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IMP Powers Ltd.

BSE: 517571 Sector: Engineering
NSE: INDLMETER ISIN Code: INE065B01013
BSE 00:00 | 17 Aug 72.65 3.00
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NSE 00:00 | 17 Aug 72.60 1.60
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OPEN 72.00
PREVIOUS CLOSE 69.65
VOLUME 4935
52-Week high 131.40
52-Week low 66.50
P/E 5.22
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 72.00
CLOSE 69.65
VOLUME 4935
52-Week high 131.40
52-Week low 66.50
P/E 5.22
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IMP Powers Ltd. (INDLMETER) - Director Report

Company director report

To Members

IMP Powers Limited

Your Directors present 55th Annual Report together with the Audited Financial Statementof IMP Powers Limited ("IMP"/ the "Company") for the financialyear ended March 31 2017.

1. Financial Summary Or Highlights:

The financial highlights of the Company are as follows:

(Rs. in Lakhs)

PARTICULARS 2016-17 2015-16
Gross Turnover 42471.43 39648.78
Turnover Net of Excise Duty 39305.32 36011.01
Other Income 83.86 75.58
Total Revenue from Operations 39389.18 36086.59
Profit Before Finance Cost Deprecation & Taxes 3543.69 3451.27
Less: Depreciation 604.48 592.73
Less: Finance Cost 2437.01 2393.14
Profit Before Tax 502.21 465.40
Less: Current Tax 172.88 172.51
Less: Deferred Tax (6.59) (16.95)
Profit After Tax 335.91 309.84
Add: Profit brought from Previous Year 1985.72 1812.02
Profit available for Appropriation 2373.60 2121.86
Appropriations:
Proposed Equity Dividend 43.18 45.68
Proposed Preference Dividend - -
Tax on Dividend 8.79 8.79
Transfer to 4% Preference Share Capital Redemption Reserve - 81.67
Transfer to Bond Redemption Reserve - -
Surplus carried to Balance Sheet 2321.63 1985.72
Earning Per Share
Basic 3.89 3.65
Diluted 3.89 3.65

2. Financial Performance Operations and State of the Company's Affairs:

The company's sale has increased by over 9.15% in FY 2016-17 over FY 2015-16. The PAThas increased by over 8.41% in FY 2016-17 over FY 2015-16. The consolidated sales of theyear under review was Rs. 395 crore and consolidated Profit after Tax (PAT) was Rs. 3.53crore

Major Achievements

? The Company is amongst the top 5 power transformer companies in India in the 132-220 kvClass category.

? The Company has orders worth over Rs. 600 Cr. in hands.

? The Company has been awarded for its outstanding performance of highest numbers ofEHV transformers successfully tested for Short Circuit Withstanding capabilities as perIEC standards.

? The Company has been awarded for its outstanding performance of having tested atCPRI the highest rating of transformer "160MVA 220/66kV" successfully forshort-circuit withstand capabilities as per IEC standards.

? The Company has received its 1st order for supply and installation of (5KW x 4)Kinetic Energy Turbines

? The Company has been awarded as Most valued Customer by CPRI.

3. Change in the nature of business if any:

There was no change in nature of business activity during the year.

4. Dividend:

Your Directors are pleased to recommend a Dividend for the financial year 2016-17 ofRe. 0.50 (i.e. @5%) per Equity Share of Rs.10 each. The total outgo on account of paymentof Dividend for the current year amounts to Rs. 51.97 Lakhs including dividenddistribution tax of Rs. 8.79 Lakhs. The dividend payment is subject to the approval of theshareholders at the ensuing Annual General Meeting (AGM) and be paid to the shareholderswhose names appear in the Register of Members/Beneficial Holders as on Record date/bookclosure fixed for the said purpose.

5. Future Growth Prospects:

Considering the following:

? Government's clear vision & determination to provide electricity to all by 2022

? Government's keen monitoring to reduce losses in transmission of electricity

? Growing need for further strengthening the transmission grid for transmission ofpower produced conventionally as well as through renewable energy sources such as solaretc. the demand for new transformers as well as replacement transformers is expected to behuge atleast in the next 15 years. There will be additional demand for transformers onupgradation of transmission line with transformers of 400 KV class & above throughPGCIL NTPC Railways etc. The demand for transformers is expected to increase furtherfrom overseas market in Asia Africa & Latin America.

For the first time in the Company's history the Company has order book of over Rs. 600crores (including export & deemed export orders of over Rs. 60 crores) the companyexpects to execute these orders with greater speed and improved profitability.

6. Reserves:

The Board does not propose to carry any amounts to reserves.

7. Subsidiary Company

Your Company has one (1) subsidiary as on March 31 2017. There are no associatecompanies or joint venture companies within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act"). There has been no material change in the nature of thebusiness of the subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiary in Form AOC-I are annexedas Annexure-A and forms part of this Report.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate audited accounts in respect of subsidiary company are available on the website ofthe Company.

IMP Energy Ltd (IEL) a Subsidiary Company of IMP Powers Limited is engaged incomplete EPC Work of small hydro Power (SHP) business. The Company sets up small hydropower plants of upto 5 MW capacity and does the entire EPC work. It is currently executing12 projects and out of which 3 projects are expected to be commissioned during FY 2017-18.Also IMP Energy Ltd. is L1 in 7 MW of IPP projects in Jammu and Kashmir State.

8. Directors and Key Managerial Personnel:

A) Changes in Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 read with the applicablerules thereto (including any statutory modification(s) or re-enactment thereof for thetime being in force) [`the Act'] and Articles of Association of the Company ShriAjay R Dhoot retires by rotation at the ensuing AGM and being eligible offers himself forre-appointment.

Smt. Rajkamal Sukhani Independent Director of the Company resigned for personalreasons from the Board with effect from August 12 2016 & Shri Prakash BaglaIndependent Director of the Company resigned for personal reasons from the Board witheffect from September 23 2016. Further Shri (Dr.) Praveen Saxena was appointed asAdditional Independent Director with effect from May 27 2016 and appointment wasregularized at the AGM held on September 29 2016. Ms. Priyanjali Dhoot alias Mrs.Priyanjali Abhishek Malpani was appointed as Additional Director with effect from November10 2016 and her appointment shall be regularized at the ensuing Annual General Meeting.

During the period under review Shri Deepak Shah Chief financial officer of theCompany tendered his resignation w.e.f. June 30 2016 and subsequently Shri Bakul Desaiwas appointed as the Chief Financial Officer of the Company w.e.f. July 1 2016. Duringthe year under review on the basis of the approval and recommendation of the Nomination& Remuneration Committee the Board of Directors of the Company in their meeting heldon February 14 2017 has subject to the approval of the Members unanimously approved there-appointment of Shri Ramniwas R Dhoot Chairman cum Whole-time Director of the Companypursuant to the provisions of Section 196 197 198 Schedule V of the Companies Act 2013and Articles of Association of the Company w.e.f. April 1 2017 as per the supplementaryagreement entered into by the Company.

During the year Mrs. Parvati Nair was appointed as Company Secretary KMP andCompliance Officer of the Company and she tendered resignation for personal reasons fromthe said position effective from September 17 2016. Thereafter on the basis ofrecommendation of the Nomination & Remuneration Committee the Board of Directors intheir Meeting held on November 10 2016 appointed Mrs. Sarita Parwani as the CompanySecretary KMP and Compliance Officer of the Company. Subsequently she tendered herresignation for personal reasons w.e.f. February 8 2017. Thereafter on the basis ofrecommendation of the Nomination & Remuneration Committee the Board of Directors intheir Meeting held on February 14 2017 appointed Ms. Priya Shah as the Company SecretaryKMP and Compliance Officer of the Company with immediate effect.

Details of the number of meetings of the Board of Directors and Committees andattendance at the meetings have been furnished in the Report on Corporate Governance.

B) Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard has carried out an annual performance evaluation of its own performance ofindividual Directors as well as the evaluation of the working of its all Committees.

Directors: i. Independent Directors:

The performance of each independent director was evaluated by the Board of Directors(excluding the director being evaluated) on various parameters like engagementleadership analysis decision making communication governance interest ofstakeholders etc.

ii. Non-Independent Directors:

The performance of all the non-independent directors was evaluated by the Board ofDirectors. Further their performance was also evaluated by the Board of Directors. Thevarious criteria considered for the purpose of evaluation included leadership engagementtransparency analysis decision making functional knowledge governance stakeholdersetc. The Board was of the unanimous view that all the non-independent directors wereproviding good business and people leadership and used their rich experience for thebenefit of the Company.

iii. Declaration by an Independent Director(s) and re-appointment if any:

All the Independent Directors have provided the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in sub-section (6).

iv. Familiarization Programme to Independent Directors:

Though it is not mandatory for the Company to provide any formal familiarizationprogramme but to associate the independent directors with the nature of the industry inwhich the Company operates and business model of the

Company in addition to regular presentation on technical operations marketing andexports and financial statements the Company provides suitable familiarization programmeto them. In addition to the above Directors are periodically advised about the changeseffected in the Corporate Law Listing Regulations with regard to their roles rights andresponsibilities as Directors of the Company.

9. Material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report:

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthis financial statements relate and the date of this Report.

10. Number of meetings of the Board of Directors:

The Board of Directors met Four (4) times during the Financial Year under review. Theintervening gap between any two meetings was not more than 120 days as prescribed underthe Companies Act 2013. Details of date of Board meetings are provided separately in CorporateGovernance report.

11. Details of Committees of the Board:

At present the Board has following four (4) Committees:

? Audit Committee

? Nomination and Remuneration Committee

? Stakeholders' Relationship Committee and

? Corporate Social Responsibility Committee.

The Composition of various Committees and compliances are in line with the applicableprovisions of the Companies Act 2013 read with the Rules and Listing Regulations. Detailsof terms of reference of the Committees Committees membership and attendance at meetingsof the Committees are provided in the Corporate Governance Report.

12. Details of establishment of vigil mechanism for directors and employees:

The Company has established vigil mechanism pursuant to Section 177(9) of the CompaniesAct 2013 for Directors and Employees to report their concerns and has also taken steps tosafeguard any person using this mechanism from victimization and in appropriate andexceptional cases there is direct access to approach Shri R T RajGuroo Chairperson ofthe Audit Committee.

13. Corporate Social Responsibility (CSR)

In line with the provisions of the Companies Act 2013 and the rules framed there underwith respect to the Corporate Social Responsibility (CSR) your company is not governed bythe provisions of Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014. So the Company is not required to conduct CSRactivities.

14. Audit Report: a) Statutory Audit Report

The Audit Report does not contain any qualification reservation or adverse remarktherefore there are no further explanations to be provided for in this Report

. b) Secretarial Audit Report

The Secretarial Audit Report does not contain any qualification reservation or adverseremark therefore there are no further explanations to be provided for in this Report.

c) Cost Audit Report

The Cost Audit Report does not contain any qualification reservation or adverse remarktherefore there are no further explanations to be provided for in this Report.

15. Auditors:

a) Statutory Auditors:

M/s. Batliboi & Purohit Chartered Accountants Mumbai retiring Auditors does notoffer them for re-appointment. Further the Board in their meeting held on August 11 2017decided to appoint M/s. V.S. Somani & Co. Chartered Accountants who has given theirconsent to act as Statutory Auditors and being eligible to appoint. Members are requestedto appoint the auditors and to fix their remuneration.

M/s. V.S. Somani & Co. have furnished a certificate in terms of the Companies(Audit and Auditors) Rules 2014 and confirmed their eligibility in terms of Section 141and all other applicable provisions of the Act read with the applicable rules thereto.

b) Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hadappointed M/s. Dhirendra Maurya & Associates Practicing Company Secretary (ACS: 22005and CP: 9594) to undertake the Secretarial Audit of the Company for the financial year2016-17 and issue Secretarial Audit Report. The Secretarial Audit Report for the financialyear ended March 31 2017 is appended as Annexure B to this Report.

Further M/s. Dhirendra Maurya & Associates was also appointed to undertake theSecretarial Audit of the Company for the financial year 2017-18 and issue SecretarialAudit Report as required under the Companies Act 2013.

c) Internal Auditors:

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13of Companies (Accounts) Rules 2014 and on the basis of recommendation of Audit Committeethe Board of Directors in their meeting held on May 27 2016 appointed M/s. Bathiya &Associates LLP Chartered Accountants as the Internal Auditors of the Company for theperiod ending March 31 2017.

Further M/s. Bathiya & Associates LLP was also appointed to undertake theInternal Audit of the Company for the financial year 2017-18 and issue Internal AuditReport as required under the Companies Act 2013. d) Cost Auditors:

The board of Directors on the recommendation of the Audit Committee and pursuant toSection 148 & all other applicable provisions of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 and all other applicable rules made there underthe Companies Act 2013 (including any statutory modification(s) or re-enactment thereoffor the time being in force has appointed M/s. N. Ritesh & Associates CostAccountants as Cost Auditors of the Company for the financial year 2017-18 at aremuneration of 50000/- plus service tax as applicable subject to ratification of suchremuneration by the Members in the ensuing Annual General Meeting. Accordingly aresolution seeking Members' ratification for the remuneration payable to the Cost Auditorsforms part of the Notice convening the ensuing Annual General Meeting.

The Company has filed the Cost Audit Report for the financial year ended March 31 2016on September 30 2016. The Cost Audit Report for the financial year ended March 31 2017will be filed on/before the due date (i.e within 180 days from the close of the financialyear).

16. Conservation of energy Technology absorption and Foreign exchange earnings andOutgo:

The information as per Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Account) Rules 2014 with respect to conservation of energy technologyabsorption & foreign exchange earnings and outgo are given in Annexure C tothis report.

17. Managerial Remuneration and Particulars of Employees:

Disclosures pertaining to remuneration and other details as required under section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are appended as Annexure D to this Report.

The Company doesn't have any employee falling within the preview of Section 197 of theCompanies Act 2013 read with Rule 5(2) (i) to (iii) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time hence nosuch details are provided.

18. Extract of Annual Return:

In accordance with Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of the Annual Returnin Form MGT – 9 is attached as Annexure E to this Report.

19. Share Capital & Listing of Securities:

During the financial year under review the Company has not issued:

??any equity shares with differential rights as to dividend voting or otherwise;

??any equity shares (including sweat equity shares) to employees of the Company underany scheme; ??any Sweat Equity Shares.

The equity shares of the Company are listed and admitted to dealings on BSE Limited(BSE) and National Stock Exchange of India Limited (NSE). Annual Listing Fee has beenpaid to each exchange. As required under the Listing Regulations the Company has executedthe Uniform Listing Agreement with BSE and NSE.

20. Management Discussion and Analysis Report:

Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the Listing Regulations is set out in a separate sectionforming part of this Report.

21. Corporate Governance:

The Company is adhering to good corporate governance practices in every sphere of itsoperations. The Company has taken adequate steps to comply with the applicable provisionsof Corporate Governance as stipulated under the Listing Regulations. A separate reporton Corporate Governance is enclosed as a part of this Report along with theCertificate on Corporate Governance received pursuant to Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the financial year endedMarch 31 2017 from the Practicing Chartered Accountant M/s. Batliboi & PurohitChartered Accountants.

22. Directors' Responsibility Statement:

As stipulated under section 134(3)(c) read with Section 134(5) of the CompaniesAct 2013 your Directors hereby state and confirm that: a) in the preparation of theannual accounts for the financial year ended on March 31 2017 the applicable accountingstandards have been followed and that there are no material departures from the same; b)they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year ended on March 312017 and of the profit and loss of the Company for that period; c) they have taken properand sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) they have prepared theannual accounts on a going concern basis; e) they have laid down internal financialcontrols for the Company and such internal financial controls are adequate and operatingeffectively during the financial year ended March 31 2017; and f) they have devisedproper systems to ensure compliance with the provisions of all applicable laws and suchsystems are adequate and operating effectively during the financial year ended March 312017.

23. Particulars of Contracts and arrangements with related parties :

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in subsection (1) of section 188 of the Companies Act 2013including transactions entered at arm's length under third proviso in prescribed Form No.AOC -2 is appended as Annexure F to the Board's Report.

24. Particulars of loans given investment made guarantees given and securitiesprovided:

The Company has not given any loan except loan to employees or given guarantee orprovided securities to any party covered under Section 185 of the Companies Act 2013.Further the Company has not made any fresh investment falling within the meaning ofSection 186 of the Act However there were certain investments which were made in earlieryears.

25. Risk Management:

A key factor in determining a Company's capacity to create sustainable value is therisks that the Company is willing to take (at strategic and operational levels) and itsability to manage them effectively. Many risks exist in a Company's operating environmentand they emerge on a regular basis. The Company's Risk Management process focuses onensuring that these risks are identified on a timely basis and addressed.

The Audit Committee oversees Enterprise Risk Management Framework to ensure executionof decided strategies with focus on action and monitoring risks arising out of unintendedconsequences of decisions or actions and related to performance operations complianceincidents processes systems and transactions are managed appropriately. The Companybelieves that the overall risk exposure of present and future risks remains within riskcapacity.

26. Internal Financial Controls with reference to the Financial Statement:

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the operations through a well-defined budget monitoring process and otherstandard operating procedures.

27. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

Your Company has always believed in providing a safe and harassment-free workplace forevery individual working in the Company. The Company has in place an Anti-SexualHarassment Policy in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. An Internal ComplaintsCommittee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis Policy. The Policy is gender neutral.

No complaints pertaining to sexual harassment were received during the Financial Year2016-17.

28. Other Disclosures/Reporting:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a) Details relating to deposits covered under Chapter V of the Act. b) Details of paymentof remuneration or commission to Managing Director or Joint Managing Director of theCompany from any of its subsidiaries as the Company does not have any Subsidiaries/JointVenture/Associate Company. c) Voting rights which are not directly exercised by theemployees in respect of shares for the subscription/purchase of which loan was given bythe Company (as there is no scheme pursuant to which such persons can beneficially holdshares as envisaged under section 67(3)(c) of the Companies Act 2013). d) No significantor material orders were passed by the Regulators or Courts or Tribunals which impact thegoing concern status and Company's operations in future.

29. Acknowledgements:

Your Directors express their deep gratitude for the co-operation and support extendedto the Company by its Members customers suppliers bankers and various governmentagencies. Your Directors also place on record the commitment and involvement of theemployees at all levels and looks forward to their continued co-operation.

By Order of the Board For IMP Powers Limited Sd/-Ramniwas R Dhoot Chairman (DIN:00210094)

Date: August 19 2017
Place: Mumbai

ANNEXURE - A FORM AOC-1 (Pursuant to first proviso to sub-section (3) of section 129read with rule 5 of Companies (Accounts) Rules 2014) Statement containing salientfeatures of the financial statement of subsidiaries/ associate companies/ joint venturesas on 31.03.2017

Part "A": Subsidiary

For the financial year 2016-17 (Rs. in Lakhs)
Particulars
1. Name of the subsidiary IMP Energy Ltd.
2. Reporting currency and Exchange rate INR
3. Share capital 100.00
4. Reserves & Surplus 130.15
5. Total assets 1782.02
6. Total Liabilities 1782.02
7. Investments NIL
8. Turnover 2053.24
9. Profit/ (Loss) before taxation 35.71
10. Provision for taxation 11.03
11. Profit/ (Loss) after taxation 24.67
12. Proposed Dividend NIL
13. % of shareholding

77.47% held by IMP Powers Ltd.

Holding Company

NOTES:

Names of Subsidiaries which are yet to commence operations- N.A.

Names of Subsidiaries which have been liquidated or sold during the year- N.A.

PART "B"

Associates and Joint Ventures

The Company does not have any Associates and/or Joint Ventures pursuant to theprovisions of Section 129(3) of the Companies Act 2013.

Your Company has ventured into an exciting new business - Exclusive Marketing andSelling of "Kinetic energy turbines" – a break-through technology of SmartHydro Power GmbH Ltd. – a German Company. The Company has got an order for supplyinstallation and commissioning of Kinetic Energy Turbines. The Turbines have beensuccessfully commissioned paving the way for taking this exciting business to next level.