOSITS

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

COST AUDITORS

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

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

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

PARTICULARS OF EMPLOYEES

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

POTENTIAL SICKNESS

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

DELISTING

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

ACKNOWLEDGEMENTS

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

INDO TECH TRANSFORMERS LIMITED

Luis Carlos Silveyra Manuel Hernandez Bravo Chairman Whole time Director

Chennai, 14 August 2013


Mar 31, 2012

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

FINANCIAL RESULTS (Rupees in Lakhs)

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

INCOME

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

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

Provision for taxes - (102.92)

Prior period / Extra ordinary items - (0.18)

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

Balance available for appropriation 690.24 4,688.60

APPROPRIATIONS

General Reserve - -

Dividend - -

Tax on Dividend - -

Balance carried to Balance Sheet 690.24 4,688.60

OPERATIONS AND PERFORMANCE

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

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

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

DIRECTORS

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

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

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

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

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

AUDITORS

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

FIXED DEPOSITS

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

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

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

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

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

INDO TECH TRANSFORMERS LIMITED

Luis Carlos Silveyra Jorge Lozano

Chairman Director

Place: Chennai

Date : May 14,2012


Mar 31, 2011

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

FINANCIAL RESULTS (Rupees in Lakhs)

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

INCOME

Cross Sales & Other Income 12,396.45 11,019.94

Cross Profit/ (Loss) before

depreciation & tax (2,012.35) (766.65)

Depreciation 379.98 386.53

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

Provision for taxes (102.92) (314.49)

Prior period / Extra ordinary items (0.18)

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

Balance available for appropriation 4,688.60 6,978.19

APPROPRIATIONS

General Reserve

Dividend

Tax on Dividend

Balance carried to Balance Sheet 4,688.60 6,978.19

OPERATIONS AND PERFORMANCE

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

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

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

DIRECTORS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

AUDITORS

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

FIXED DEPOSITS

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

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

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

PARTICULARS OF EMPLOYEES

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

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

ACKNOWLEDGEMENTS

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

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

Jorge Lozano Jorge Sepulveda Chairman Director

Place: Chennai Date : May 13, 2011


Mar 31, 2010

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

FINANCIAL RESULTS (Rupees in Lakhs)

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

INCOME

Cross Sales & Other Income 11,181.65 24,157.17

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

Depreciation 386.53 391.71

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

Provision for tax inc.

deferred tax and FBT (350.13) 2,023.58

Income tax of earlier year 0.36 --

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

Balance available for appropriation 6,978.19 9,857.59

APPROPRIATIONS

General Reserve - 500.00

Dividend - 1,316.91

Tax on Dividend - 223.80

Balance carried to Balance Sheet 6,978.19 7,816.87

OPERATIONS AND PERFORMANCE

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

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

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

Sl No Qualification Action Taken

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

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

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

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

DIRECTORS

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

CORPORATE GOVERNANCE

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

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

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

AUDITORS

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

FIXED DEPOSITS

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

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

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

PARTICULARS OF EMPLOYEES

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

ACKNOWLEDGEMENTS

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

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

Jorge Lozano Jorge Sepulveda Chairman Director

Place: Chennai

Date : 14th May, 2010

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