Your Directors have pleasure in presenting the Thirty-third Annual Report on thebusiness and operations together with the Audited Accounts for the financial year ending31st March 2015. The performance of the Company for the year ended on 31st March 2015 issummarized below:
The summarized financial results of our operations for the Financial Year ending 31stMarch 2015 is detailed hereunder.
|Particulars ||2014-15 ||2013-14 |
|1 Net Sales/Income from operations ||2645.57 ||2624.25 |
|2 Other Income ||16.47 ||52.72 |
|3 Total Income (1+2) ||2662.04 ||2676.97 |
|4 Profit/(Loss) before Interest Depreciation and Tax ||217.28 ||64.89 |
|5 Less : Interest and Finance Charges ||164.17 ||196.56 |
|6 Less : Depreciation ||152.81 ||84.34 |
|7 Profit/ (Loss) before Exceptional Items (4-5-6) ||(99.70) ||(216.01) |
|8 Add : Exceptional Items || ||201.92 |
|9 Profit/(Loss) before Tax (7+8) ||(99.70) ||(14.09) |
|10 Less : Income Tax || || |
|11 Net Profit/ (Loss) after Tax (9-10) ||(99.70) ||(14.09) |
|12 Add : Balance Carried forwards from Statement of Profit and Loss A/C ||(486.39) ||(472.30) |
|13 Balance Carried to Balance Sheer (11+12) ||(586.09) ||(486.39) |
|14 Earning per Share (Basic & Diluted) ||(1.86) ||(0.26) |
Note: Previous year s figures are regrouped wherever necessary.
- The total sales of the Company has increased by approximately Rs. 21.32 lakhs ascompared to the Previous year and incurred loss of Rs. 99.70 lakhs (Previous Year Rs.14.09 Lakhs) during the year
- Bad Debt of Rs. 80.75 lakhs was written off during the Year against outstandingreceivable from Electricity Utility Companies of different States which could not becollected in spite of best efforts . Pursuant to notification of Schedule II to theCompanies Act 2013 with effect from 1st April 2014 the Company has charged depreciationbased on the useful lives as prescribed under the Schedule. The depreciation charge forYear ended 31st March 2015 is higher by Rs. 58.86 lakhs as compared to the Previous.
- During the Financial Year 2014-15 Company has paid back Term Loan with Axis BankLimited.
- Our Vadodara Unit after passing through bad phases since last 3 years and during thecurrent financial year 2014-15 posted a turnaround with a total sales turnover of Rs. 8.82Crores as compared to the Previous year 2013-14 turnover of Rs. 0.90 Crores. Unit has alsosupplied 2496 Nos Transformers during the year 2014-15.
FUTURE PROSPECTS :
During the Financial year 2015-16 Our Company expecting to achieving Sales Turnover ofRs. 35.00 Cores and already bagged orders worth of Rs. 20.00 crores in its Vadodara Unit.We are expecting profit for the Company during the financial year.
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 2015 are annexed.
The Company has not accepted any public deposits so far.
Your Directors has not recommended any Dividend during this financial year.
TRANSFER TO GENERAL RESERVE :
During the financial year ending on 31st March 2015 no amount has been transferred toGeneral Reserve.
DIRECTORS : a. Pursuant to provisions of section 196 197 and 203 read with schedule Vand all other applicable provisions of Companies Act 2013 and the companies (appointmentand remuneration) Rules 2014 Mr. Dillip Kumar Das (Chairman cum Managing Director) andMr. Debasis Das (Whole Time Director) retire from 6th August 2015 and 31st March 2015respectively at the ensuing Annual General meeting and being eligible offered themselvesfor reappointment.
Your Directors recommend their reappointment. b. Declaration By Independent DirectorsAnd ReAppointments If Any
The Independent Directors pursuant to Sec 149 and 152 of Companies Act 2013 and rulesmade thereon are reappointed for a period of three years and their declaration ofIndependency is submitted and taken on record on the Board Meeting held on 29th May 2015.c. The ratio of the remuneration of each director to the median remuneration of employeesof the company for the financial year 2014-15 is herein attached as Annexure - A
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form No. MGT 9 is annexed herewith in Annexure - B.
STATUTORY AUDITORS :
M/s A. K. Sabat & Co Chartered Accountants Bhubaneswar retires at the ensuingAnnual General Meeting and has given their consent for re-appointment along with theeligibility certificate as per Section 141(3) (g) of the Companies Act 2013. YourDirectors request your approval to appoint them to hold office as directors from this AGMto the next ensuing AGM.
AUDITORS REPORT & AUDITORS OBSERVATION :
There is no audit qualification in the Company s financial statements. The companycontinues to adopt practices to ensure best practice as per Indian Accounting Standards.
The Notes on Accounts referred to in the Auditors Report enclosed are self-explanatoryand do not call for any further comments.
COST AUDITOR :
M/s S.S. Sonthalia & Co is appointed as the cost auditor of the company for thefinancial year 2015-16. Mr. S. S. Sonthalia has submitted his consent letter along withthe eligibility certificate under section 141(3)(g) of companies Act 2013 for the year2015-16.
Your company has appointed M/S Saroj Ray & Associates Company SecretariesBhubaneswar (under Section 204 of Companies Act 2013) to conduct secretarial audit for thefinancial year 2015-16. Mr. Saroj Kumar Ray has submitted his consent letter along theeligibility certificate under section 141(3) (g) of companies Act 2013.
Herein attached the secretarial audit report of the secretarial auditor in Annexure -C.
Your Company has appointed M/S Goutam Lenka & Co. as the Internal Auditor for thefinancial year 2015-16.
Star Export House:
The Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA(Eastern Region).
TECHNOLOGY ABSORPTION ENERGY CONSERVATION AND FOREIGN EXCHANGE EARNING AND OUTGO:
Information pursuant to Section 134(3) (m) of the Companies Act 2013 read withCompanies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988are given in Annexure D .
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.
DISCLOSURE AS PER LISTING AGREEMENT:
The cash flow statement in accordance with accounting standard and (AS-3) of ICAI isappended to this Annual Report.
Related Party Transactions:
As a matter of policy your company carries out transactions with related parties on anarm-length basis. Statement of these transactions is given in the Notes to Account(Note-26(7a)) attached in compliance of Account Standard No.AS-18.
The Company s shares are listed on the The Bombay Stock Exchange Limited . The Annuallisting fees to the The Bombay Stock Exchange Limited for the year 2014-15 have been paid.
Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:- The company hassubmitted all documents as per rule to Bhubaneswar & Calcutta stock Exchange fordelisting of shares. Permission is still awaited.
CORPORATE GOVERNANCE :
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 validate commitment andsincerity both vertically and horizontally across the organization with a spirit ofintegrity.
The Company has complied with all mandatory provisions of Corporate Governance asprescribed under clause 49 of the Listing Agreement. A report on Corporate Governance isannexed in Annexure E to the report along with the certificate on its compliance from theAuditors forms part of this report.
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 on 27/06/2014 which is valid upto 25/05/2016.
The industrial relations continued to be generally peaceful & cordial.
MANAGEMENT S DISCUSION AND ANALYSIS:
Management s Discussion and Analysis for the year under review as stipulated underClause 49 of the Listing Agreement with the Stock Exchanges in India is presented in aseparate section as Annexure F 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 2015 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.
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 : 29thMay2015 ||CHAIRMAN |