Your Directors have pleasure in presenting the Thirty-fifth Annual Report on thebusiness and operations together with the Audited Accounts for the financial year ending31st March 2017. The performance of the Company for the year ended on 31st March 2017 issummarized below:
The summarized financial results of our operations for the Financial Year ending 31stMarch 2016 is detailed hereunder.
| || ||(Rs.in lakhs) |
|Particulars ||2016-17 ||2015-16 |
|1 Net Sales/Income from operations ||2565.30 ||2693.08 |
|2 Other Income ||27.20 ||22.55 |
|3 Total Income (1+2) ||2562.50 ||2715.63 |
|4 Profit/(Loss) before Interest Depreciation and Tax ||33.80 ||244.61 |
|5 Less : Interest and Finance Charges ||196.70 ||165.21 |
|6 Less : Depreciation ||140.95 ||135.29 |
|7 Profit/ (Loss) before Exceptional Items (4-5-6) ||(303.85) ||(55.89) |
|8 Add : Exceptional Items ||-- ||-- |
|9 Profit/(Loss) before Tax (7+8) ||(303.85) ||(55.89) |
|10 Less : Income Tax ||(0.19) ||1.53 |
|11 Net Profit/ (Loss) after Tax (9-10) ||(304.04) ||(54.36) |
|12 Add : Balance Carried forwards from Statement of Profit and Loss A/C ||(640.45) ||(586.09) |
|13 Balance Carried to Balance Sheet (11+12) ||(944.49) ||(640.45) |
|14 Earning per Share (Basic & Diluted) ||(4.82) ||(1.01) |
Note: Previous year s figures are regrouped wherever necessary.
In the competitive market the Company was able to achieve Sales and Other income toRs. 25.65 Crores in the present year as compared to Rs. 26.93 Crores in the previous year.The delay in sales was mainly due to mandatory BIS requirement w.e.f 1stJanuary 2017 and mandatory star rating system of Bureau of Energy Efficiency whichaffected sales and order in last quarter of the year. With sustained efforts company hasbeen able to overcome this situation and in the first quarter of FY 2017-18 it has bookedhighest ever order Rs. 45 Crores raising order in hand to Rs 60.30 Crores. With this wesee strong improvement in FY 2017-18.
With its strong market presence and performance the company is in position to attractinvestment for various private equity investors. During the financial year 2016-17 theCompany has gone for preferential issue of 945588 equity shares and 649412 convertiblewarrants which resulted in inflow of funds amounting to Rs 3. 90 Crores
The company has conducted the fair revaluation exercise of its assets which stands atRs. 47.07 Crores an increase of Rs. 21.71 Crores in previous financial year.
I feel privileged to inform that the Board of Directors in the Board Meeting held on 11thNovember 2016 has inducted two eminent personalities of power sector into its Board namelyShri Gopal Krishan Gupta and Shri Amalendu Mohanty whose credential have been described inintroduction to Board of Directors.
As stated above with good order in hand situation the company believes to achieve amuch higher sales turnover in 2017-18.
To achieve the above Company has taken various step such as increase in capacityutilization rationalization of machines between it Bhubaneswar and Vadodara plantsremodelling and layout changes in the plant addition of experienced manpowerstrengthening of supply chain management with a view for just in time delivery and costreduction. Company has also embarked improvement in IT system for smooth adoption of GST.To support the higher turnover company is approaching banks and other financialinstitution for higher working capital facilities.
Company is striving to add product qualification as per new BEE system in big way so asto increase order catchment area and is trying to win vendor approval for these ratingfrom other customers.
As all of you know that company was large exporter of transformers to Middle East andAfrican countries which got affected due to political issues. Company is now again tryingto revive this segment of market and soon expect good results.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The unclaimed dividend amount aggregating to Rs. 184122 for the financial year ended on2008-09 was transferred to the Investor Education and Protection Fund established by theCentral Government during the financial year ended March 31 2017 pursuant to Section124 of the Companies Act 2013.
DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNING AND OUTGO :
The disclosure of particulars relating to conservation of energy and technologyabsorption and foreign exchange earnings and outgo as required by Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is given in Annexure A. PERSONNEL :
None of the employees of the Company has been in receipt of remuneration exceeding theamounts envisaged by section 134(3) (m) of the Companies Act 2013.
Phoenix Surgicare Private Limited is the only wholly owned Subsidiary Company of yourCompany. The business operations in the subsidiary Company has not started.
Audited Statements of accounts of the Company s Subsidiary:
The audited statements of accounts along with the report of the Board of Directorsrelating to the Company s Subsidiary i.e. Phoenix Surgicare Private Limited together withthe Auditors Report thereon for the year ended 31st March 2017 are annexed.
The Company has not accepted any public deposits so far.
Your Directors has not recommended any Dividend during this financial year.
Corporate Governance is the system by which Companies are directed and controlled. Italso includes Board s accountability to the Company and stakeholders strategic vision andeffective monitoring by the Board protection and equitable treatment of all stakeholdersas well as timely disclosure. Corporate governance is a journey for constantly improvingsustainable value creation and is an upward moving target.
Corporate governance at Alfa Transformers Limited (ATL) s a value-based framework tomanage our Company affairs in a fair and transparent manner. We have evolved guidelinesand best practices over the years to ensure timely and accurate disclosure of informationregarding our financials performance leadership and governance of the Company. We are anethically responsible company operate with transparency and validate commitment andsincerity both vertically and horizontally across the organization with a spirit ofintegrity.
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance is given in Annexure B along with certificate from M/s. AK Sabat& Co. Chartered Accountants confirming compliance with the requirement of CorporateGovernance.
MANAGEMENT DISCUSION AND ANALYSIS REPORT :
Management s Discussion and Analysis for the year under review is presented in aseparate section as Annexure C forming part of the Annual Report.
DIRECTOR S RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 with respect to DirectorsResponsibility Statement it is hereby confirmed that:
i) In the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of state of affairs of company at end of Financial Year of Profit and Loss ofcompany for that period.
iii) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of company and for preventing and detecting fraud and other irregularities.
iv) The directors had prepared the annual accounts on a going concern basis; and
v) The directors had laid down internal financial controls to be followed by companyand that such internal financial controls are adequate and were operating effectively.
Explanation: For purpose of this clause the term internal financial controls meanspolicies and procedures adopted by company for ensuring the orderly and efficient conductof its business including adherence to company s policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records timely preparation of reliable financial information;
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were inadequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Pursuant to Sec 196(3) of Companies Act 2013 Shri Dillip Das will be attaining the ageof 70 years on Jan 26 2018 and being eligible offers himself for reappointment asChairman cum Managing Director of the company. He is recommended by Board of Directors toreappoint him as Chairman cum Managing Director.
Pursuant to Sec 196197203 and other applicable provisions of Companies Act 2013 ShriGopal Krishan Gupta is recommended by the Board to be appointed as Whole Time Directorw.e.f 11/11/2016.
Pursuant to Sec 149 (4) of Companies Act 2013 Shri Amalendu Mohanty is recommended bythe Board to be appointed as Independent Director w.e.f 11/11/2016.
Pursuant to provisions of section 152 and all other applicable provisions of CompaniesAct 2013 and the Companies (Appointment and Remuneration) Rules 2014 Shri Debasis Das isliable to retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
Your Directors recommend his reappointment.
M/s A.K. Sabat & Co Chartered Accountants Bhubaneswar retires at this 35th AnnualGeneral Meeting and M/S PAMS & Associates has given their consent for re-appointmentalong with the eligibility certificate as per Section 141(3) (g) of the Companies Act2013. The Board of Directors of the Company at their meeting held on 29th May 2017 onthe recommendations of Audit Committee and subject to approval of shareholders at theensuing Annual General Meeting recommend the appointment of M/S PAMS & AssociatesChartered Accountants as statutory auditors of the Company. Your Directors request yourapproval to appoint them as statutory auditors of the Company to hold office fromConclusion of this Annual General Meeting to the next Annual General Meeting .
Pursuant to provisions of section 148 of the Companies Act 2013 and the Companies(Audit & Auditors) Rules 2014 The Board on the recommendation of the AuditCommittee has approved the appointment of M/s S.S. Sonthalia & Co. Cost Accountantsas the Cost Auditors and remuneration payable to them to conduct the audit of the costrecords of the Company for the financial year ending March 31 2018. The Company hasreceived a letter from M/s S.S. Sonthalia & Co Cost Accountant Bhubaneswar showingtheir willingness to be appointed as Cost Auditors stating that they are not disqualifiedunder section 148(5) read with section 141(3) of the Companies Act 2013.
SECRETARIAL AUDITOR :
The Board of Directors of the Company has appointed M/s Saroj Ray & AssociatesPracticing Company Secretaries Bhubaneswar to conduct the Secretarial Audit pursuant toSection 204 of the Companies Act 2013 and the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 and their report viz. Secretarial Audit Report inForm MR-3 is appended to this Report as
Annexure D . INTERNAL AUDITOR:
Your Company has appointed M/S Vivek Sharma & Associates for Vadodara Unit and M/sGoutam Lenka & Co. for Bhubaneswar Unit as the Internal Auditor of the company for thefinancial year 2017-18.
The Independent Directors hold office for a fixed term of three years and they are notliable to retire by rotation.
In accordance with Section 149(7) of the Act each Independent Director has givenwritten declaration to the Company confirming that they met the criteria of Independenceas mentioned under Section 149(6) of the Act and SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015.
COMMENTS ON STATUTORY AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:
Neither the statutory auditors nor the secretarial auditors of the company in theirrespective reports have made any qualifications reservations or adverse remarks. Thecompany continues to adopt practices to ensure best practice as per Indian AccountingStandards and Corporate Governance standards.
DISCLOSURE AS PER LISTING AGREEMENT : Cash Flow:
The cash flow statement in accordance with applicable accounting standard is appendedto this Annual Report.
Related Party Transactions:
As a matter of policy your company carries transactions with related parties on anarm-length basis. Statement of these transactions is given in the Notes to financialstatements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial positionof the company which has been occurred between the end of the financial year of theCompany to which the financial statements relate and date of the report.
RISK MANAGEMENT POLICY AND INTERNAL FINANC CONTROL ADEQUACY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks in achieving key objectives of the Company. The Company has developed andimplemented Risk Management Policy of the Company to identify evaluate business risks andopportunities. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Company s competitive advantage.
The Internal Control Systems commensurate with the nature size and complexity of thebusiness of the company. These are routinely tested and certified by Statutory Auditor aswell as Internal Auditors.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form No. MGT 9 as on 31.03.2017 appended to this Reportas Annexure E .
ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of Board including theindividual Directors are based on certain key measures viz. Attendance of Board Meetingsand the Committee Meetings qualitative contribution in deliberations on agenda items long term view in the inputs regarding development and sustainability of the Company andconsideration of shareholders and other stakeholders interests.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board Of Directors. A member of the Board does not participate in the discussion ofhis/her evaluation. The Board of Directors has expressed their satisfaction to theevaluation process.
WHISTLE BLOWER POLICY:
The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directorspursuant to Section 177 of the Companies Act 2013 and the Rules made thereunder and SEBI(LODR) 2015 to report genuine concerns of directors and Employees. The Policy has beenposted on the website of the company(http://www.alfa.in/ vigil_mechanism.htm).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. During the year under review no complaints werereported to the Board.
The Company s shares are listed on the BSE Ltd. . The Annual listing fees to the BSELtd. for the year 2017-18 has been paid.
Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:- The company hadinitially submitted all documents as per rule to Bhubaneswar & Calcutta stock Exchangefor delisting of shares. Permission is still awaited
TRANSFER TO GENERAL RESERVE:
During the financial year ending on 31st March 2017 Rs 4.36 lakhs has beentransferred to General Reserve.
1) QUALITY SYSTEM :
The company was accredited ISO 9001-2008 for quality management system with respect toDesign Manufacture Repair and sale of Power Transformers & Distribution Transformersfrom 1997 with continuity. The present registration is accredited by TUV SUD South AsiaPrivate Limited from 26/05/2016 which is valid upto 14/09/2018.
2) The Company has got BIS certificate for various rating of Distribution transformersfor Bhubaneswar and Vadodara Unit. The company is also investing heavily in prototype andtype testing of other ratings of transformers for inclusion in BIS.
INDUSTRIAL RELATIONS :
The industrial relations continued to be generally peaceful & cordial.
Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders clients Bank Central & State government the company s valuedinvestors and all other business partner for their continued co-operation and excellentsupport received during the year.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||Sd/- |
|PLACE : BHUBANESWAR ||DILLIP KUMAR DAS |
|DATE : 29thMay 2017 ||CHAIRMAN |
ANNEXURE A TO THE DIRECTORS REPORT
TECHNOLOGY ABSORPTION ENERGY CONSERVATION AND FOREIGN EXCHANGE EARNING AND OUTGO
Disclosure of particulars with respect to Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo as required under Companies (Disclosure ofparticulars in the Report of directors) Rules 1988 and forming part of the Report of theBoard of Directors for the period ended 31st March 2017:
A. CONSERVATION OF ENERGY :
Energy conservation continues to be accorded high priority by your Company. The Companyhas already taken up steps for implementing Energy Conservation measures by replacing ofall conventional machineries creating awareness among employees regulated usage ofplant machinery and other equipments and use of energy saving equipments.
Rooftop solar generation to 35KV is being installed.
B. TECHNOLOGY ABSORPTION:
Your Company successfully absorbed the transfer of Technology from Hitachi Metals(India) Limited for its Metaglas Amorphous Project.
C. FOREIGN EXCHANGE EARNINGS & OUTGO :
The Foreign Exchange Earnings & Outgo is NIL during the year.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||Sd/- |
|PLACE : BHUBANESWAR ||DILLIP KUMAR DAS |
|DATE : 29thMay 2017 ||CHAIRMAN |