Your Directors have pleasure in presenting the Thirty-Forth Annual Report on thebusiness and operations together with the Audited Accounts for the financial year ending31st March 2016. The performance of the Company for the year ended on 31st March 2016 issummarized below:
The summarized financial results of our operations for the Financial Year ending 31stMarch 2016 is detailed hereunder.
| || ||(Rs.in lakhs) |
|Particulars ||2015-16 ||2014-15 |
|1 Net Sales/Income from operations ||2693.08 ||2645.57 |
|2 Other Income ||22.55 ||16.47 |
|3 Total Income (1+2) ||2715.63 ||2662.04 |
|4 Profit/(Loss) before Interest Depreciation and Tax ||244.61 ||217.28 |
|5 Less : Interest and Finance Charges ||165.21 ||164.17 |
|6 Less : Depreciation ||135.29 ||152.81 |
|7 Profit/ (Loss) before Exceptional Items (4-5-6) ||(55.89) ||(99.70) |
|8 Add : Exceptional Items || || |
|9 Profit/(Loss) before Tax (7+8) ||(55.89) ||(99.70) |
|10 Less : Income Tax ||1.53 || |
|11 Net Profit/ (Loss) after Tax (9-10) ||(54.36) ||(99.70) |
|12 Add : Balance Carried forward from Statement of Profit and Loss A/C ||(586.09) ||(486.39) |
|13 Balance Carried to Balance Sheet (11+12) ||(640.45) ||(586.09) |
|14 Earning per Share (Basic & Diluted) ||(1.01) ||(1.86) |
Note: Previous year s figures are regrouped wherever necessary.
During the year under review the sales and other income is increased marginally by Rs.54 lacs as compared to previous year. The sales in term of volume increased to 5488numbers as compared to 4234 numbers in the previous year. The loss for the year was alsodecreased from Rs 100 lacs to Rs 54 lacs. During the year the company has accounted for Rs54.97 lacs towards bad debts/ liquidated damage (Previous year Rs 80.75 lacs). Company hasalso accelerated the timely collection of receivables which will reduce the bad debt incoming years.
FUTURE PROSPECTS :
During the Financial year 2016-17 Our Company is expecting to achieve Sales Turnoverof Rs. 45 Cores and already bagged orders worth of Rs. 24 crores. The company has alsoparticipated in tender in electricity utility companies both in Odisha and Gujurat andhopeful to get sufficient orders.
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 2016 are annexed.
The Company has not accepted any public deposits so far.
Your Directors has not recommended any Dividend during this financial year.
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 A .
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.
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 SEBI ( Listing Obligations and Disclosures Requirements) Regulations2015. A report on Corporate Governance is annexed in Annexure B to the report along withthe certificate on its compliance from the Auditors forms part of this report.
MANAGEMENT S 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 2016 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) Thedirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were inadequate and operating effectively.
Pursuant to provisions of section 152 and all other applicable provisions of CompaniesAct 2013 and the Companies (Appointment and Remuneration) Rules 2014 Mr. Deepak Das isliable to retire by rotation at the ensuing Annual General meeting and being eligibleoffered himself for re-appointment.
Your Directors recommend his reappointment.
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 re- appoint them as statutory auditors of the Companyto hold office from Conclusion of this AGM to the next AGM.
M/s S.S. Sonthalia & Co is re-appointed as the cost auditor of the Company for theFinancial Year 2016-17. They have given their consent letter along with the eligibilitycertificate under section 141(3)(g) of Companies Act 2013 for the year 2016-17.
Your company has re-appointed M/S Saroj Ray & Associates Company SecretariesBhubaneswar (under Section 204 of Companies Act 2013) to conduct secretarial audit of theCompany for the financial year 2016-17. They have given their consent letter along theeligibility certificate under section 141(3) (g) of Companies Act 2013 to act as theSecretarial Auditor of the Company for the financial year 2016-17.
The Report of the Secretarial Auditor for the financial year 2015-16 is attached inAnnexure D.
INTERNAL AUDITOR :
Your Company has appointed M/S Maloo Bhatt & Co. as the Internal Auditor forVadodara Unit and M/s Goutam Lenka & Co. for Bhubaneswar Unit of the company for thefinancial year 2016-17.
INDEPENDENT DIRECTORS :
The Independent Directors hold office for a fixed term of three year and they are notliable to retire by rotation. In accordance with Section 149(7) of the Act eachIndependent Director has given written declaration to the Company confirming that they metthe criteria of Independence as mentioned under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosures Requirements) 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 accounting standard and (AS-3) of ICAI isappended to 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 Account(Note-26(7a)) attached in compliance of Account Standard No.AS-18.
The Company s shares are listed on the BSE Limited . The Annual listing fees to the BSELimited for the year 2015-16 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 2016 Rs 2.94 lakhs has beentransferred to General Reserve.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY :
There has been no material changes and commitments affecting the financial position ofthe company which have been occurred between the end of the financial year of the Companyto which the financial statements relate.
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 are commensurate with the nature size and complexity ofthe business of the company. These are routinely tested and certified by Statutory Auditoras well as Internal Auditors.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form No. MGT 9 as on 31.03.2016 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 subsequent assessmentby the Board Of Directors. A member of the Board does not participate in the discussion ofhis/her evaluation. The Board of Directors have 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 Clause49 of the Listing Agreement to report genuine concerns of directors and Employees. ThePolicy has been posted on the website of the company.
1) QUALITY SYSTEM :The company was accredited ISO 9001-2008 for quality managementsystem with respect to Design Manufacture Repair and sale of Power Transformers &Distribution Transformers from 1997 with continuity. The present registration isaccredited by TUV SUD South Asia Private Limited from 26/05/2016 which is valid upto14/09/2018.
2) BIS CERTIFIED : The Company has got BIS certificate for level 2 upto 200 KVADistribution transformers for our plant at Bhubaneswar Unit and upto 100 KVA Level 2 forour Vadodara Unit. The company is also investing in prototype and type testing of otherratings of transformers for inclusion in BIS.
3) The company has already got 345 star ratings for distribution transformers upto200 KVA from Bureau of Energy Efficiency Govt. of India.
4) The Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09 from EEPCINDIA(Eastern Region).
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 : 27thMay 2016 ||CHAIRMAN |
ANNEXURE A TO THE DIRECTORS REPORT TECHNOLOGY ABSORPTION ENERGY CONSERVATION ANDFOREIGN 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 2016:
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 regulating 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:
| || ||(Rs in Lakhs) |
|Year ||2015-2016 ||2014-2015 |
|Expenditure || || |
|Earning || || |
| ||FOR AND ON BEHALF OF THE BOARD |
| ||Sd/- |
|PLACE : BHUBANESWAR ||DILLIP KUMAR DAS |
|DATE : 27thMay 2016 ||CHAIRMAN |