Mar 31, 2018
Our Valued Shareholders
The Directors have pleasure in presenting the Twenty Third Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March 2018.
FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
S.No. |
Particulars |
Standalone |
Consolidated |
||
For the year ended 31/03/2018 |
For the year ended 31/03/2017 |
For the year ended 31/03/2018 |
For the year ended 31/03/2017 |
||
1 |
Revenue from operations |
17382.92 |
17006.97 |
29617.25 |
24686.17 |
2 |
Other income |
1818.08 |
2696.41 |
1989.33 |
2999.27 |
3 |
Finance income |
1989.85 |
1919.44 |
745.15 |
591.12 |
4 |
Total Income from Operations |
21190.85 |
21622.82 |
32351.73 |
28276.56 |
5 |
Total Expenditure (Excluding Finance cost, Depreciation and Amortization) |
16180.38 |
16138.10 |
26256.39 |
22283.95 |
6 |
Profit Before Finance cost, Depreciation and Amortization and Tax |
5010.47 |
5484.72 |
6095.34 |
5992.61 |
7 |
Finance Cost |
580.58 |
529.55 |
1027.12 |
959.15 |
8 |
Depreciation and Amortization |
1343.04 |
1114.44 |
2327.54 |
1946.00 |
9 |
Profit Before Tax |
3086.85 |
3840.73 |
2740.68 |
3087.46 |
10 |
Income Tax Expense |
739.92 |
902.88 |
1151.72 |
924.39 |
11 |
Net Profit for the year |
2346.93 |
2937.85 |
1588.96 |
2163.07 |
12 |
Other Comprehensive income for the year, net of tax |
(41.08) |
- |
(41.08) |
(215.32) |
13 |
Total comprehensive income for the year, net of tax |
2305.85 |
2937.85 |
1547.88 |
1947.74 |
14 |
Proposed Final Dividend |
404.23 |
404.23 |
404.23 |
404.23 |
15 |
Tax on proposed Dividend |
82.29 |
82.29 |
82.29 |
82.29 |
16 |
Equity Share Capital |
1010.58 |
1010.58 |
1010.58 |
1010.58 |
17 |
Other equity (Reserves & Surplus) |
66309.92 |
64490.59 |
70470.01 |
69012.39 |
18 |
EPS (Rs.) |
23.22 |
29.07 |
15.72 |
21.40 |
MAJOR LINE OF BUSINESS:
I - Manufacturing: Solar PV Modules, Solar Inverters and Mounting structures
II - Solar Power Systems Integration & Turnkey EPC contracts
III - Solar Power Generation (IPP and under RESCO)
IV - Solar Energy Storage Solutions (new vertical)
V - Iron and Steel Foundry Products for Domestic and Export Markets
SWELECT, with a strong back drop of more than 30 years of Power Electronics and Power Systems experience, is well positioned in the Renewable Energy space with over 150 MW of Solar Photovoltaic EPC experience. SWELECT currently has done more than 9000 SPV installations (Roof Top SPV Integration & Solar Water Pumps), which is one of the largest in the country. With well demonstrated technical superiority and international quality standards your Company is fully geared to face the ever changing Clean Energy market landscape, with a unique status of one of the very few companies in the SPV Industry in India to offer the complete range of Products and Services.
SWELECT has also contributed significantly in Solar Water Pumping projects in many states across India.
Export of Iron & Steel castings: Your group''s Wholly Owned Subsidiary (WOS) Company AMEX Alloys has earned a foreign exchange of over Rs.60.00 crores in Euros and US Dollars.
GENERAL REVIEW OF THE BUSINESS OF THE COMPANY:
During the year, your Company achieved a growth of 2.21% over the previous financial year in Revenue from operations (Standalone). The Profit After Tax (PAT) for the current year is Rs. 2346.93 lakhs.
DIVIDEND
The Board of Directors have recommended a Dividend of Rs.4/- per equity share [@ 40% on the equity share capital of Rs.10,10,58,400/- (Rupees Ten Crore Ten Lakh Fifty Eight Thousand Four Hundred Only)], for the year ended 31st March 2018, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The outflow for the Company would be Rs. 404.23 Lakhs towards dividend and Rs. 82.29 Lakhs towards dividend distribution tax.
SHARE CAPITAL
During the year under review, there was no change in the Company''s issued, subscribed and paid-up equity share capital. On March 31, 2018, it stood at Rs.10,10,58,400/- divided into 1,01,05,840 equity shares of Rs.10/- each.
TRANSFER TO GENERAL RESERVE
During the year, your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
The Company has 10 subsidiaries as on the date of the report. The Board of Directors at their meeting held on 25th May 2018, approved the consolidated accounts of subsidiaries. Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s subsidiaries, in Form AOC-1 is attached to the financial statements of the Company. The Company does not have Associates or Joint Ventures as on the date of the report.
During the year, none of the company has become or ceased to be subsidiary, Joint Venture or Associate of the company. DEPOSITS
The Company did not receive deposits from the public during the year and no amount of principal or interest was outstanding as of the Balance Sheet date.
CHANGE IN DIRECTORS OR KEY MANAGERIAL PERSONNEL
- Mr. A. Balan (DIN: 00017091), Joint Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
- Mrs. Jayashree Nachiappan (DIN: 03173327), Non-Executive Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
- Mr. K. v. Nachiappan (DIN: 00017182), was appointed as the Whole Time Director of the Company for a period of five years with effect from 20th April 2018, based on the recommendation by the Nomination and Remuneration Committee.
The Profile of Mr. A. Balan, Mrs. Jayashree Nachiappan, and Mr. K. V. Nachiappan, is given separately in the notice of AGM. The Board recommends necessary resolutions for the approval of Shareholders at the ensuing Annual General Meeting.
Mr. v.M. Sivasubramaniam (DIN: 00017249), Independent Director, Non-Executive Chairman on the Board, resigned as Director effective 26th April 2018. Consequently, Mr. V.M. Sivasubramaniam ceased to be the Chairman of the Board of Directors of the Company.
Mr. S. Annadurai (DIN: 00137561), Independent Director of the Company, was appointed as Chairperson of the Board of Directors of the Company with effect from 10th May 2018.
NUMBER OF BOARD MEETINGS
During the Financial Year 2017-18, seven meetings of the Board of Directors of the Company were held. The details are provided in the Corporate Governance Report that forms part of this Annual Report.
DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE AND ITS RECOMMENDATION
The details of Composition of Audit Committee along with its terms of reference are given in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board.
DETAILS OF ESTABLISHMENT OF vIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has adopted the Vigil mechanism and the details are given in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (prevention, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.
The members of the Committee are 1. Mrs. S. Indira, 2. Mrs. C. Preethy, 3. Ms. Aarthi Balan and 4. Mr. K. Karthikeyan.
The following is a summary of sexual harassment complaints received and disposed of during the year 2017-2018 No. of complaints received during the year : Nil
No. of complaints disposed off during the year : Nil
CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING
The Company has adopted the Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code prohibits trading in securities of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
All Directors, Key Management Personnel and Senior Management of the Company have confirmed compliance with the code of conduct applicable to them and a declaration to this effect made by the Managing Director is attached with this report.
Code of conduct of Board of Directors and Senior Management Personnel are available in Company''s website http://www.swelectes.com/ investor.html.
STATUTORY AUDITORS
Pursuant to provisions of Section 139(1) of the Companies Act, 2013, M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Chennai (Firm Registration No.117366W/W - 100018) was appointed as the Statutory Auditors of the Company by the Shareholders at the 22nd Annual General Meeting (AGM) held on 11.8.2017 for a term of five consecutive years from the conclusion of the 22nd AGM up to 27th AGM of the Company, subject to ratification by Shareholders at the every AGM after the 22nd Annual General Meeting of the Company. The Ministry of Corporate Affairs vide its notification dated 7.5.2018, omitted the provision for ratification of appointment of Auditors by Shareholders at every AGM. Accordingly, the ratification of the appointment of Statutory Auditors by Shareholders is not required to be adopted in every AGM.
The Board accordingly recommends necessary resolution for the approval of Shareholders at the ensuing Annual General Meeting.
STATUTORY AUDITORS REPORT
There were no qualifications or observations or remarks made by the Statutory Auditors in their report for the year 2017-2018. SECRETARIAL AUDIT REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor Mr. R. Kannan, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is also attached as part of this Report. There are no qualifications or remarks made by the Secretarial Auditor in his Report and the same is given in Annexure - 1.
COST AUDIT
Pursuant to the Companies (Cost Records and Audit) Rules, 2014, the Company filed the Cost Audit Report, with the Ministry of Corporate Affairs, for the financial year 2016-17 in XBRL format. For the financial year 2017-18, the Board appointed Mr. R. Ravichandran, as Cost Auditor and he will submit his report within the time limit applicable under the Companies (Cost Records and Audit) Rules, 2014.
The Board, on the recommendation of the Audit Committee, has appointed M/s. Ravichandran Bhagyalakshmi & Associates, Cost Accountants, as the Cost Auditors of the Company for the financial year 2018 - 2019. The Board also considered and approved the remuneration of Rs.1.32 Lakhs as recommended by the Audit Committee. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules 2014, the remuneration of the Cost Auditor has to be ratified by the members. Accordingly, the Board recommends necessary resolution at the ensuing AGM for ratification.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate Section forming part of the Annual Report.
conservation of energy, technology absorption and foreign exchange earnings and outgo
The Conservation of energy, technology absorption and foreign exchange earnings and outgo forms part of the Board''s report and is given in Annexure - 2.
extract of the annual return
The extract of Annual Return, in format MGT-9, for the Financial Year 2017-18 is given in Annexure -3.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
The Company undertakes âCorporate Social Responsibilityâ (CSR) initiatives directly to the public in improving the quality of life. During the year 2017-18, the Company has undertaken many initiatives through a policy framework for expanding some of the present initiatives and undertaking newer CSR initiatives in the year to come.
The Annual Report on CSR Activities in the prescribed format is given in the Annexure -4 .
Details of composition of the CSR Committee, number of meetings held during the year under review and other particulars are set out in the Corporate Governance Report which forms a part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Accordingly, the disclosure required u/s 134(3)(h) of the Act in form AOC-2 is not applicable to the Company.
The Policy on materiality of Related Party Transactions and dealing with related party transaction as approved by the Board may be accessed on the Company''s website www.swelectes.com. Members may refer to the notes to the financial statements which sets out related party disclosures.
SIGNIFICANT AND MATERIAL ORDERS
During the year there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME
The Board carried out an annual evaluation of its own performance, the directors and committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process.
The Company provides details of webcast being conducted by the Institute of Company Secretaries of India and Institute of Chartered Accountants of India to the Independent Directors to facilitate updating on the various amendments in the Companies Act, 2013, rules, notifications etc. In addition the Company is engaging professional consultants to update and clarify the development/changes in the Acts.
Further, during the year the Independent Directors of the Company met on March 31, 2018 to review the performance of the Non-Executive directors, Chairman of the Company and performance of the Board as a whole.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year 31st March 2018 and the date of the report 25th May 2018.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) to the extent applicable, in the preparation of the financial statements.
INDIAN ACCOUNTING STANDARDS (Ind AS)
In compliance with the Ministry of Corporate Affairs (MCA) Notification dated 16th February 2016, announcing the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''), the Company has prepared its standalone and consolidated financial statements adopting Ind AS with effect from 1st April 2016 (with transition date of 1st April 2015).
CORPORATE GOVERNANCE CERTIFICATE
A report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to this Report.
A Compliance Certificate from Mr. R. Kannan, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid regulation is also annexed to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(5) of the Companies Act, 2013, your directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;
(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that year;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its officers and employees had been noticed or reported during the year.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Independent Directors of the Company have given a declaration to the Company that they qualify the criteria of independence as required under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE EVALUATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT PERSONNEL
The Board, based on the recommendation of the Nomination and Remuneration Committee, has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is given in Annexure - 5.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the details in respect of employees of the Company are given in Annexure - 6.
SECRETARIAL STANDARDS
The Company has complied with all applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the year.
ACKNOWLEDGEMENT
Your Board places on record its appreciation of the support and co-operation received from the Government of India, State Governments, Banks, Suppliers, Employees, Customers and Vendors, whom your company looks upon as its valued partners in the path of progress. Your Directors also wish to place on record their appreciation for the valuable services rendered by Depositories, Stock Exchanges, and the Registrar and Transfer Agents. Your Directors thank all valuable Investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confidence reposed in the Management.
For and on behalf of the Board of Directors
Sd/- Sd/-
Chennai R. CHELLAPPAN A.BALAN
25th May 2018 Managing Director Joint Managing Director
Mar 31, 2017
Our Valued Shareholders
The directors have pleasure in presenting the Twenty Second Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March 2017.
FINANCIAL HIGHLIGHTS (Rs. in Lakhs)
|
|
Standalone |
Consolidated |
||
S.No. |
Particulars |
For the year ended 31/03/2017 |
For the year ended 31/03/2016 |
For the year ended 31/03/2017 |
For the year ended 31/03/2016 |
1 |
Revenue from operations |
17006.97 |
16315.86 |
24686.17 |
28194.95 |
2 |
Other income |
2696.41 |
2042.90 |
714.66 |
313.69 |
3 |
Finance income |
1919.44 |
1296.22 |
2875.73 |
2832.86 |
4 |
Total Income from Operations |
21622.82 |
19654.98 |
28276.56 |
31341.50 |
5 |
Total Expenditure (Excluding Finance cost, Depreciation & Amortization) |
16138.10 |
15406.43 |
22283.96 |
25872.95 |
6 |
Profit Before Finance cost, Depreciation & Amortization and Tax |
5484.72 |
4248.55 |
5992.60 |
5468.55 |
7 |
Finance Cost |
529.55 |
960.96 |
959.15 |
1200.28 |
8 |
Depreciation and Amortization |
1114.44 |
1251.04 |
1946.00 |
1704.13 |
9 |
Exceptional item # |
0.00 |
81.67 |
0.00 |
30.00 |
10 |
Profit Before Tax |
3840.73 |
2118.22 |
3087.45 |
2594.14 |
11 |
Income Tax Expense |
902.88 |
917.15 |
924.39 |
938.62 |
12 |
Net Profit / (Loss) for the year |
2937.85 |
1201.07 |
2163.06 |
1655.52 |
13 |
Other Comprehensive income for the year, net of tax |
- |
1.84 |
(215.32) |
523.37 |
14 |
Total comprehensive income for the year, net of tax |
2937.85 |
1202.91 |
1947.74 |
2178.89 |
15 |
Transfer to General Reserve |
0.00 |
222.57 |
0.00 |
222.57 |
16 |
Interim Dividend |
0.00 |
303.18 |
0.00 |
303.18 |
17 |
Proposed Final Dividend |
404.24 |
101.06 |
404.24 |
101.06 |
18 |
Tax on proposed Dividend |
82.76 |
20.69 |
82.76 |
20.69 |
19 |
Equity Share Capital |
1010.58 |
1010.58 |
1010.58 |
1010.58 |
20 |
Other equity (Reserves & Surplus) |
64490.59 |
61674.49 |
69012.39 |
67192.08 |
21 |
EPS (Rs.) |
29.07 |
11.88 |
21.40 |
16.38 |
# Refer to Note No.41 of standalone financial statements MAJOR LINE OF BUSINESS:
- I - Manufacturing : Solar PV Modules, Solar Inverters and Mounting Structures
- II - Solar Power Generation & Systems Integration
- III - Iron & Steel Foundry Products
SWELECT, with a strong back drop of 30 years of Power electronics and Power Systems experience, is well positioned in the Renewable Energy space with over 60 MW of Solar Photovoltaic EPC experience. With a commanding and deep vertically integrated supply line management to cater to its customers, with business agility and with superior technical know-how, your company is fully geared to tackle the challenges of the industry.
GENERAL REVIEW OF THE BUSINESS OF THE COMPANY:
During the year, your Company achieved a growth of 4.23% over the previous financial year in Revenue from operations (Standalone). The Profit After Tax (PAT) for the current year is Rs.2937.85 lakhs.
dividend
The Board of Directors have recommended a Dividend of Rs.4/- per equity share [@ 40% on the equity share capital of Rs.10,10,58,400/- (Rupees Ten Crores Ten Lakhs Fifty Eight Thousand Four Hundred Only)], for the year ended 31st March 2017, subject to the approval of the shareholders at the ensuing Annual General Meeting of the Company. The money outflow for the Company would be Rs. 404.24 Lakhs towards dividend and Rs.82.76 Lakhs towards dividend distribution tax.
SHARE CAPITAL
During the year under review, there was no change in the Company''s issued, subscribed and paid-up equity share capital. On March 31, 2017, it stood at Rs.10,10,58,400/- divided into 1,01,05,840 equity shares of Rs.10/- each. However, consequent to the amalgamation of HHV Solar Technologies Limited with the Company, the existing Authorized Share Capital of the Company has been altered as Rs.47,00,00,000/- comprising 4,70,00,000 Equity Shares of Rs.10/- each, vide Postal Ballot resolution dated 29 March 2017.
TRANSFER TO GENERAL RESERVE
During the year, the Company does not propose to transfer any amount to the general reserve out of the amount available for appropriation.
HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES
During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared the consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is given in the consolidated financial statements. The statement also provides the details of performance and financial position of each of the subsidiaries. The Company does not have any investment in associate and joint venture companies during the period under report.
DEPOSITS
The Company did not receive deposits from the public during the year.
CHANGE IN DIRECTORS OR KEY MANAGERIAL PERSONNEL
- Mr. v. C. Raghunath (DIN:00703922), Whole Time Director, liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
- At the meeting held on 28.06.2017, the Board, on the recommendation of the Nomination and Remuneration Committee, appointed Mrs. v. C. Mirunalini (DIN:07860175) as a Whole Time Director of the Company for a term of five years from 28th June 2017 to 27th June 2022, subject to the approval of shareholders at the ensuing Annual General Meeting.
- At the meeting held on 28.06.2017, the Board, on the recommendation of the Nomination and Remuneration Committee, appointed Mr. S. Annadurai (DIN: 00137561) as an additional director of the Company with effect from 28.06.2017, who holds office up to the date of ensuing Annual General Meeting.
Mr. S. Annadurai has fulfilled the conditions as specified in Section 149(6) of the Companies Act, 2013 and is eligible to be appointed as an Independent Director of the Company for a term of five years from 28th June 2017 to 27th June 2022, subject to the approval of shareholders at the ensuing Annual General Meeting.
The Profile of Mr. V.C. Raghunath, Mrs. V. C. Mirunalini and Mr. S. Annadurai, is given separately in the notice of AGM.
The Board accordingly recommends necessary resolutions for the approval of Shareholders at the ensuing Annual General Meeting.
NUMBER OF BOARD MEETINGS
During the Financial Year 2016-17, Six meetings of the Board of Directors of the company were held. The details are provided in the Corporate Governance Report that forms part of this Annual Report.
DISCLOSURE ON COMPOSITION OF AUDIT COMMITTEE AND ITS RECOMMENDATION
The details of Composition of Audit Committee along with its terms of reference are given in the Corporate Governance Report. All recommendations of the Audit Committee were accepted by the Board.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has adopted the Vigil mechanism and the details are given in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.
The members of the Committee are 1. Mrs. S. Indira, 2. Mrs. C. Preethy, 3. Ms. Aarthi Balan and 4. Mr. K. Karthikeyan.
The following is a summary of sexual harassment complaints received and disposed off during the year 2016-2017 No. of complaints received during the year : Nil
No. of complaints disposed off during the year : Nil
CODE OF CONDUCT AND PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct as per the Guidelines issued by the Securities and Exchange Board of India for Prevention of Insider Trading with a view to regulating trading in securities by the Directors and designated employees of the Company. The Code prohibits trading in securities of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.
All Directors, Key Management Personnel and senior management of the Company have confirmed compliance with the code of conduct applicable to them and a declaration in this effect made by the Managing Director is attached with this report.
Code of conduct of Board of Directors and Senior Management Personnel are available in Company''s website http://www.swelectes.com/ investor.html.
STATUTORY AUDITORS
Section 139 of the Companies Act, 2013 prescribes the maximum term for which Statutory Auditors may be appointed. The term of the existing Statutory Auditors, M/s S.R. Batliboi & Associates LLP, is due to end at the conclusion of the ensuing Annual General Meeting (AGM). Hence, in compliance with the provisions of the Companies Act, 2013, it is proposed to appoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, Chennai (Firm Registration No.117366W/W - 100018) as the new Statutory Auditors of the Company to hold office for a term of five years from the conclusion of the ensuing AGM.
STATUTORY AUDITORS REPORT
There are no qualifications or observations or remarks made by the Statutory Auditors in their report for the year 2016-2017. SECRETARIAL AUDIT REPORT
A Secretarial Audit was conducted during the year by the Secretarial Auditor, Mr. R. Kannan, Practicing Company Secretary, in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is also attached as part of this Report. There are no qualifications or remarks made by the Secretarial Auditor in his Report and the same is given in Annexure - 1.
COST AUDIT
The Board, on the recommendation of the Audit Committee, has appointed Mr. R. Ravichandran, Cost Accountant, as Cost Auditor of the Company for the financial year ending March 31, 2018. The Board also considered and approved the remuneration recommended by the Audit Committee. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules 2014, the remuneration of the Cost Auditor has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate Section forming part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Conservation of energy, technology absorption and foreign exchange earnings and outgo forms part of the Board''s report and is given in Annexure - 2.
EXTRACT OF THE ANNUAL RETURN
The extract of Annual Return, in format MGT-9, for the Financial Year 2016-17 is given in Annexure -3.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
The Company undertakes âCorporate Social Responsibilityâ (CSR) initiatives directly to the public in improving the quality of life. During the year 2016-17, the Company has undertaken many initiatives through a policy framework for expanding some of the present initiatives and undertaking newer CSR initiatives in the year to come.
The Annual Report on CSR Activities in the prescribed format is given in the Annexure -4 .
Details of composition of the CSR Committee, number of meetings held during the year under review and other particulars are set out in the Corporate Governance Report which forms a part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts/arrangements/transactions entered by the Company during the financial year with Related Parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
Accordingly, the disclosure required u/s 134(3)(h) of the Act in form AOC-2 is not applicable to the Company.
The Policy on materiality of Related Party Transactions and dealing with related party transaction as approved by the Board may be accessed on the Company''s website www.swelectes.com. Members may refer to the notes to the financial statements which sets out related party disclosures.
SIGNIFICANT AND MATERIAL ORDERS
During the year there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.
ANNUAL BOARD EVALUATION AND FAMILIARIZING PROGRAMME
The Board carried out an annual evaluation of its own performance, the directors and committees of the Board based on the guideline formulated by the Nomination & Remuneration Committee. Board composition, quality and timely flow of information, frequency of meetings, and level of participation in discussions were some of the parameters considered during the evaluation process.
The Company provides details of webcast being conducted by the Institute of Company Secretaries of India and Institute of Chartered Accountants of India to the Independent Directors to facilitate updation on the various amendments in the Companies Act, 2013, rules, notifications etc. In addition the Company is engaging professional consultants to update and clarify the development/changes in the Acts.
Further, during the year the Independent Directors of the Company met on March 31, 2017 to review the performance of the Non-Executive directors, Chairman of the Company and performance of the Board as a whole.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between the end of the financial year 31st March 2017 and the date of the report 28th June 2017.
DISCLOSURE OF ACCOUNTING TREATMENT
The Company has followed the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014 (as amended) to the extent applicable, in the preparation of the financial statements.
INDIAN ACCOUNTING STANDARDS (Ind AS)
In compliance with the Ministry of Corporate Affairs (MCA) Notification dated 16th February 2016, announcing the Companies (Indian Accounting Standards) Rules, 2015 (''Ind AS''), the Company has prepared its standalone and consolidated financial statements adopting Ind AS with effect from 1st April 2016 (with transition date of 1st April 2015). The impact of transition has been accounted for in opening reserves and the comparative figures for the previous year have been restated accordingly.
CORPORATE GOVERNANCE CERTIFICATE
A report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached to this Report.
A Compliance Certificate from Mr. R. Kannan, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance as stipulated under the aforesaid regulation is annexed to this report.
DIRECTORS'' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134 of the Companies Act, 2013, your directors confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that year;
(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors have stated that, no fraud by the Company or no material fraud on the Company by its officers and employees had been noticed or reported during the year.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors of the Company have given a declaration to the Company that they qualify the criteria of independence as required under the Act and the regulations.
POLICY ON NOMINATION AND REMUNERATION AND PERFORMANCE EVALUATION OF DIRECTORS, KMP AND SENIOR MANAGEMENT PERSONNEL
The Board, based on the recommendation of the Nomination and Remuneration Committee, has formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is given in Annexure - 5.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, the details in respect of employees of the Company are given in Annexure - 6.
ACKNOWLEDGEMENT
Your Board places on record its appreciation of the support and co-operation received from the Government of India, State Governments, Banks, Suppliers, Employees, Customers and Vendors, whom your company looks upon as its valued partners in the path of progress. Your Directors also wish to place on record their appreciation for the valuable services rendered by Depositories, Stock Exchanges, and the Registrar and Transfer Agents. Your Directors thank all valuable Investors who have been with the Company all these years and are also very much pleased to welcome all the new Investors and thank them for their continued patronage and confidence reposed in the Management.
For and on behalf of the Board of Directors
Sd/- Sd/-
Chennai R. CHELLAPPAN A.BALAN
June 28, 2017 Managing Director Joint Managing Director
Mar 31, 2015
Dear Members,
Our Valued Shareholders
We have pleasure in presenting the Twentieth Annual Report and the
Audited accounts of the Company for the year ended 31sl March 2015.
Financial highlights (Standalone)
(Rs.In Lakhs)
for the year ended for the year ended
Particulars 31/3/2015 31/3/2014
Sales / Income from
operations 4,887.50 5,240.31
Less: Taxes and duties 54.49 158.17
Net Sales/Income from Operations 4,833.01 5,082.13
Other income 2,478.58 2,936.00
Total Income from Operations 7,311.59 8,018.13
Total Expenditure 4,881.95 4,961.30
Profit Before Depreciation,
Interest and Tax 2,429.64 3,056.83
Interest 1,059.90 116.09
Depreciation 871.71 446.23
Exceptional item -203.12 -
Profit Before Tax 294.91 2,494.51
Tax Expense 161.98 -
Profit AfterTax 132.93 2,494.51
Transfer to General Reserve 13.29 249.45
Interim Dividend - -
Proposed Final Dividend 252.65 909.53
Tax on Dividend 51.43 154.57
Balance Carried Forward 45,248.39 45,432.83
Equity Capital 1010.58 1010.58
Reserves and Surplus 63,634.44 63,463.29
EPS (Rs.) 1.32 24.68
A quick glance of the financial for the last 4 years
Particulars 2011-12 2012-13
Total Revenue 53,993.83 15,279.14
EBIDTA 5,024.52 4,141.42
Depreciation 564.96 458.03
Interest 103.71 148.29
Exceptional income 61,511.77
Exceptional item-expenditure
EBT 4,355.85 65,046.87
EAT 3,463.11 51,079.64
Particulars 2013-14 2014-2015
Total Revenue 8,018.13 7,311.59
EBIDTA 3,056.83 2,429.64
Depreciation 446.23 871.71
Interest 116.09 1,059.90
Exceptional income - 203.12
Exceptional item-expenditure
2.494.51 294.91
Exceptional item-expenditure
2.494.51 132.93
Note : Previous year's figures have been regrouped / reclassified
wherever necessary.
** During the previous year 2012-13, the Company had consummated slump
sale of its UPS business comprising operations in India, Singapore and
investment in Srilanka as a going concern on a slump sale basis. The
net gain arising from the sale has been disclosed as an 'exceptional
other income'
# Exceptional item - expenditure represents cost of land written off
amounting to Rs.203.12 Lakhs (net of recovery) on account of defective
title and for which the company is pursuing a legal claim against
certain individuals.
* Represents interest paid to banks for the term loans availed during
the year for the solar power plant project. Further income on
investment in mutual fund (fixed maturity plans) has not been
recognised during the year as prescribed under accounting standards.
Transfer to General Reserve
The Company transferred Rs 13.29 lakhs to General reserve out of
profits for the year ended 31.3.2015.
Dividend
The Board of Directors has recommended a Dividend of Rs.2.50 per equity
share (@ 25% on the equity share capital of the Company), free of tax
in the hands of the shareholders, for the year ended 31st March 2015,
subject to the approval of the shareholders at the ensuing Annual
General meeting of the Company. The Money outflow for the company is
Rs.252.65 Lakhs in addition to the dividend distribution tax of
Rs.51.43 lakhs.
FINANCIAL HIGHLIGHTS- Consolidated
(Rs. In Lakhs)
For the year ended For the year ended
Particulars 31/3/2015 31/3/2014
Sales / Income from
operations 22,756.04 18,309.79
Less: Taxes and duties 571.45 665.10
Net Sales/Income from
Operations 22,184.59 17,644.69
Other income 2,678.21 2,685.11
Total Income from Operations 24,862.80 20,329.81
Total Expenditure 21,532.70 17,138.24
Profit Before Depreciation,
Interest and Tax 3,330.10 3,191.57
Interest 1,205.30 341.77
Depreciation 1,693.08 999.98
Exceptional other Income - -
Exceptional - expenses 203.12 -
Share in loss of associate
company 11.79 0.01
Profit Before Tax 216.81 1,849.81
Tax Expense 254.34 198.94
Net (loss) / profit after tax
before minority interest -37.52 1,650.86
Minority interest - -32.89
Net loss / profit for the year -37.52 1,617.97
Balance Carried Forward -37.52 1,650.86
Equity Capital 1,010.58 1,010.58
Minority Interest - -500.00
Preference shares in subsidiary
held outside the group 400.00 -
Reserves and Surplus 66,789.23 66,831.04
EPS (Rs.) -0.41 15.95
General review of the Business of the Company during the year
In the year 2014-15, while the standalone company revenue has come down
by 6.73%, the company has achieved an overall consolidated growth of
25.73%, from INR 176.44 Cr to INR 221.84 Cr. Though the revenue has
increased by 25%, the market conditions have resulted in the EBIDTA of
Rs.24.29 Cr. compared to EBIDTA of 30.56 Cr. for the previous year.
This drop in the EBIDTA is largely associated with overall economic
slowdown, US Dollar went up steeply resulting in increased raw
materials cost and a steep EURO drop has affected the top line growth
and the profitability of our foundries. These challenges will continue
to remain but the company is gearing-up for higher efficiency of
systems and processes with well-planned expansion and product
development.
COMPANY UPDATE:
SWELECT has a total of 30 MW of Solar Installations with a 1.5 MW of
Wind farm.
The company has the below products and services in its portfolio
Products
- Solar PV Modules (the present capacity is being enhanced to 100
MW/year)
- Solar Charge Controllers (PWM and MPPT) / Power Converters (DC/AC)
- Solar Inverters (Standalone / off-grid)
- Solar Grid Tie Inverters
- Grid Interactive / Bi-Directional Inverter systems for Mini & Smart
grid - well suited for Industrial and rural applications
- Complete range of BoS (balance of Systems) & Module Mounting
structures.
- Energy Efficient Lighting - Projects & Services
- EPC - Roof Top & Utility scale projects
- Retrofit / Solar Power back-up for the existing UPS systems
- Design, Supply, Erection and Commissioning of SPV Farms
- O&M (Operation and Maintenance) of Roof Top & Utility scale
projects.
- Mechanical Balance of system and works.
- Electrical Balance of systems and works.
- Project Management services.
- Power Quality Management & Energy audit.
SWELECT is committed to install and commission SPV parks for energy
sale to third party and Government through Power Purchase agreement
(PPA), Group Captive Energy Sales and emerge as an IPP in the Solar
Energy Space.
SWELECT has bid for the JNNSM Phase 2, Batch 1 Solar project and won
the bid for 10 MW of Solar Plant capacity under the DCR (Domestic
Content Requirement - wherein the cells and the modules have to be made
in India). The project has been executed in Musiri, Trichy District in
Tamil Nadu and has been commissioned recently.
Awards / Credentials of SWELECT ENERGY SYSTEMS LIMITED
- SD's NO. 1 off grid / roof top solar PV power solution Provider of
the year 2014
- SD's NO. 2 SPCU Manufacturer of the year 2014
- SD's NO. 2 Hybrid / Grid sharing solar PV power Solution provider
of the year 2014
- SD Award 2014 for having completed the largest numbers of Roof Top
Installations in the Country
- A SD's Star Green Rating continuous for last 3 years
- Registered with MNRE as "Empanelled Inverter Manufacturer"
- Accredited as Channel Partner for Solar Applications (PV) under
JNNSM by MNRE
- Empanelled as Energy Service Company with Bureau of Energy
Efficiency (BEE)
- Empanelled with SECI (Solar Energy Corporation of India) for
Implementation of Micro and Mini Solar PV Power Plants for Rural
Electrification in India
- Empanelled with NREDCAP (AP State and Telangana State) as System
Integrators Subsidiary / Joint Ventures / Associate Companies
HHV SOLAR TECHNOLOGIES LIMITED
During the year 2014-2015 SWELECT acquired 100% equity of HHV Solar
Technologies Limited. Now HHV Solar Technologies Limited is a wholly
owned subsidiary (WOS) of SWELECT. HHV Solar currently has an installed
capacity of 40 MW per annum and capacity addition of 60 MW is under
process. This would ensure that a wider customer base is serviced with
good Export potential.
Awards / Credentials of HHV SOLAR TECHNOLOGIES LIMITED
- SD's No.3 SPV Panel Manufacturers of the year 2014
- ISO 9001:2008, 14001:2004 and OSHAS 18001:2007 Certified
- Certified of Approval Microgeneration by BRE Global Mark for the
Photovoltaic Modules
- IEC Certification for the PV Modules (61215, 61730, 61701)
- ETL Certification for the PV Modules
- cETLus (UL1703, cUL, CEC for USA, Canada)
- Member of Export Promotion Council for EOUs & SEZs for the year
2013-14 FOUNDRY BUSINESS
Amex Alloys Pvt. Ltd. is a wholly owned subsidiary Company of SWELECT
doing steel and foundry business. AMEX Alloys is enjoying over 80%
export of its quality products (Valve castings) in Low Carbon Steel &
Special Alloy Steel for flow control applications and Oil & Gas
Industries with customers in Germany, Spain, Italy, France, and UK and
in USA.
AMEX Investment Casting Plant: A major milestone in our foundry group -
Amex Alloys has established new plant for manufacturing Investment
Casting based on last wax technique, thus becoming the first foundry in
India to supply the world with Grey Iron / SG Iron / Low Carbon Steel /
Stainless Steel / Special Alloy Steel castings as a one stop solution
under one roof by producing Sand castings and investments castings
process.
For the third time the Company received Export Excellence Award
adjudged by the IIF - organised by Confederation of Indian Industries
(CII).
AMEX Irons Pvt Ltd. has been producing Grey and SG iron castings mostly
for domestic market (BHEL / TAFE / JOHNSON Lifts etc.) and in the
recent times, after SWELECT takeover, has successfully entered into the
European markets as well. The Company is witnessing increase in export
opportunity in the recent times.
Awards / Credentials of AMEX ALLOYS & AMEX IRONS
- Adjudged by IIF (Institute of Indian Foundrymen) Coimbatore Chapter
as the "Best Foundry" award for the year 2011
- Adjudged as the Winner of "Export Excellence Award" in the
Small Scale Category for the year 2013
- Adjudged as the Winner of "Export Excellence Award" in the
Small Scale Category for the year 2012
- BV Marine Certificate for Steel Castings products
- Certified by DNV (Det Norske Veritas) as "Approved
Manufacturer"
- Certified by DNV with NORSOK 650 - for Sand Casting
- Approved by Lloyd's Register as "Approved Manufacturer"
- ISO 9001:2008 Certified by TUV Nord
- Adjudged by Central Boilers Board as "Well known Foundry" for
the manufacturing of castings upto a maximum of 650 Kgs / piece in 2011
CLOSURE OF ASSOCIATE AND JOINT VENTURE COMPANIES
During the year SWELECT - Sunpac Power Protection Private Limited
(Associate Company) and SWELECT Infrastructure Services Private limited
(Joint Venture Company), were struck off under Fast Track Exit (FTE) as
these Companies were inoperative for more than five years.
Results of Subsidiary Companies
The financial position of the subsidiaries was included in the
consolidated financial statement.
Name of the Subsidiary Company Place of incorporation
HHV Solar Technologies Limited Bengaluru, India
Amex Alloys Private Limited Coimbatore, India
Amex Irons Private Limited Coimbatore, India
SWELECT Solar Energy Private Limited Chennai, India
SWELECT Green Energy Solutions Pvt. Ltd Chennai, India
BS Powertech Solutions Private Limited* Chennai, India
SWELECT Energy Systems Pte. Limited Singapore
Subsidiary of SWELECT Solar Energy Private Limited.
Deposits
The Company did not receive deposits from the public during the year.
Directors
Change in Directors and Key Managerial Personnel
Mr. R. Chellappan, whose period of office as Managing Director expired
on April 30,2015, was appointed as the Managing Director of the Company
for a period of 5 years from 1st May 2015 to 30th April 2020 subject to
the approval of the Shareholders at the Annual General meeting.
Mr.V. C. Raghunath, Whole Time Director of the Company, Mrs. Vasantha
Balan, and Mrs. Jayashree Nachiappan, Non-Executive Directors retire by
rotation and being eligible offer themselves for re-appointment.
The Independent Directors Mr. V.M. Sivasubramaniam and Mr. N.
Natarajan, were appointed for a period of 5 years and are not liable to
retire by rotation. The Independent Directors had a separate meeting on
09.02.2015 to review the performance and evaluation of the Board.
The Independent Directors have confirmed and declared that they are not
disqualified to act as an independent Director in compliance with the
provisions of section 149 of the Companies Act 2013.
The Profiles of the Mr. R. Chellappan, Managing Director, Mr.V.C.
Raghunath, Whole Time Director , Mrs. Vasantha Balan and Mrs. Jayashree
Nachiappan are given separately in the Corporate Governance Report.
Transfer of Amounts to Investor Education and Protection Fund
Pursuant to the provisions of Section 125 of the Companies Act, 2013
relevant amounts which remained unpaid or unclaimed for a period of
seven years have been transferred by the Company, from to time to time
on the due dates, to the Investor Education and Protection Fund.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on 28.07.2014
(date of last Annual General Meeting) on the Company's website
www.swelectes.com, and also on the Ministry of Corporate Affairs'
website.
Board and Committee Meetings
The Board met 7 times during the year.The details regarding the Board
meetings, Audit committee meetings, Corporate social responsibility
committee meeting, Nomination and remuneration committee meeting etc.,
are given separately in Corporate Governance report.
Industrial Relations
During the year under review, the Company enjoyed cordial relationship
with workers and employees at all levels.
Code of Conduct
All Directors, Key Management personnel and senior management of the
Company have confirmed compliance with the code of conduct applicable
to the Directors and employees of the Company and a declaration in this
effect made by the Managing Director and the Chief Financial officer is
attached with this report.
Details of establishment of vigil mechanism for directors and employees
Vigil mechanism has been established in the Company and the policy on
the Vigil mechanism is available on the website of the Company
www.swelectes.com The Audit Committee looks into the complaints if any
raised and reports to the Board.
Disclosure under the Sexual Harassment of women at work place
(prevention, prohibition and redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirement of the Sexual Harassment of Women at the Workplace
(Prevention . Prohibition & Redressal) Act 2013. Internal Complaints
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees (Permanent, contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and
disposed off during the year 2014-2015.
No. of complaints received during the year : Nil
No. of Complaints disposed off during the year : Nil
Prevention of Insider Trading:
The Company has adopted a Code of Conduct as per the Guidelines issued
by the Securities and Exchange Board of India for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed.
The Board of Directors and the designated employees have confirmed
compliance with the Code.
Statutory Auditors
M/s S.R. Batliboi & Associates LLP Statutory auditors of the Company
retire at the ensuing Annual General meeting The Board of Directors at
their meeting held on 28.05.2015 recommended their re-appointment for
the financial year 2015-2016.
There are no qualifications or observations or remarks made by the
Auditors in their report.
Secretarial Audit Report
A Secretarial Audit was conducted during the year by the Secretarial
Auditor, Mr. R. Kannan, Practicing Company Secretary, in accordance
with the provisions of section 204 of the Companies Act, 2013. The
Secretarial Auditor's Report is attached in Annexure 2 and forms a
part of this Report of the Directors. There are no qualifications or
remarks made by the Secretarial Auditor in his Report.
Cost Audit
As per the amended cost audit rules, issued by the Ministry of
Corporate Affairs, Cost Audit is not applicable to the Company for the
period 2014-2015.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate Section forming part of
the Annual Report.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
The Conservation of energy, technology absorption and foreign exchange
earnings and outgo forms part of the Board's report and is given in
Annexure 1
Extract of the Annual Return
The Extract of the annual return in Form No. MGT - 9, is being annexed
to the report in Annexure 3 Particulars of loans, guarantees or
investments under section 186
The Company has provided working capital loan, Guarantee, provided
security to the wholly owned subsidiary Companies which is permitted
under the Companies Act, 2013. The details of the loans, Guarantee, and
security provided are given in detail in the financial statements.
The details of the investments made by the Company are given in the
notes to the financial statements.
Particulars of contracts or arrangements with related parties:
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, the Company has formulated a Policy on Related Party
Transactions which is also available on Company's website at
www.swelectes.com / investor. The Policy intends to ensure that proper
reporting ; approval and disclosure processes are in place for all
transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is obtained for Related
Party Transactions on a quarterly basis for transactions which are of
repetitive nature and / or entered in the Ordinary Course of Business
and are at Arm's Length.
There is no materially significant related party transactions which
exceeds 10% of the consolidated Turnover of the Company.
Material Changes and commitments affecting the financial position of
the Company which have occurred between 31st March 2015 and 28th May
2015 (date of report).
There were no material changes and commitments affecting the financial
position of the Company between the end of the financial year (31st
March 2015) and the date of the report (28th May 2015).
Corporate Governance Certificate
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this Report.
A Compliance Certificate from Mr. R. Kannan, Practicing Company
Secretary, regarding compliance of conditions of Corporate Governance
as stipulated under the aforesaid Clause is annexed to this report.
Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state
thatÂ
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) t he directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is given in Annexure
4 in the Annual report.
In terms of Section 136 of the Act, the reports and accounts are being
sent to the members and others entitled thereto, which is available for
inspection by the members at the Registered office of the company
during business hours on working days of the company. If any member is
interested in inspecting the same, such member may write to the Company
Secretary in advance.
Acknowledgement
Your Board places on record its appreciation of the support and
co-operation received from the Government of India, State Governments,
Financial Institutions, Banks, Suppliers, Customers and Vendors, whom
your company looks upon as valued partners in progress. Your Directors
also wish to place on record their appreciation for the valuable
services rendered by Depositories, Stock Exchanges, and the Registrar
and Transfer Agents. Your Directors thank all our valuable Investors
who have been with the Company all these years and are also very much
pleased to welcome all the new Investors and thank them for their
continued patronage and confidence reposed in the Management.
For and on behalf of the Board of Directors
Chennai R.CHELLAPPAN V.C.RAGHUNATH
28 May 2015 Managing Director Director
Mar 31, 2014
Our Valued Shareholders,
We have pleasure in presenting the Nineteenth Annual Report together
with the Audited Accounts for the year ended March 31, 2014.
As the valuable shareholders of SWELECT ENERGY SYSTEMS LIMITED, you are
all aware that our company brings with it, almost three decades of
expertise in Power Electronics, Power Quality management and a
commendable performance in Solar Power. With our solid back drop of
experience,our main focus area is the most promising Renewable Energy
Sector, as the currently available resources for production of
conventional energy are getting dwindled year after year besides not
being environment friendly.
Financial Results :
The abridged stand alone financial results are as under:
(Rs. in Lakhs)
S.
No. Particulars for the year ended
31/3/2014 for the year ended
31/3/2013
1 Sales / Income from
operations 5128.98 11084.71
Less: Taxes and duties 158.17 534.88
2 Net Sales/Income
from Operations 4970.81 10549.83
3 Other income 3047.32 4729.31
Total Income from
Operations 8018.13 15279.14
4 Total Expenditure 4961.30 11137.72
5 Profit Before
Depreciation, Interest
and Tax 3056.83 4141.42
6 Interest 116.09 148.29
7 Depreciation 446.23 458.03
8 Exceptional other Income - 61511.77 #
9 Profit Before Tax 2494.51 65046.87
10 Tax Expense - 13967.23
11 Profit After Tax 2494.51 51079.64
12 Transfer to General
Reserve 249.45 14896.62
13 Interim Dividend - 12127.01
14 Proposed Final Dividend 909.53 808.47
15 Tax on Dividend 154.57 2104.70
16 Balance Carried Forward 1180.96 21142.84
17 Equity Capital 1010.58 1010.58
18 Reserves and Surplus 63634.44 62204.02
19 EPS (Rs.) 24.68 34.23 *
Note: Previous year''s fgures have been regrouped / reclassified wherever
necessary.
# During the previous year 2012-13, the Company had consummated slump
sale of its UPS business comprising operations in India, Singapore and
investment in a Srilanka as a going concern on a slump sale basis. The
net gain arising from the sale has been disclosed as an ''exceptional
other income''.
* EPS after excluding Exceptional other income.
Results of Operations:
For the Financial Year 2013-14, the Sales / Income from operations is
Rs.5,128.98 Lakhs and EPS is Rs. 24.68.
Dividend
The Board of Directors have pleasure in recommending a Dividend of Rs.
9/- per equity share (@ 90 % on the equity share capital of the Com-
pany), free of tax in the hands of the shareholders, for the year ended
31st March 2014, subject to approval of the shareholders at the ensuing
Annual General Meeting of the Company.
Current Business and Growth of the Company:
SWELECT Energy Systems Limited, formerly known as Numeric power Systems
Limited, listed in BSE & NSE, has offices across the country, module
manufacturing facility at Bangalore (HHV Solar Technologies Limited),
and fully backward integrated facility near Salem that manufactures
Solar Power Converter, Array Junction Boxes and Solar Module Mounting
Structures. SWELECT also has a 100% owned subsidiary in Singapore for
supporting the group''s international business.
In a very short time SWELECT has gained its strength in the solar
energy space with the status as a complete product company and a
leading PV project implementer.
As an experienced Energy Systems Company, SWELECT successfully launched
the Smart Grid projects and has over 20 sites of 40 -100 KW
installations to its credit in a short time. Across India, we have over
1500 rooftop installations and have commissioned successfully 2 sites
of 1 MW SPV parks each under REC scheme and IREDA scheme. The 12 MW SPV
Modular Park at Monjanur Village, Karur District, Tamilnadu, is part of
our proposed 15 MW capacity that is aimed at selling part of the
capacity to prospective Corporate entities from India and overseas.
SWELECT has been ranked as No. 1 Rooftop Solar Company (source Soft
Disk Awards 2011, 12, 13) for three consecutive years.
Our product range includes..
- Solar PV Modules.
- Solar Charge Controllers (PWM and MPPT) / Power Converters (DC/AC).
- Solar Inverters (Stand alone / off-grid).
- Solar Grid Tie Inverters.
- Grid Interactive Inverter systems for Mini & Smart grid applications.
- Complete range of BoS (balance of Systems) for SPV projects.
- SPV Hybrid systems with Energy Storage .
- Rootop & Utility scale projects.
- Module Mounting structures of all types.
- Monitoring and most other balance of systems in SPV projects.
Project capabilities of SWELECT :
- Rooftop & Utility scale projects.
- Design, Supply, Erection and Commissioning of SPV Farms.
- Mechanical Balance of system and works.
- Electrical Balance of systems and works.
IPP (Independent Power Producer) :
SWELECT is an emerging IPP in the Solar PV energy space.
Is committed to install and commission SPV parks for energy sale to
third party and Government through Power Purchase Agreement (PPA).
Special Engagements undertaken by the Company: Project management
services. Power quality audit and Energy audit.
Wind Power
SWELECT had installed a 1.5 MW wind mill quite successfully and also
commissioned an off-grid Solar-Wind Hybrid System. The R&D wing is
actively engaged in developing different prototypes to revolutionise
generation of alternate renewable and green energy.
Solar Power
Major mile stones of the Company in the Solar power space:
- The Company has been engaged in developing Solar Power Projects at
various places,
- Has installed over 1500 rooftop projects across India,
- First Company in South India to get REC accreditation for the 1.1 MW
Solar Energy Project at Kuppepalayam in Coimbatore, TN.
- 1 MW Solar Energy Farm in Sivaganga, TN.
- 1 MW Engineering and Installation for a batteries manufacturing major
in TADA, AP.
- 1 MW DC Side Installation and Commissioning for a leading foundry
unit in Coimbatore, TN.
- 15 MW Modular Solar Park at Vellakoil in Karur District,
Leading customers of SWELECT in Solar Power area include:
- Private and Nationalised Banks (Over 500 sites),
- Leading steel foundries,
- Engineering institutions,
- Government Departments / Agencies,
- Leading business houses,
Salient features of the recently commissioned 15 MW Modular Solar Park
Project at Vellakoil:
- The power evacuation is through a 33 kV dedicated feeder connecting
Periyar Nagar substation through a 33 / 110 kV Transformer. Distance
about 13 km from site.
- This project is one of the few truly modular energy parks with the
composition of 5 x 33 kV bays to feed:
- 1 x 10 MW
- 1 x 2 MW
- 3 x 1 MW Energy generating systems
- of the 15 MW, 12 MW were commissioned on 28.03.2014 and 3 MW on
11.04.2014 (including 1 MW for NRI of USA). SWELECT has plans to
construct similar energy parks in the near future.
Future Prospects and Business:
As you are aware, the business of SWELECT Energy Systems Ltd provides
sustainable energy solutions for a greener and healthier India and has
been progressing in the area of Solar and Wind energy. Your Company
will concentrate and accelerate the growth of business in the green
energy space of Solar and Wind energy on own account and as Turn-Key
Projects for several valued customers who have already approached the
Company.
As a Channel partner of MNRE (Ministry of New and Renewable Energy),
SWELECT has the distinct advantage of being in close proximity to
customers for pre-sale guidance, project implementation, commissioning
and post-sale service, so as to enable the customers to get the maximum
benefit of their investment.
Your Company is looking forward to attracting strategic investments and
investing in new technology proposals which would help to the compa-
ny''s growth on a long term basis.
Awards / Credentials
- Accreditation by MNRE (Ministry of New and Renewable Energy) as
authorized channel partner for off-grid and decentralised solar
applications under JNNSM (Jawaharlal Nehru National Solar Mission)
scheme.
- Empanelment with Bureau of Energy Effciency (BEE) as an Energy
Service Provider.
- No.1 Solar Solution Provider (Integrator) Company for the year 2013.
- SD Award 2013 for Leadership in Rooftop Solar Installations.
- Accreditation with IMS - Integrated Management System addressing ISO
9001, ISO 14001 and ISO 18000.
Subsidiary Companies:
HHV Solar Technologies Limited.
During FY 2012-13 SWELECT acquired 49% Equity with Board Control in HHV
Solar Technologies Private Limited, a branded Solar Module
Manufacturing Company in Bangalore. HHV Solar has an installed capacity
of 40 MW. We contemplate additional 20 MW capacity additions in the
coming quarters to facilitate faster growth. We have also converted the
company status from Private limited to Public Limited and accordingly
the Company has changed its name from HHV SOLAR TECHNOLOGIES PRIVATE
LIMITED to HHV SOLAR TECHNOLOGIES LIMITED during the FY 2013-14.
With the equity participation and control of HHV Solar Technologies
Limited, SWELECT has become the frst company in India that offers
almost a complete range of Solar Power project components.
In view of SWELECT''s control over this Solar panel manufacturing
subsidiary and by concerted efforts and impressive performance, SWELECT
has become a full-fedged EPC Company, culminating in the Company
commissioning the 15 MW Vellakoil Solar Farm in one of the shortest
times. The frst 12 MW has come up in just 72 days time after the basic
land development activities.
SWELECT owns subsidiary companies in Iron and Steel Foundry business
viz;
1) AMEX ALLOYS PVT LTD, COIMBATORE
2) AMEX IRONS PVT LTD, COIMBATORE
AMEX Alloys is enjoying near 100% export of its quality products (Valve
castings) in Low Carbon Steel & Special Alloy Steel with customers in
Germany, Spain, Italy, France, and UK and in USA. For the third time
the Company received Export Excellence Award adjudged by the Indian
Foundry Association.
AMEX Irons has been producing Grey and SG iron castings mostly for
domestic market (BHEL / TAFE / JOHNSON Lifts etc.) and in the recent
times, after SWELECT takeover, has successfully entered into the
European markets as well.
With our high level dedication, team building and cultivation of
corporate practices, the two foundries are set for higher growth in the
future.
Consolidated Financial Statements
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for investments in Associates in consolidated financial statements and
AS-27 on Financial Reporting of interests in Joint Ventures, we have
attached the consolidated financial statements which forms part of the
Annual Report and Accounts.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
Corporate Social Responsibility Committee
During the year, the Board of Directors constituted Corporate Social
Responsibility Committee comprising of the following members:
1) Mr. R. Chellappan - Managing Director
2) Mr. N. Natarajan - Independent Director
3) Mr. V.C. Raghunath - Director
The Committee has been entrusted with the responsibility of formulating
and recommending to the Board, a Corporate Social Responsibility Policy
(CSR Policy) indicating the activities to be undertaken by the Company,
monitoring the implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities.
During the year, SWELECT has contributed Rs 10 lakhs for constructing a
library and a reading room in Government Boys Higher Secondary School
at Sankagiri, Salem district.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts, the applicable
accounting standards has been followed along with proper explanation
relating to material departures;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of the
company for the year;
(iii) The Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provi- sions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
and
(iv) the Directors have prepared the annual accounts on a going concern
basis.
Directors
Mr. R. Chellappan and Mrs. Jayashree Nachiappan, Directors retire by
rotation and being eligible, offer themselves for reappointment at the
ensuing Annual General Meeting.
Mr.V.C. Raghunath, Son of Mr. R. Chellappan, was appointed as
additional Director at the Board meeting of the Company held on
11.11.2013. The Board recommends his appointment as Whole Time
Director of the Company for the period of 5 (Five) years who shall be
liable to retire by rotation. A notice has been received from a member
proposing his candidature.
Mr.V.M. Sivasubramaniam is a Non- Executive (Independent) Director of
the Company. He joined the Board on 20.10.2003. In terms of section 149
and other applicable provisions of the Companies Act 2013, Mr. V.M.
Sivasubramaniam being eligible and offering himself for appointment, is
proposed to be appointed as an Independent Director for a term of five
years who is not liable to retire by rotation. The Company has received
a notice in writing from a member proposing his candidature for the
office of Independent Director. The Company also received a declaration
from Mr.V.M. Sivasubramaniam to the effect that he meets the criteria
of Independence as provided in subsection (6) of section 149 of the
Companies Act 2013.
Mr.N.Natarajan is a Non- Executive (Independent) Director of the
Company. He joined the Board on 11.06.2005. In terms of section 149 and
other applicable provisions of the Companies Act 2013, Mr. N.Natarajan
being eligible and offering himself for appointment, is proposed to be
appointed as an Independent Director for a term of five years who is not
liable to retire by rotation. The Company has received a notice in
writing from a member proposing his candidature for the office of
Independent Director. The Company also received a declaration from
Mr.N.Natarajan to the effect that he meets the criteria of Independence
as provided in Sub Section (6) of Section 149 of the Companies Act
2013.
Auditors
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, retire at
the ensuing Annual General Meeting, and are eligible for reappointment.
Cost Auditor
The Company has appointed Cost Auditor for the financial year 2013-2014.
Particulars of Cost Auditor:
Name: Mr. R. Ravichandran
Qualifcation: B.Sc., ACMA., Oracle R12 certified
Membership No. 5959
Address: No.16, 3rd Street,
New Colony,
Adambakkam, Chennai  600 088
Phone: 044-22532655
Email: [email protected]
Due date for fling Cost Audit Report for the year ended 31.3.2014:
30.09.2014
Statutory Information
During the year under review, no employee was in receipt of
remuneration in excess of the limits laid down in Section 217(2A) of
the Companies Act, 1956.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings / Outgo
Particulars as required 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, are annexed.
Transfer of Amounts to Investor Education and Protection Fund
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts which remained unpaid or unclaimed for a
period of seven years have been transferred by the Company, from to
time to time on the due dates, to the Investor Education and Protection
Fund.
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on July 24, 2013
(date of last Annual General Meeting) on the Company''s website
(www.swelectes.com), and also on the Ministry of Corporate Affairs''
website.
Corporate Governance
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this Report.
A Compliance Certifcate from Mr. R. Kannan, Practicing Company
Secretary, regarding compliance of conditions of Corporate Governance
as stipulated under the aforesaid Clause is annexed to this report.
Acknowledgment
Your Board places on record its appreciation of the support and
co-operation received from the Government of India, State Governments,
Financial Institutions, Banks, Suppliers, Customers and Vendors, whom
your company looks upon as valued partners in progress. Your Directors
also wish to place on record their appreciation for the valuable
services rendered by Depositories, Stock Exchanges, and the Registrar
and Transfer Agents. Your Directors commend the zeal and zest of
employees at all levels culminating in the Company setting yet another
new record on its operational performance for the year. Your Directors
thank all our valuable Investors who have been with the Company all
these years and are also very much pleased to welcome all the new
Investors and thank them for their continued patronage and confdence
reposed in the Management.
For and on behalf of the Board of Directors
Chennai R. CHELLAPPAN VASANTHA BALAN
May 29, 2014 Managing Director Director
Mar 31, 2013
Our Valued Shareholders,
The have pleasure in presenting the Eighteenth Annual Report together
with the Audited Accounts for the year ended March 31, 2013.
SWELECT is our new name. After the successful transfer of our UPS
division to Legrand, France, we changed our Group name and logo as
printed in this report and elsewhere in our communications. SWELECT
stands for - SOLAR WIND ELECTRONICS & SINE WAVE ELECTRICAL ENERGY
SYSTEMS - An enterprise focused in Solar / Wind and Power Quality for
Energy efficiency and Energy security.
As valuable shareholders of SWELECT you are all aware that our company
brings with it almost three decades of good experience in Power
Electronics and Power Quality management. With our solid back drop of
experience, We switched our focus in to the most promising future in
Renewable Energy products and projects that would lead to Energy
Security as the conventional energy resources start diminishing in the
years to come.
Financial Results:
The Abridged stand-alone financial results are as under:
(Rs. in Lakhs)
S.No. Particulars for the year
ended 31/3/2013 for the year
ended 31/3/2012
1 Sales / Income from operations 11084.72 56258.90
Less: Taxes and duties 534.88 2794.69
2 Net Sales/Income from Operations 10549.84 53464.21
3 Other income 4729.31 529.62
Total Income from Operations 15279.15 53993.83
4 Total Expenditure 11137.72 48969.31
5 Profit Before Depreciation,
Interest & Tax 4141.43 5024.52
6 Interest 148.29 103.71
7 Depreciation 458.03 564.96
8 Profit Before Tax 3535.11 4355.85
9 Exceptional Item Income 61511.77 0
10 Tax Expense 13967.23 892.74
11 Profit After Tax 51079.65 3463.11
12 Transfer to General Reserve 14896.62 346.31
13 Interim Dividend 12127.01 0
14 Proposed Final Dividend 808.47 303.18
15 Tax on Dividend 2104.70 49.18
16 Balance Carried Forward 21142.85 2764.44
17 Equity Capital 1010.58 1010.58
18 Reserves and Surplus 62204.03 26164.56
19 EPS (Rs.) 505.45 34.27
Previous year''s figures have been regrouped / reclassified wherever
necessary.
Current Business and Growth of the Company
In a very short time SWELECT gained its strength in the solar energy
space with the status as a complete products company and a leading PV
project implementer. We are a nearly full-fledged products company
today with a wide range of SPV products and a leader in providing SPV
Energy Solutions.
As an experienced Energy Systems Company, SWELECT successfully launched
the Smart Grid projects and have over 10 sites of 100 KW installations
to our credit in a short time. Across India we have over 1400 roof top
installations and have commissioned successfully 2 sites of
1 MW SPV parks each under REC scheme and IREDA scheme.
SWELECT is manufacturing PV Inverters for standalone / off-grid
configuration, range of Solar Charge Controllers, Solar junction boxes,
Array Combiners and the balance of systems like Power DBs and Mounting
Structures.
During the year under report SWELECT acquired 49% Equity with Board
Control in HHV Solar Technologies Private Limited a branded Solar
Module Manufacturing Company in Bangalore. HHV Solar has an installed
capacity of 40 MW / year and has expansion possibility for additional
20 MW.
SWELECT is fully equipped for Roof top project integration and is also
strong in establishing utility scale Mega Watt SPV projects and into
Project Management and EPC Contracts.
Product Lines and project capabiities of SWELECT
- Solar PV Modules
- Solar Charge Controllers (PWM and MPPT)
- Solar Inverters (Standalone / off-grid)
- Solar On-grid Inverters
- Grid Interactive Inverter systems for Mini & Smart grid applications
- Complete range balance of Systems for SPV projects
- SPV Hybrid systems with Energy Storage
- Roof Top & Utility scale projects
Dividend
On 9thJuly 2012, the Board of Directors declared an interim dividend of
Rs.120/- per equity share and was paid on 26th July 2012. The Directors
have pleasure in now recommending Final Dividend of Rs.8/- per equity
share, free of tax in the hands of the shareholders, subject to
approval of the shareholders, thus making a total Dividend of Rs.128/-
per equity share for the financial year ended 31.3.2013.
Awards during the year
? Accreditation by MNRE (Ministry of New and Renewable Energy) as
authorized channel partner for off-grid and decentralized solar
applications under JNNSM (Jawaharlal Nehru National Solar Mission)
scheme.
? Empanelment with Bureau of Energy Efficiency (BEE) as an Energy
Service Provider
? No. 1 Solar Solution Provider (Integrator) company of the year 2012
? SD Award 2012 for Leadership in Roof Top Solar Installations
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate Section forming part of
the Annual Report.
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217 (2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the company for the year;
(iii) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) The directors have prepared the annual accounts on a going concern
basis.
Directors
Mr. V.M. Sivasubramaniam and Mr. B.G. Giri, Directors retire by
rotation and being eligible; offer themselves for reappointment at the
ensuing Annual General Meeting.
Mrs Vasantha Balan who was appointed as an Additional Director on the
Board of Directors of the Company with effect from 13.08.2012 and holds
office upto the date of this Annual General Meeting. Due notice
received from some members signifying their intention to propose Mrs.
Vasantha Balan as a candidate for the office of Director of the
Company. Accordingly the resolution is placed before the shareholders
for approval.
Mrs Jayashree Nachiappan who was appointed as an Additional Director on
the Board of Directors of the Company with effect from 13.08.2012 and
holds office upto the date of this Annual General Meeting. Due notice
received from some members signifying their intention to propose Mrs.
Jayashree Nachiappan as a candidate for the office of Director of the
Company. Accordingly the resolution is placed before the shareholders
for approval.
Cost Auditor
The Company has appointed Cost Auditor for the financial year
2012-2013.
Particulars of Cost Auditor:
Name: G. Sooryanarayanan Qualification: B.B.A. ACMA Membership No.32174
Address: 6, Gangothri Flats, 87, Thambiah Road,
West Mambalam, Chennai - 600 033
Due date for filing Cost Audit Report: 27.9.2013
Statutory Information
The information required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 will be
provided on request. In terms of Section 219(1)(b)(iv) of the Act, the
Report and the Accounts are being sent to the shareholders.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings / Outgo
Particulars as required 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, are annexed.
Results of Subsidiary Companies
Information relating to the following Subsidiary Companies for the year
ended March 31, 2013 are attached to this Report.
Sl.
No. Name of the Subsidiary Company Place of Incorporation
1. SWELECT Energy Systems Pte. Limited Singapore
2. Amex Alloys Private Limited Coimbatore, India
3. Amex Irons Private Limited Coimbatore, India
4. SWELECT Solar Energy Private Limited Chennai, India
5. BS Powertech Solutions Private Limited Chennai, India
6. HHV Solar Technologies Private Limited Bengaluru, India
Investment in SWELECT ENERGY SYSTEMS PTE LTD - Singapore
During the year the Company has invested 11,091,500 shares of SGD 1
each in SWELECT ENERGY SYSTEMS PTE. LTD, Singapore.
Consolidated Financial Statements
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for investments in Associates in consolidated financial statements and
AS-27 on Financial Reporting of interests in Joint Ventures, we have
attached the consolidated financial statements which form part of the
Annual Report and Accounts.
Auditors
M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, retire at
the ensuing Annual General Meeting, and are eligible for reappointment.
Future Prospects and Business
As you are aware, the business of SWELECT Energy Systems Ltd provides
sustainable energy solutions for a greener and healthier India and has
been progressing in the area of Solar and Wind energy, and LED Lighting
business. Your Company under the new name of SWELECT Energy Systems
Limited (SWEES), will concentrate and accelerate the growth of business
in the green energy space of Solar and Wind energy on behalf of the
company and undertake Turn-Key Projects for all its valued customers.
As a Channel partner of MNRE, SWEES has the distinct advantage of being
in close proximity to customers for pre-sale guidance, project
implementation, commissioning and post-sale service, so as to enable
the customers to get the maximum benefit of their investment.
Your Company is looking forward to the strategic
investment/technologies proposals which would help to the company''s
growth on a long term basis.
Wind Power
SWEES has installed a 1.5 MW wind mill quite successfully and also
commissioned an off-grid Solar-Wind Hybrid System. The R&D wing is
actively engaged in developing different prototypes to revolutionize
generation of alternate renewable and green energy.
LED Products
Globally, the future lighting system is going to be highly
eco-friendly, mercury free and cost effective Light Emitting Diode
(LED) lighting products SWEES is confident of capturing a good share of
LED market.
Upscaling Foundry Products
AMEX ALLOYS PVT LTD AMEX IRONS PVT LTD
The two Foundries are gearing up very well with Export of Steel & Alloy
castings. As the quality of the products is improving and well received
by the end users, the foundries are gaining better Market share in the
Global markets.
Amex Alloys Pvt. Ltd. received the Export Excellence Award during the
FY 2012-13 and this is a very big achievement within such a short span
of time after the takeover by the Company.
Corporate Governance
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this Report.
A Compliance Certificate from Mr. R. Kannan, Practicing Company
Secretary, regarding compliance of conditions of Corporate Governance
as stipulated under the aforesaid Clause is annexed to this report.
Acknowledgment
Your Board places on record its appreciation of the support and
co-operation received from the Government of India, State Governments,
Financial Institutions, Banks, Suppliers, Customers and Vendors, whom
your company looks upon as valued partners in progress. Your Directors
also wish to place on record their appreciation for the valuable
services rendered by Depositories, Stock Exchanges, and the Registrar
and Transfer Agents. Your Directors commend the zeal and zest of
employees at all levels culminating in the Company setting yet another
new record on its operational performance for the year. Your Directors
thank all our valuable Investors who have been with the Company all
these years and are also very much pleased to welcome all the new
Investors and thank them for their continued patronage and confidence
reposed in the Management.
For and on behalf of the Board of Directors
Chennai VASANTHA BALAN R. CHELLAPPAN
May 29, 2013 Director Managing Director
Mar 31, 2012
The have pleasure in presenting the Seventeenth Annual Report together
with the Audited Accounts for the year ended March 31, 2012.
GROWTH OF THE COMPANY.
During the Year 2011-12, SWELECT with a commitment to achieve a
sustainable growth, strived hard and marched successfully through the
tough market conditions to put the Company on top of all the Indian UPS
Companies for another year in succession. Our Company achieved a growth
of 10.41% over the previous financial year on net sales and other
income. The EPS for the Financial Year 2011-12 is Rs. 34.27.
FINANCIAL RESULTS
The Abridged stand-alone financial results are as under:
(Rs. in Lakhs)
S.
No. Particulars for the year
ended
31/3/2012 for the year
ended 31/3/2011
1 Sales / Income from operations 56258.90 51116.66
Less: Taxes and duties 2794.69 2538.06
2 Net Sales/Income from Operations 53464.21 48578.60
Add: Other income 529.62 322.41
3 Total Income from Operations 53993.83 48901.01
4 Total Expenditure 48969.31 43237.03
5 Profit Before Depreciation,
Interest &Tax (3-4) 5024.52 5663.98
6 Interest 103.71 92.49
7 Depreciation 564.96 489.74
8 Profit Before Tax (5-6-7) 4355.85 5081.75
9 Tax Expense 892.74 1059.85
10 Profit After Tax (8-9) 3463.11 4021.90
11 Transfer to General Reserve 346.31 402.19
12 Proposed Final Dividend 303.18 303.18
13 Tax on Dividend 49.18 49.18
14 Balance Carried Forward (10-11-12-13) 2764.44 3267.35
15 Equity Capital 1010.58 1010.58
16 Reserves and Surplus 26164.56 23053.80
17 EPS (Rs.) 34.27 39.80
Previous year's figures have been regrouped / reclassified wherever
necessary.
DIVIDEND
The Board of Directors have pleasure in recommending a Dividend of Rs.
3/- per equity share (@ 30 % on the equity share capital of the
Company), free of tax in the hands of the shareholders, for the year
ended 31st March 2012, subject to approval of the shareholders.
PRODUCT LINES OF SWELECT Green Energy Solutions
SWELECT ENERGY SYSTEMS LIMITED (SWELECT) has ventured into offering
Green Energy Solutions like Solar Power Systems, Wind Energy Generation
and LED lighting systems. The company offers specialised and
standardised solar product range to conserve energy under the Renewable
Energy Program combined with Energy Efficient LED Lighting Solutions
for a wide range of applications.
SWELECT has set perfect example of going green by being the first UPS
Company to have installed a 1.1 kWp solar power generation system at
its Fabrication Plant, Chennai in 1995. In addition to this, SWELECT
has installed about 1 MWp of solar power generation system commissioned
successfully for its captive power generation and over 1000
installations for many Rural Schools, Banks, ATMs, and other Customer
needs.
SWELECT currently offers the following products and solutions to
Clients.
The product range includes
- Solar PV Panels - Thin Film and Crystalline
- MPPT and PWM Solar Charge Controllers ranging from 12 V to 480 V
and 5 A to 140 A
- Grid Tied Inverters ranging from 1 kW to 100 kW and higher rating
inverter for Solar Energy farms in MW range
- Bi-directional Grid Interactive Inverter ranging from 1 kW to 100
kW
- Energy Storage Batteries 7.2 Ah to 300 Ah (VRLA, Solar Deep Cycle
Gel, Tubular)
- Customized Solar Power Conditioning Units as per the load and
customer requirements
The Solar Solutions offered by SWELECT are
- Stand-alone and mini grid solar power converters
- Hybrid and Grid tied power systems
- Solar energy farms
Energy Efficient lighting products from SWELECT Includes
- LED lighting system for office and home applications (Down lights
and 2 x 2 lighting)
- LED Street lighting systems
- Solar LED street lighting systems
- LED decorative lighting systems
- Solar LED emergency Lights
- Customized LED Lighting solutions
SWELECT team's in-depth technical knowhow and expansive service
capabilities enables it to provide its customers with high-quality
standalone or turnkey solutions, and deliver unparalleled global
support. The core principles of flexibility, speed, innovation,
reliability, trust, transparency, and accountability has been the
growth enablers and has helped develop and nurture long-term
relationships with its key stakeholders. There have been
implementations of solar projects in India and overseas including
Japan, Nigeria, Kenya, etc. In India there have been more than 1000
sites in the range 1 kW to 100 kW. With its experience in design,
supply and installation of high power systems SWELECT assures a world
class implementation using state-of-the-art SPV products and complete
solutions.
With continuous technological innovations, rich expertise, and strong
customer centric approach, SWELECT's journey in the last 26 years has
been a powerful one and will soon set footprints across more countries
with its innovative Power Management Solutions.
AWARDS / CREDENTIALS
The winner of ISA Technovation Awards December 2011 in the OEM
Enterprise Indian Enterprise category.
Trail Blazer 2011 - Special Achievement Award
"Pathfinders - 2011", A coffee Table Book, was launched by Times of
India Group in Chennai and Mr. R Chellappan, Managing Director, is one
of the Elite Group of ten outstanding Entrepreneurs in the field of IT
and ITES to receive an award from his Excellency, Dr. K Rosaiah,
Hon'ble Governor of Tamil Nadu on 28th September 2011, at Darbar Hall
of Raj Bhavan, Chennai.
Empanelment with Bureau of Energy Efficiency as an Energy Service
Provider.
Accreditation by MNRE (Ministry of New and Renewable Energy) as
authorized channel partner for off-grid and decentralised solar
applications under JNNSM (Jawaharlal Nehru National Solar Mission)
scheme.
No. 1 Solar Power company amongst UPS manufacturers (Source: SD awards
2011)
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under
review, as stipulated under Clause 49 of the Listing Agreement with the
Stock Exchanges in India, is presented in a separate Section forming
part of the Annual Report.
Some of the major events which took place during the year 2011-12 are:
1. Acquisition of Amex Irons Private Ltd (AIPL):
Amex Irons Private Ltd-a Foundry unit-situated adjacent to our existing
Subsidiary unit-Amex Alloys Private Ltd (AAPL) - in Coimbatore was
taken over in full on 14th November, 2011. AIPL currently manufactures
SG and Grey iron Foundry Components used in Infrastructure,
Automobiles, Electrical Markets, etc. The products of AIPL , as in the
case of AAPL offer good export potential. The acquisition of AIPL,
with an installed capacity of 3,600 MT per annum gives a perfect
synergy with AAPL. The AIPL contributed a sales turnover of Rs 18
Crores during the year. AIPL is expected to add a sales turnover of
about Rs. 25 Crores during the full year of operation in 2012-13.
2. Entering into Business Transfer Agreement (BTA) with M/s. Novateur
Electricals and Digital Systems Private Limited (Novateur) (formerly
known as M/s Indo Asian Electric Private Limited) for sale of UPS
business:
SWELECT entered into a Business Transfer Agreement (BTA) on 9th
February 2012 with Novateur for transfer of the entire UPS business of
the company, including 100% share sale of Numeric Lanka Technologies
Private Limited and sale of UPS Business in Singapore for a total
consideration of Rs 837.08 Crores the consummation of which took place
on 29th May 2012.
Post transfer of UPS business, your Company in the new name of M/s
SWELECT ENERGY SYSTEMS LIMITED will aggressively embark upon generation
of Solar / Wind energy, manufacture of LED products, etc besides up
scaling Foundry business.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the company for the year;
(iii) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
(iv) The directors have prepared the annual accounts on a going concern
basis.
DIRECTORS
Reappointment
Mr. N Natarajan and Mr. B G Giri, Directors, retire by rotation and
being eligible, offer themselves for reappointment at the ensuing
Annual General Meeting.
The resolutions in respect of the above reappointments are placed
before the shareholders for their approval at the ensuing Annual
General Meeting.
STATUTORY INFORMATION
The information required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 will be
provided on request. In terms of Section 219(1)(b)(iv) of the Act, the
Report and Accounts are being sent to the shareholders.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings / Outgo
Particulars as required 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, are annexed.
RESULTS OF SUBSIDIARY COMPANIES
The particulars of subsidiary companies, which are included in
consolidation are as under: (Please refer page 99)
Sl.
No. Name of the Subsidiary Company Place of Incorporation
1. Numeric Lanka Technologies Pvt. Limited Colombo, Sri Lanka.
2. Numeric Power Systems Pte. Limited Singapore
3. Numeric Power Systems (Mauritius)
Private Ltd Mauritius
4. Numeric Solar Energy Private Limited Chennai, India
5. Amex Alloys Private Limited Coimbatore, India
6. Amex Irons Private Limited Coimbatore, India
7. BS Powertech Solution Private Limited Chennai, India
ACCOUNTS OF SUBSIDIARY COMPANIES
The company undertakes that the annual accounts of the subsidiary
companies and the related detailed information will be made available
to shareholders seeking such information at any point of time. The
annual accounts of the subsidiary companies are being kept for
inspection for the shareholders at the Registered Office of the
Company. The hard copy of details of accounts of subsidiaries shall be
furnished to any shareholder on demand.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for investments in Associates in consolidated financial statements and
AS-27 on Financial Reporting of interests in Joint Ventures, we have
attached the consolidated financial statements which form part of the
Annual Report and Accounts.
AUDITORS
M/s. S.R. Batliboi & Associates, Chartered Accountants, 6th & 7th
Floor, A Block, Tidel Park, No. 4, Rajiv Gandhi Salai, Taramani,
Chennai - 600113 retire at the ensuing Annual General Meeting, and are
eligible for reappointment
FUTURE PROSPECTS AND BUSINESS
SOLAR ENERGY:
As you are aware, the business of Numeric Power Systems Ltd consisted
of three verticals viz, UPS Business, Solar and Wind energy, and LED
Lighting business. As the UPS Business having been sold off by virtue
of the Business Transfer Agreement with effect from May 29, 2012, your
Company under the new name of SWELECT Energy Systems Limited (SWEES),
will concentrate and accelerate the growth of business in the green
field areas of Solar and Wind energy generation on behalf of the
company and undertake Turn-Key Projects for various customers.
With over 27 years of expertise and experience in Power Electronics,
power Management Systems SWEES is well positioned to capture sizeable
share of Domestic and Global Market. This is evidenced from the fact
that SWEES already has more than 1000 Roof-Top installations at
Customers' sites in India and abroad.
As a Channel partner of MNRE, SWEES has the distinct advantage of being
in close proximity to customers for pre-sale guidance, project
implementation, commissioning and post-sale service with least possible
lead time, so as to enable the customers to have rich harvest of
solar/wind energy.
SWEES fully equipped with the State-of the Art technology and know-how
is looking forward for strategic investment opportunities and Technical
Collaborations for taking your Company to greater heights.
WIND POWER:
SWEES has already installed a 1.5 MW wind mill quite successfully and
also commissioned an off-grid Solar-Wind Hybrid System. The R&D wing is
actively engaged in developing different prototypes to revolutionize
generation of alternate renewable and green energy.
LED PRODUCTS:
Globally, the future lighting system is going to be highly
eco-friendly, mercury free and cost effective Light Emitting Diode(LED)
lighting products SWEES is confident of capturing a good share of LED
market.
UPSCALING FOUNDRY PRODUCTS:
The two Foundries at Coimbatore viz: AAPL and AIPL are progressing as
per schedule and they are expected to contribute considerably during
the current year.
CORPORATE GOVERNANCE
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this Report.
A Compliance Certificate from Mr. R. Kannan, Practicing Company
Secretary, regarding compliance of conditions of Corporate Governance
as stipulated under the aforesaid Clause, is annexed to this report.
ACKNOWLEDGMENT
Your Board places on record its appreciation of the support and
co-operation received from the Government of India, State Governments,
Financial Institutions, Banks, Suppliers, Customers and Vendors, whom
your company looks upon as valued partners in progress. Your Directors
also wish to place on record their appreciation for the valuable
services rendered by Depositories, Stock Exchanges, and the Registrar
and Transfer Agents. Your Directors commend the zeal and zest of
employees at all levels culminating in the Company setting yet another
new record on its operational performance for the year. Your Directors
thank all our valuable Investors who have been with the Company all
these years and are also very much pleased to welcome all the new
Investors and thank them for their continued patronage and confidence
reposed in the Management.
For and on behalf of the Board of Directors
Chennai A.BALAN R.CHELLAPPAN
May 30, 2012. Director Managing Director
Mar 31, 2011
Dear Shareholders,
We have pleasure in presenting the Sixteenth Annual Report together
with the Audited Accounts for the year ended March 31, 2011.
GROWTH OF THE COMPANY:
During the Year 2010-11, Numeric Power, with a commitment to achieve a
sustainable growth, strived hard and marched successfully through the
tough market conditions to put the Company on top of all the Indian UPS
Companies for another year in succession. Our Company achieved a growth
of 10.55% over the previous financial year on sales and other income,
while the PAT is Rs.4,021.90 lakhs representing a growth of 9.33%. The
EPS for the Financial Year 2010-11 is Rs.39.80.
Financial Results:
The Abridged stand-alone financial results are as under:-
(Rs. in Lakhs)
Sl.No. Particulars for the year
ended 31/3/2011 for the year ended
31/3/2010
1 SALES/INCOME FROM
OPERATIONS 51,037.97 45,751.92
2 OTHER INCOME 401.10 776.36
3 SALES AND OTHER INCOME (1 2) 51,439.07 46,528.28
4 LESS: TAXES AND DUTIES 2,538.06 1,969.12
5 NET SALES AND OTHER INCOME
(3-4) 48,901.01 44,559.16
6 OPERATING EXPENDITURE 42,954.59 38,831.71
7 PROFIT BEFORE DEPRECIATION,
INTEREST&TAX (5-6) 5,946.42 5,727.45
8 INTEREST 374.93 338.95
9 DEPRECIATION 489.74 474.42
10 PROFIT BEFORE TAX (7-8-9) 5,081.75 4,914.08
11 TAX EXPENSE 1,059.85 1,235.45
12 PROFIT AFTER TAX (10-11) 4,021.90 3,678.63
13 TRANSFER TO GENERAL RESERVE 402.19 367.86
14 PROPOSED FINAL DIVIDEND 303.18 303.18
15 TAX ON DIVIDEND 49.18 50.35
16 BALANCE CARRIED FORWARD
(12-13-14-15) 3,267.35 2,957.24
17 EQUITY CAPITAL 1,010.58 1,010.58
18 RESERVES AND SURPLUS 23,053.80 19,384.26
19 EPS (Rs.) 39.80 36.40
DIVIDEND
The Board of Directors have pleasure in recommending a Dividend of Rs.
3/- per equity share of Rs.10/- each (@ 30 % on the equity share
capital of the Company), free of tax in the hands of the shareholders,
for the year ended 31st March 2011, subject to approval of the
shareholders.
MANUFACTURING FACILITIES & OFFICE DETAILS IN INDIA: We list below our
existing production facilities.
UNIT - I - ELECTRONIC HARDWARE TECHNOLOGY PARK - EHTP: A 100% EOU
registered under the STPI for exports à located in Chennai. The CE mark
& UL approved power products are exported to several countries.
UNIT - II - UPS PLANT AT PUDUCHERRY: Equipped with modern assembly
systems and conveyor line, this plant deals with Design, Manufacture,
Sales & Service of NUMERIC brand of UPS systems and it also caters to a
wider range of HPL series.
UNIT III - S - UPS PLANT WITH INTEGRATED CNC SHEET METAL FABRICATION &
MAGNETICS AT IDAPPADI, SALEM: This state-of-the-art new plant was built
during the FY 2007-08 and has been equipped for a high range of UPS
production. This unit also supports the RURAL employment to address the
PURA (Providing Urban Resources in Rural Areas) scheme launched by our
Past President of India Dr. A.P.J. Abdul Kalam.
UNIT Ã IV- UPS PLANT AT PUDUCHERRY: Supplies the NUMERIC Digital HPE
range of UPS systems.
UNIT Ã V Ã UPS PLANT AT HIMACHAL PRADESH Ã PARWANOO Ã This unit stands
closed and we have adapted higher technological products for a better
market reach.
UNIT Ã VI- UPS PLANT AT HIMACHAL PRADESH Ã PARWANOO This plant with
integrated CNC fabrication facility caters to Mid range UPS
requirements.
CNC FABRICATION PLANT- CHENNAI Ã OLD MAHABALIPURAM ROAD: This
modernized Sheet metal process plant has two Fabrication process lines
with a fully Automated Powder Coating facility. Expansion of
fabrication plant was undertaken to accommodate 3 Phase UPS assembly
(HIGH ENERGY DIVISION) at our existing plant.
TRANSFORMERS AND STABILISERS MANUFACTURING PLANT- CHENNAI Ã 122/1 OLD
MAHABALIPURAM ROAD: The Stabilisers and Power Conditioning accessories
are manufactured in this plant and this unit supports NUMERIC as a
total Power Conditioning Systems Company in India.
SALES & SERVICE LOCATIONS:
The Company, fully understanding the fact that successful sale of any
product anywhere in the globe depends upon total Customer satisfaction
which can only be achieved by addressing the Customers' requirement in
the form of Post-Sale service through Customer Service Outlets which
are in close proximity to the Customers, the Company has established a
strong network of 255 Service Centres on Pan-India basis. Once again
NUMERIC is the First and the only Company with such a strong and large
net work, with presence close to Customers which gives an added
advantage of reducing the lead-time in attending to the Customers'
needs.
EXTERNAL GROWTH:
1. Numeric Lanka Technologies Pvt. Ltd. - Colombo à Sri Lanka
2. Numeric Power Systems Pvt. Ltd à Singapore
3. Numeric Power Systems (Mauritius) Private Limited à Mauritius
NUMERIC RANKED - INDIA'S No.1 ONÃLINE UPS COMPANY & POWER ELECTRONICS
MANUFACTURER
It is our great pleasure to share with all our Investors that our
company à NUMERIC has been ranked as NUMERO-UNO Online UPS
Manufacturer, Power Electronic company of the year for the 18th year -
all in a row. Apart from the above, SOFTDISK(SD) has also awarded us
the No.1 Office / Line Interactive UPS manufacturer for the year 2010.
The journals from the Association of Computer Professionals in India -
SOFTDISK made a qualitative research on all India basis and publish the
data every year.
AWARDS WON
1. SOFT DISK Ã SD AWARDS 2010
- No.1 On-Line UPS Manufacturer (18th Consecutive Year)
- No.1 Power Electronics Company of the Year (18th Consecutive Year)
- No.1 Off-Line / Line-interactive UPS Manufacturer of the year (5th
consecutive Year)
- A Soft Disk rating for USER SATISFACTION SURVEY - 2010
2. FROST & SULLIVAN -2005 INDIAN UPS INDUSTRY AWARDS
- MARKET LEADERSHIP AWARD
3. FROST & SULLIVAN -2004 INDIAN UPS INDUSTRY AWARDS
- CUSTOMER SERVICE LEADERSHIP -MANUFACTURING SEGMENT
- PRODUCT LINE LEADERSHIP Ã BANKING, INSURANCE AND N.B.F.I SEGMENT
4. INTERNATIONAL FACILITY MANAGEMENT ASSOCIATION (IFMA) AWARD FOR
EXCELLENCE SURVEY 2004
- BEST SERVICE PROVIDER, Category: M & E Suppliers
5. Awards from NCR, DELL, WIPRO & INFOSYS
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors hereby report under Section 217 (2AA) of the Companies
Act, 1956, that:-
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) The directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the company for the year;
(iii) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
and
(iv) The directors have prepared the annual accounts on a going concern
basis.
DIRECTORS REAPPOINTMENT
Mr. V.M. Sivasubramaniam and Mr. R. Venkataraghavan, Directors retire
by rotation and being eligible, offer themselves for reappointment at
the ensuing Annual General Meeting.
The resolutions in respect of the above reappointments are placed
before the shareholders for their approval at the ensuing Annual
General Meeting.
STATUTORY INFORMATION
The information required under Section 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 will be
provided on request. In terms of Section 219(1)(b)(iv) of the Act, the
Report and Accounts are being sent to the shareholders.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO
Particulars as required 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, are annexed.
ACQUISITION OF AMEX ALLOYS PRIVATE LIMITED (AMEX)
This Company is situated in Coimbatore and its main activity is Steel
Foundry business. This company has an installed capacity of 2400 MT per
year to supply stainless steel and low carbon steel castings. In
support of the diversification program, our Company has acquired 92% of
the equity of this Company during the year under report. This
subsidiary has achieved a sales turnover (Gross) of Rs.19.68 Crores
during the Financial Year 2010-11. Amex exports steel castings to all
major European customers, mostly in Germany and some key customers in
the US. Amex has drawn a road map to grow the business rapidly.
CLOSURE OF SOUTH AFRICAN OPERATIONS
Numeric Power Systems (Pty) Limited has closed its operations in South
Africa and have applied for de-registration formalities with the
appropriate authorities during the year under review. The quantum of
sales in South Africa is now co-ordinate by the Company's unit at
Singapore and Africa's business is handled by established distributors
to address the vast geography.
EXPLANATORY NOTE ON QUALIFICATION UNDER SECTION 217(3) OF THE COMPANIES
ACT, 1956
The audited financial statements of the subsidiary company namely,
Numeric Power Systems Pvt. Limited, Singapore, for the year ended March
31, 2011, will form part of the Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this Report.
A Compliance Certificate from Mr. R. Kannan, Practicing Company
Secretary, regarding compliance of conditions of Corporate Governance
as stipulated under the aforesaid Clause, is annexed to this report.
RESULTS OF SUBSIDIARY COMPANIES
Information relating to the following subsidiary companies for the year
ended March 31, 2011 are attached to this Report.
S.No. Name of Subsidiary Company Place of Incorporation
1. Numeric Lanka Technologies Pvt.
Limited Colombo, Sri Lanka
2. Numeric Power Systems Pvt. Limited Singapore
3. Numeric Power Systems (Mauritius)
Private Ltd Mauritius
4. Numeric Power Systems (Pty) Limited South Africa
5. Numeric Solar Energy Private Limited Chennai, India
6. Amex Alloys Private Limited Coimbatore, India
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for investments in Associates in consolidated financial statements and
AS-27 on Financial Reporting of interests in Joint Ventures, we have
attached the consolidated financial statements which form part of the
Annual Report and Accounts.
AUDITORS
M/s. S.R. Batliboi & Associates, Chartered Accountants, TPL House,
Second Floor, 3, Cenotaph Road, Chennai à 600 018 retire at the ensuing
Annual General Meeting, and are eligible for reappointment.
ACKNOWLEDGMENT
Your Board places on record its appreciation for the support and
co-operation received from the Government of India, State Governments,
Financial Institutions, Banks, Suppliers, Customers and Vendors, whom
your company looks upon as valued partners in progress. Your Directors
commend the zeal and zest of employees at all levels culminating in the
Company setting yet another new record on its operational performance
for the year. Your Directors thank all our valuable investors who have
been with the Company all these years and are also very much pleased to
welcome all the new Investors and thank them for their continued
patronage and confidence reposed in the Management.
For and on behalf of the Board of Directors
A.BALAN R.CHELLAPPAN
Director Managing Director
Chennai
May 30, 2011
Mar 31, 2010
We thank all our valuable investors who have been with the company all
these years and we are very pleased to welcome all the new investors
for their good support and continuing association in NUMERIC POWER
SYSTEMS LIMITED.
GROWTH OF THE COMPANY:
Numeric Power marched ahead another successful year (FY 2009-10)
witnessing a respectable growth in tough market conditions and put us
on top among all the Indian UPS companies for yet another time. Our
Company has achieved a growth of 7.58% over the previous financial year
on Net sales and other income and the PAT is Rs.3678.63 Lakhs
representing a growth of 9.95%. The EPS for FY 2009 - 2010 is Rs.36.40
(i.e. equivalent of Rs.72.80 prior to 1:1 bonus)
FINANCIAL HIGHLIGHTS:
The Abridged Stand-alone financial results are as under: -
(Rs. in Lakhs)
for the year for the year
S. No. Particulars ended ended
31/3/2010 31/3/2009
1 SALES/INCOME FROM OPERATIONS 45,751.92 43,749.73
2 OTHER INCOME 776.36 494.51
3 SALES AND OTHER INCOME (1+2) 46,528.28 44,244.24
4 LESS: TAXES AND DUTIES 1,969.12 2,826.02
5 NET SALES AND OTHER INCOME (3-4) 44,559.16 41,418.22
6 OPERATING EXPENDITURE 38,831.71 36,509.95
7 PROFIT BEFORE DEPRECIATION,
INTEREST & TAX (5-6) 5,727.45 4,908.27
8 INTEREST 338.95 500.56
9 DEPRECIATION 474.42 363.96
10 EXCEPTIONAL ITEM 0.00 643.60
11 PROFIT BEFORE TAX (7-8-9+10) 4,914.08 4,687.35
12 TAX EXPENSE 1,235.45 1,341.50
13 PROFIT AFTER TAX (11 -12) 3,678.63 3,345.85
14 TRANSFER TO GENERAL RESERVE 367.86 334.58
15 PROPOSED FINAL DIVIDEND 303.18 252.65
16 TAX ON DIVIDEND 50.35 42.93
17 BALANCE CARRIED FORWARD (
13-14-15-16) 2,957.24 2,715.69
18 EQUITY CAPITAL 1,010.58 805.29
19 RESERVES AND SURPLUS 19,384.26 16,564.45
20 EPS (Rs.) 36.40 33.11
Note : The EPS of the year ended March 2009 is based on the increased
paid up capital pursuant to the bonus issue, to make EPS for the
current year comparable. The EPS for the year ended March 2009 was Rs.
66.22, based on the capital prior to Bonus issue.
DIVIDEND
The Board of Directors have pleasure in recommending a Dividend of
Rs.3/- per equity share (@ 30 % on the equity share capital of the
Company), free of tax in the hands of the shareholders, for the year
ended 31st March 2010, subject to approval of the shareholders.
The Board of Directors have recommended the above dividend for the year
ended March 31, 2010 on the capital after issue of bonus shares in the
proportion of 1(one) new equity share of Rs.10/- each for every 1(one)
existing equity share of Rs 10/-each of the Company.
MANUFACTURING FACILITIES & OFFICE DETAILS IN INDIA:
We list below our existing and newly established production facilities.
UNIT - I EHTP (ELECTRONIC HARDWARE TECHNOLOGY PARK) A 100% EOU
registered under the STPI for exports - located in Chennai. The CE mark
& UL approved power products are exported to several countries.
UNIT- II (UPS PLANT AT PONDICHERRY): Equipped with modern assembly
systems and conveyor line, this plant deals with Design, Manufacture,
Sales & Service of NUMERIC brand UPS systems. This plant is under
expansion to address a wider range of HPL series.
UNIT III - S (UPS PLANT WITH INTEGRATED CNC SHEET METAL FABRICATION &
MAGNETICS AT IDAPPADI, SALEM): This state-of-the-Art new plant was
built during the FY 2007-08 and has been equipped for a higher rate of
UPS production. This unit also supports the RURAL employment to address
the PURA (Providing Urban Resources in Rural Areas) scheme launched by
our Past President Prof. Abdul Kalam.
UNIT - IV (UPS PLANT AT PONDICHERRY): Supplies the NUMERIC Digital HPE
range of UPS systems.
UNIT - V (UPS PLANT IN HIMACHAL PRADESH - PARWANOO): This plant
supports the North India market for supplying Numeric Digital HP and
HPE range of UPS Systems.
UNIT - VI (UPS PLANT WITH INTEGRATED CNC FABRICATION FACILITY IN
HIMACHAL PRADESH - PARWANOO): This new facility was commissioned on
16/2/2010 and Commercial production commenced during the Financial
year.
CNC FABRICATION PLANT (CHENNAI - OLD MAHABALIPURAM ROAD): This
modernized Sheet metal process plant has two Fabrication process lines
with a fully Automated Powder coating facility. Fabrication Plant has
been expanded to accommodate 3 Phase UPS assembly (HIGH ENERGY
DIVISION) at our existing plant located at 122/1, Old Mahabalipuram
Road, Chennai - 600 119.
TRANSFORMERS AND STABILISERS MANUFACTURING PLANT (CHENNAI - 122/1 OLD
MAHABALIPURAM ROAD): The Stabilisers and Power Conditioning accessories
are manufactured in this plant and this unit supports NUMERIC as a
total Power conditioning Systems Company in India.
SALES & SERVICE LOCATIONS:
7 Service centers have been added during the year to the existing 228
centers totaling a strong network of 235 locations by 31st March 2010.
NUMERIC is the only company with such large network and presence close
to customers.
EXTERNAL GROWTH:
1. Numeric Lanka Technologies Pvt. Ltd. - Colombo - Sri Lanka
2. Numeric Power Systems PTE Ltd - Singapore
3. Numeric Power Systems (Mauritius) Private Limited - Mauritius
4. Numeric Power Systems (PTY) Limited - South Africa
RANGE OF NUMERIC PRODUCTS:
NUMERIC BRAND:
500 VA- 2 KVAOFF - LINE & LINE INTERACTIVE UPS SYSTEMS
1 - 3 KVA LINE INTERACTIVE SINE WAVE UPS SYSTEMS
3-20 KVA SINE WAVE INVERTERS
500 VA - 3 KVA DIGITAL HP RANGE OF ON - LINE UPS SYSTEMS
5 - 60 KVA DIGITAL HPE SERIES ON - LINE UPS SYSTEMS
10 - 4800 KVA NUMERIC BRAND ADVANCED TECHNOLOGY UPS
POWER CONDITIONER ACCESSORIES & SERVO STABILISERS
ELECTRICAL POWER QUALITY AUDITS & SYSTEM DESIGN
NUMERIC RANKING - INDIAS No.1 ON-LINE UPS COMPANY & POWER ELECTRONICS
MANUFACTURER
It is our great pleasure to share with all our Investors that our
company - NUMERIC has been ranked as No.1 Online UPS Manufacturer,
Power Electronic company of the year for the 17th year all in a row.
Apart from the above, SD has also awarded us the No.1 Offline / Line
Interactive UPS manufacturer for the year 2009 . The journals from the
Association of Computer Professionals in India -SOFTDISK made a
qualitative research on all India basis and publish the data every
year.
AWARDS WON
1. SOFT DISK - SD Awards 2009
- No.1 On-Line UPS Manufacturer (17th Consecutive Year)
- No.1 Power Electronic Company of the Year (17th Consecutive Year)
- No.1 Off-Line /Line-interactive UPS Manufacturer of the year (4th
consecutive Year)
- A++ Soft Disk rating for USER SATISFACTION SURVEY -2009
2. FROST & SULLIVAN -2005 INDIAN UPS INDUSTRY AWARDS
- MARKET LEADERSHIP AWARD
3. FROST & SULLIVAN -2004 INDIAN UPS INDUSTRY AWARDS
- CUSTOMER SERVICE LEADERSHIP -MANUFACTURING SEGMENT
- PRODUCT LINE LEADERSHIP - BANKING, INSURANCE AND N.B.F.I SEGMENT
4. INTERNATIONAL FACILITY MANAGEMENT ASSOCIATION (IFMA) AWARD FOR
EXCELLENCE SURVEY 2004
- BEST SERVICE PROVIDER, Category: M & E Suppliers
5. Awards from NCR, DELL, WIPRO & INFOSYS.
DIRECTORS RESPONSIBILITY STATEMENT:
The Directors hereby report under Section 217 (2AA) of the Companies
Act, 1956, that:-
(i) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(ii) 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 and of the profit of
the company for the year;
(iii) The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
and
(iv) The directors have prepared the annual accounts on a going concern
basis.
DIRECTORS
REAPPOINTMENT
Mr. N. Natarajan and Mr. B.G. Giri retire by rotation and being
eligible, offer themselves for reappointment at the ensuing Annual
General Meeting.
At the meeting of Board of Directors of the Company held on 15th April
2010, Mr. R. Chellappan was reappointed as Managing Director for a
further period of 5 years from 1st May 2010 to 30th April 2015.
At the meeting of Board of Directors of the Company held on 28th May
2010, Mr. A. Balan and Mr. K. V. Nachiappan were reappointed as
Whole-time Directors for a further period of 5 years from 12th
September 2010 to 11th September 2015.
The resolutions in respect of the above reappointments are placed
before the shareholders for their approval at the ensuing Annual
General Meeting.
STATUTORY INFORMATION
The information required under Section 217(2A) of the Act and the Rules
made thereunder, is provided in an Annexure forming part of this
Report. In terms of Section 219(1 )(b)(iv) of the Act, the Report and
Accounts are being sent to the shareholders excluding the aforesaid
Annexure. Any Shareholder interested in obtaining a copy of the same
may write to the Company Secretary.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO
Particulars as required 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, are annexed.
CREATION OF WOS - NUMERIC SOLAR ENERGY PVT LTD
A wholly Owned Subsidiary was created with a strong focus to develop
GREEN ENERGY PRODUCTS that will include the following:
SOLAR POWER CONVERTERS AND PROJECTS
LED LIGHTING SOLUTIONS
SOLAR ENERGY PROJECTS
NUMERIC continues to implement SPV (Solar Photo Voltaic) projects in
India and abroad including Japan, Kenya, Nigeria etc., Numeric has
created a strong installed base in the following areas of making Solar
Power available towards the Green Energy movement:
æ Stand alone and Distributed Mini Grid Systems
æ Solar Hybrid UPS Systems
æ Grid Connected Solar Power Systems
EXPLANATORY NOTE ON QUALIFICATION UNDER SECTION 217(3) OF THE COMPANIES
ACT, 1956
The audited financial statements of the subsidiary company namely,
Numeric Power Systems Pte. Limited, Singapore, for the year ended March
31, 2010, will form part of the Annual Report.
CORPORATE GOVERNANCE
A report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement is attached to this Report.
A Compliance Certificate from Mr. R. Kannan, Practicing Company
Secretary, regarding compliance of conditions of Corporate Governance
as stipulated under the aforesaid Clause, is annexed to this report.
RESULTS OF SUBSIDIARY COMPANIES
Information relating to the following subsidiary companies for the year
ended March 31, 2010, are attached to this Report.
S.No. Name of subsidiary Company Place of Incorporation
1. Numeric Lanka Technologies Pvt. Limited, Colombo, Sri Lanka.
2. Numeric Power Systems Pte. Limited, Singapore.
3. Numeric Power Systems (Mauritius) Private Ltd, Mauritius.
4. Numeric Power Systems (PTY) Ltd, Johannesburg, South Africa.
5. Numeric Solar Energy Private Limited, Chennai, Tamil Nadu, India
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard AS-21 on Consolidated
Financial Statements read with Accounting Standard AS-23 on Accounting
for investments in Associates in consolidated financial statements and
AS-27 on Financial Reporting of interests in Joint Ventures, we have
attached the consolidated financial statements which form part of the
Annual Report and Accounts.
AUDITORS
M/s. S.R. Batliboi & Associates, Chartered Accountants, TPL House,
Second Floor, 3, Cenotaph Road, Chennai - 600 018 retire at the ensuing
Annual General Meeting, and are eligible for reappointment.
ACKNOWLEDGMENT
Your Board places on record its appreciation of the support and
co-operation received from the Government of India, State Governments,
Financial Institutions, Banks, Suppliers, Customers and Vendors, whom
your company looks upon as valued partners in progress. Your Directors
commend the zeal and zest of employees at all levels culminating in the
Company setting yet another new record on its operational performance
for the year and also wish to thank the shareholders for their
continued patronage and confidence reposed in the Management.
For and on behalf of
the Board of Directors
Chennai
28th May 2010
R. CHELLAPPAN A. BALAN
Managing Director Director