Your Directors have pleasure in presenting before you the 39th (Thirty-Ninth) AnnualReport of your Company on the business and operations together with the Audited FinancialStatements and Auditors' Report for the financial year ended 31st March 2021. Theperformance of the Company during the year under Report is summarized as below:
The summarized financial results of our operations for the Financial Year ending 31stMarch 2021 are detailed hereunder.
| || ||(Rs.in lakhs) |
|Particulars ||2020-21 ||2019-20 |
|Revenue from operations ||1964.07 ||3298.05 |
|Other Income ||19.58 ||32.55 |
|Total Revenue ||1983.65 ||3330.60 |
|Profit/(Loss) before Interest & Depreciation ||(579.75) ||(505.60) |
|Less : Interest and Finance Charges ||112.87 ||135.30 |
|Less : Depreciation ||116.39 ||121.89 |
|Profit/ (Loss) After Interest & Depreciation ||(809.01) ||(762.79) |
|Exceptional Items ||82.53 ||-- |
|Profit/ (Loss) before Tax ||(726.48) ||(762.79) |
|Current Tax ||-- ||- |
|Deferred Tax Assets/(Liabilities) [Net) ||(452.76) ||- |
|Profit / (Loss) after Tax ||(1179.24) ||(762.79) |
|Other Comprehensive Income ||1.60 ||- |
|Total Comprehensive Income for the Year ||(1177.64) ||(762.79) |
|Earnings per Share (Basic & Diluted) ||(12.87) ||(8.34) |
Note: Previous year's figures are regrouped wherever necessary.
The prevailing COVID-19 pandemic outbreak has caused havoc in the economy across theGlobe and India as well since last quarter of previous year. The current economic crisisdue to COVID-19 has drastically affected the operation and liquidity of your Company. Boththe Units of the Company at Bhubaneswar and Vadodara have been affected badly due to thesepandemic situations. Both the Units are suffering due to lack of orders non-availabilityof manpower etc. Though Bhubaneswar Unit has no orders from Electricity Utility Companiesof the State it is running with private orders which reduce the turnover of the Unit. Incase of Vadodara Unit due to delayed supply it has to bear heavily the penalty fordelayed supplies. Moreover it has no orders in hand from Electricity Utility Companies ofGujarat. The operation of the Unit is virtually closed since 2021.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
No unclaimed dividend amount due for transfer to IEPF.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN OR SECURITY PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013:
The particulars of the loans guarantees and investments covered under provisions ofthe Section 186 of the Companies Act 2013 read with the Companies (Meeting of Board andits Powers) Rules 2014 are given in the notes to the financial statements which formspart of this Annual Report.
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 Companies (Accounts) Rules 2014 are given in Annexure"A".
None of the employees of the Company has been in receipt of remuneration exceeding theamounts envisaged under Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 of the Companies Act 2013.
The Company has not accepted any public deposits so far.
TRANSFER TO GENERAL RESERVE:
During the financial year ending on 31st March 2021 there has been no transfer toGeneral Reserve.
Your Directors has not recommended any Dividend during this financial year.
The Paid up share Capital of the Company stood at Rs. 91506450.00 consisting of 9150645of equity shares of Rs. 10/- each.
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 AlfaTransformers Limited (ATL) is a value-based framework to manage our Company affairs in afair and transparent manner. We have evolved guidelines and best practices over the yearsto ensure timely and accurate disclosure of information regarding our financialsperformance leadership and governance of the Company. We are an ethically responsiblecompany operate with transparency and validate commitment and sincerity both verticallyand horizontally across the organization with a spirit of integrity. The Company hascomplied with all mandatory provisions of Corporate Governance as prescribed under SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015. In compliance withRegulation 34 of the Listing Regulations a separate report on Corporate Governance isannexed in "Annexure B" along with the certificate from M/s PAMS &Associates Chartered Accountants confirming compliance with the requirement of CorporateGovernance.
MANAGEMENT'S DISCUSSION 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 Directors'Responsibility Statement it is hereby confirmed that:
i) In the preparation of the annual accounts for the year ended March 312020 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Pursuant to provisions of section 152 and all other applicable provisions of CompaniesAct 2013 and the Companies (Appointment and Remuneration) Rules 2014 Mr. Debasis Das isliable to retire by rotation at the ensuing Annual General meeting and being eligibleoffered himself for re-appointment. Your Directors recommend his reappointment.
In accordance with Section 149(7) of the Act each Independent Director has givenwritten declaration to the Company confirming that they meet the criteria of Independenceas mentioned under Section 149(6) of the Act and SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015. The Company has put in place an induction andfamiliarization programme for all its directors including the Independent Directors. Thefamiliarization programme in terms of the provisions of SEBI (LODR) Regulations isuploaded on the website of the Company.
KEY MANAGERIAL PERSONNEL:
During the year under review there was no change in the key managerial personnel ofthe Company.
M/S PAMS & Associates have given their consent for re-appointment along with theeligibility certificate as per Section 141 of the Companies Act 2013. Your Directorsrequest your approval to appoint them as statutory auditors of the Company to hold officefrom Conclusion of this AGM to the next AGM.
The Board of Directors of the Company has appointed M/S Saroj Ray & AssociatesCompany Secretaries Bhubaneswar under Section 204 of Companies Act 2013 and the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 to conduct secretarialaudit of the Company for the financial year 2021-22. The Report of the Secretarial Auditorin Form MR-3 for the financial year 2020-21 is attached in Annexure D.
Your Company has appointed M/s. Goutam Lenka & Co. as the Internal Auditor forVadodara Unit and Bhubaneswar Unit of the Company for the financial year 2021-22.
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. TheStatutory Auditors have not reported any incident of fraud to the Audit Committee or theBoard of Directors under Section 143 (12) of the Companies Act 2013 during the financialyear ended 31st March 2021. The company continues to adopt practices to ensure bestpractice as per Indian Accounting Standards and Corporate Governance standards.
DISCLOSURE AS PER LISTING AGREEMENT:
Cash Flow: The cash flow statement in accordance with accounting standard isappended to this Annual Report.
Related Party Transactions: As a matter of policy your company carriestransactions with related parties on an arm-length basis. Statement of these transactionsis given in the Notes to the financial statements forming part of this Annual Report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY: The
COVID-19 pandemic and consequent lockdowns/shutdowns have adversely impacted thebusiness on account of unavailability of manpower and timely delivery of raw materialsaffecting the production cycle. The Company also didnot participate in bidding of tendersfor supply of transformers at Vadodara Unit during the year on account of extremely lowand commercially unsustainable prices and also due to prevailing COVID-19 pandemicsituation. Further considering the huge amount of outstanding creditors and lack oforders in Vadodara Unit the Board recommends the sale of Vadodara Unit which is subjectto approval of Shareholders.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: Nosignificant or material orders were passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operation in future.
CHANGE IN NATURE OF BUSINESS: During the year under review there has been nochange in the nature of business of the Company.
RISK MANAGEMENT POLICY AND INTERNAL FINANCE 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 ControlSystems are commensurate with the nature size and complexity of the business of thecompany. These are routinely tested and certified by Statutory Auditor as well as InternalAuditors.
EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form No. - MGT 9 as on31.03.2021 is appended to this Report as 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 itemslong term view in the inputs regarding development and sustainability of the Company andconsideration of shareholders and other stakeholders' interests. The evaluation involvesSelf-Evaluation by the Board Member and subsequently assessment by the Board of Directors.A member of the Board does not participate in the discussion of his/her evaluation. TheBoard of Directors has expressed their satisfaction to the evaluation 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 there under 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).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (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 Work Place (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.
Your Company believes that human resources will play a critical role in its futuregrowth. With a focus on nurturing and retaining talent your Company provides avenues forlearning and development through functional behavioral and leadership training programsknowledge exchange conferences and providing communication channels for informationsharing to name a few of the initiatives.
SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India the Secretarial Standards onMeetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effectfrom 1st July 2015. The Company is in compliance with the Secretarial Standard.
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 2021-22 has beenpaid.
Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:
The Company had already submitted all documents as per rule to Bhubaneswar &Calcutta stock Exchange for delisting of shares. Permission is still awaited
1) QUALITY SYSTEM:
The company was accredited ISO 9001-2008 for quality management system with respect to"Design Manufacture Repair and sale of Power Transformers & DistributionTransformers" from 1997 with continuity. The present registration is accredited byTUV SUD South Asia Private Limited from 15/05/2018 which is valid up to 14/05/2021.
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.
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/- ||Sd/- |
|PLACE : BHUBANESWAR ||DILLIP KUMAR DAS ||DEEPAK KUMAR DAS |
|DATE : 30th June 2021 ||MANAGING DIRECTOR ||DIRECTOR |