The Directors of your Company have pleasure in presenting Twenty Seventh Annual Reporttogether with the Audited Accounts and Auditors' Report for the year ended 31st March2015.
1. Financial summary or highlights/ Performance of the Company (Standalone):Thefinancial performance of the Company for the Year ended 31st March 2015 is as summarizedbelow: (Rs. In Lacs)
|Particulars ||2014-2015 ||2013-2014 |
|Gross Turnover & Other Income ||3919.31 ||4458.70 |
|Profit /(Loss) before Interest Depreciation & Taxation ||(99.86) ||(721.40) |
|Less - Interest ||28.06 ||398.44 |
|Profit /(Loss) before Depreciation & Taxation ||(127.92) ||(1119.84) |
|Less - Depreciation ||202.08 ||92.29 |
|Profit / (Loss) before tax ||(330.00) ||(1212.13) |
|Less- Provision for Taxation (Including Deferred Tax) ||- ||- |
|Net Profit / (Loss) for the year ||(330.00) ||(1212.13) |
|Add/(less) Surplus/ (deficit) brought forward from previous Year ||(2663.77) ||(1451.64) |
|Add/(less) Retain Value Assets ||(3.23) ||- |
|Profit available for Appropriations^ Loss) ||(2997.00) ||(2663.77) |
|Appropriations: ||- ||- |
|Balance Carried to Balance Sheet ||(2997.00) ||(2663.77) |
2. Performance Review:
The Turnover of the Company has decreased to Rs. 3730.59 Lacs and the Company hasincurred net loss of Rs. 330.00 Lacs for the F.Y 2014-15. The same is mainly due to fallin demand and rise in the prices of major raw materials and high interest rates.
3. Extract of Annual Return: Extract of Annual Return as provided under sub-section (3)of section 92 in Form No. MGT - 9. (Annexure 1).
4. Number of meetings of the Board of Directors: During the year 2014-15 4 meeting ofthe Board of Directors held.
5. Directors' Responsibility Statement: The Directors' Responsibility Statementreferred to in clause (c) of sub-section (3) of Section 134 of the Companies Act 2013shall state that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) 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 the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively
6. Auditors' Report:
As regards Auditors remarks in the Audit report comments of the Board of Directors areas under:-
a) Auditors' Remark:
The company has sent letters to customers in respect of trade receivables forconfirming balances outstanding as at March 312015 but in most of the cases thecustomers have not sent written confirmation confirming the balance outstanding as atMarch 312015. In the absence of confirmation any provision to be made for adversevariation in the carrying amounts of trade receivable is not quantified.
Boards Comments on the same:
The Board considers all outstanding balance of customers as on 31st March 2015 as goodand recoverable.
b) Auditors' Remark:
The company has sent balance confirmation letters to parties who are not covered in theregister maintained under Section 189 of the Companies Act 2013 but in most of the casesthe company have not received written confirmation confirming the balance outstanding asat March 312015. Further in respect of loans granted repayment of the principal amountwas not as stipulated and payment of interest has also not been regular.
Boards Comments on the same:
Company has received balance confirmation from some of the Companies and are vigorouslyfollowing up with the rest of the borrowers. Company expects to receive balanceconfirmation from all the companies to whomsoever advances have been given. Efforts aremade to regularize arrears and recovery against overdue principal and interest
c) Auditors' Remark:
The Company has not provided for interest payable to Canara Bank amounting to Rs.668.09 Lacs for the year ended 31st March 2015. The Company has also not made anyprovision for penal interest claimed by the bank. As a result the loss for the year ended31st March 2015 is understated by Rs. 668.09 Lacs & current liabilities as at 31stMarch 2015 are also understated by Rs.668.09 Lacs and also reserves are overstated by Rs.668.09 Lacs . The amount of penal interest cannot be quantified as the details have notbeen received from the bank.
Boards Comments on the same:
Based on the Legal advice received by the Company it has been decided not to provideany interest on liability of Canara Bank.
d) As regard Auditors' remarks in the Annexure to their report under Item No. (vii) (a)and (b) and (IX) With respect to non-payment of Maharashtra VAT Service Tax Income TaxMaharashtra Labour Welfare and Professional Tax the same is self explanatory
7. Loan and Investment by Company: Particulars of loans guarantees or investmentsunder section 186.(Annexure 2)
8. Particulars of contracts or arrangements with related parties: The particulars ofevery contract or arrangements entered into by the Company with related parties referredto in sub-section (1) of section 188 of the Companies Act 2013 including certain armslength transactions under third proviso thereto is given in Form No. AOC-2. (Annexure 3)
9. Reserves: In the financial year 2014-15 reserve maintained with the Company is Rs.3347.85 lacs while in year 2013-14 reserve was Rs. 3681.08. This reduction is due toretain value of Fix Assets of Rs.3.23 lacs and Loss for the year 2014-15 of Rs 330 Lacs.
10. Dividend: Your Directors do not recommend any dividend for the year under review inview of losses incurred.
11. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report: No such Material changesoccurred subsequent to the close of the financial year of the Company to which the balancesheet relates and the date of the report.
12. Conservation of energy technology absorption and foreign exchange earnings andoutgo: The details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows:
A. Conservation of energy:
i. the steps taken or impact on conservation of energy: NIL;
ii. the steps taken by the company for utilising alternate sources of energy: NIL;
iii. the capital investment on energy conservation equipments: NIL.
B. Technology absorption:
i. the efforts made towards technology absorption: NIL;
ii. the benefits derived like product improvement cost reduction product developmentor import substitution: NIL;
iii. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-
a) the details of technology imported: NIL;
b) the year of import: NIL;
c) whether the technology been fully absorbed: NIL;
d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: NIL; and
iv. the expenditure incurred on Research and Development: NIL.
C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actualinflows during the year and the Foreign Exchange outgo during the year in terms of actualoutflows: Inflow: Nil and Outflow: Nil.
13. Risk management policy: Our Company maintains conducive work environment andprovides adequate motivation to perform. However senior management team members or keypersonnel may choose to leave the organization in which case operations of our Company maybe affected. However in such eventuality we will promptly fill the vacancy through eitherfresh recruitment or internal promotion.
14. Change in the nature of business if any: NO
A) Changes in Directors and Key Managerial Personnel:
The details about the changes in the directors or key managerial personnel by way ofappointment re - designation resignation death or disqualification variation made orwithdrawn etc. In the case of a public company the name of the director who is/are liableto retire by rotation and also whether he/they offers/offer for reappointment.
B) Declaration by an Independent Director(s) and re- appointment if any:
A declaration by an Independent Director mentioned in item number 4 5 and 6 in thenotice that they meet the criteria of independence as provided in sub- section (6) ofSection 149 of the Companies Act 2013 has been disclosed by the Independent Director tothe Company.
C) Formal Annual Evaluation:
The Board has formulated a code of conduct policy for formal annual evaluation purposewhich has been made by the Board of its own performance and that of its committees andindividual directors.
16. Number of meetings of the Board of Directors
A) Audit Committee:
The Audit Committee has three directors i.e. one Chairman and Two members as per TheCompanies Act 2013 2/3rd of the members should be Independent Director and Chairmanshould be Independent Director. All members of the Audit committee is independentdirector. The Chairman of Audit Committee is Mr. Lalit Laxiram Agarwal and members of thecommittee are Mr. Suresh Sakharam More and Ms. Kiren Shrivastav.
B) Details of establishment of vigil mechanism for directors and employees:
The Whistle blower policy of the Company was formulated and policy is available in thecompany's website www.tarapurtransformers.com.
C) Nomination and Remuneration Committee:
The Company has adopted policy formulated by nomination and remuneration committee forappointment of Key Managerial personal.
17. Managerial Remuneration:
a. There is no employee covered pursuant to 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
b. There is no director who is in receipt of any commission from the company and who isa Managing Director or Whole-time Director of the Company shall receive any remunerationor commission from any Holding Company or Subsidiary Company of such Company subject toits disclosure by the Company in the Board's Report.
c. There is no such events occurs which require disclosures in the Board of Director'sreport under the heading "Corporate Governance" relating to the financialstatement:
i. all elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;
ii. details of fixed component and performance linked incentives along with theperformance criteria;
iii. service contracts notice period severance fees;
iv. stock option details if any and whether the same has been issued at a discount aswell as the period over which accrued and over which exercisable.
18. Details of Subsidiary/JV/Associate Companies: The Company has no Subsidiary/ JV/Associate Companies during the year.
A. The details relating to deposits covered under Chapter V of the Act-
a) accepted during the year: NIL;
b) remained unpaid or unclaimed as at the end of the year: NIL;
c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-
i. at the beginning of the year: NIL;
ii. maximum during the year: NIL;
iii. at the end of the year: Nil;
B. The details of deposits which are not in compliance with the requirements of ChapterV of the Act:: NIL;
20. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future: NIL
21. Auditors: M/s. Raman S. Shah & Associates Chartered Accountants who are theStatutory Auditors of the Company hold office till the conclusion of the forthcoming AGMand are eligible for re-appointment. Pursuant to the provisions of section 139 of theCompanies Act 2013 and the Rules framed there under it is proposed to appoint M/s. RamanS. Shah & Associates Chartered Accountants as statutory auditors of the Company fromthe conclusion of the Twenty Seventh Annual General Meeting (AGM) till the conclusion ofTwenty Eighth Annual General Meeting (AGM)of the Company.
The Company has received a Certificate from them that their re-appointment if madewould be within the limits and that they are not disqualified for such an appointmentunder the Companies Act 2013. Their re-appointment is recommended by the board.
22. Brief description of the Company's working during the year: The Company has threemanufacturing units at Boisar Pali and Vadodara. However there is no manufacturingactivity carried out at Boisar unit during the year.
23. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements: The Company has adequate internal financial control with referenceto the financial statement as all the works relating to financial statement is done fromthe corporate office of the Company.
24. Share Capital
A) Issue of equity shares with differential rights: No Equity Shares with differentialrights were issued during the financial year 2014-15 as provided in rule 4 (4) ofCompanies (Share Capital and Debentures) Rules 2014.
B) Issue of sweat equity shares: No Sweat Equity Shares were issued during thefinancial year 2014-15 as provided in rule 8 (13) of Companies (Share Capital andDebentures) Rules 2014.
C) Issue of employee stock options: No employee stock options were issued during thefinancial year 2014-15 as provided in rule 12 (9) of Companies (Share Capital andDebentures) Rules 2014.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees:
There is no such provision is made for the relevant financial year as provided in rule16 (4) of Companies (Share Capital and Debentures) Rules 2014.
25. Secretarial Audit Report: A Secretarial Audit Report given by M/s. Bhuwnesh Bansal& Associates a company secretary in practice shall be annexed with thereport.(Annexure 4)
26. Management's Discussion and Analysis Report: A detailed review of the operationsperformance and future outlook of the Company and its businesses is
given in the Management's Discussion and Analysis Report which forms part of thisReport.(Annexure 5)
27. Corporate Governance: We adhere to the principal of Corporate Governance mandatedby the Securities and Exchange Board of India (SEBI) and have implemented all theprescribed stipulations. As required by Clause 49 of the Listing Agreement a detailedreport on Corporate Governance forms part of this Report. The Auditors' Certificate oncompliance with Corporate Governance requirements by the Company is attached with theCorporate Governance Report. (Annexure 6).
28. Tax Provisions: The Company has made adequate provisions as required under theprovisions of Income Tax Act 1961 as well as other relevant laws governing taxation onthe company.
29. Acknowledgment: Your Directors would like to express their sincere appreciation forthe assistance and co-operation received from the financial institutions banksGovernment authorities customers vendors and members during the year under review. YourDirectors also wish to place on record their deep sense of appreciation for the committedservices by the Company's executives staff and workers.
| ||On behalf of the Board of Directors |
| ||For Tarapur Transformers Limited |
| ||Chandrashekhar Trivedi |
| ||DIN:00135114 |
|Mumbai 30th May 2015 ||Chairman |