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IMP Powers Ltd.

BSE: 517571 Sector: Engineering
NSE: INDLMETER ISIN Code: INE065B01013
BSE 00:00 | 13 Sep 20.20 -0.05
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NSE 00:00 | 13 Sep 20.55 0.70
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OPEN 20.00
PREVIOUS CLOSE 20.25
VOLUME 858
52-Week high 79.85
52-Week low 17.50
P/E
Mkt Cap.(Rs cr) 17
Buy Price 20.00
Buy Qty 250.00
Sell Price 20.95
Sell Qty 3.00
OPEN 20.00
CLOSE 20.25
VOLUME 858
52-Week high 79.85
52-Week low 17.50
P/E
Mkt Cap.(Rs cr) 17
Buy Price 20.00
Buy Qty 250.00
Sell Price 20.95
Sell Qty 3.00

IMP Powers Ltd. (INDLMETER) - Director Report

Company director report

To

Members

IMP Powers Limited

Your Directors present 56th Annual Report together with the AuditedFinancial Statement of the Company for the financial year ended March 31 2018.

FINANCIAL HIGHLIGHTS:

The financial highlights of the company are as follows:

PARTICULARS 2017-18 2016-17
Gross Turnover 45029.93 42471.43
Turnover Net of Excise Duty 44564.00 39305.32
Other Income 91.96 86.84
Total Revenue from Operations 44655.96 39392.16
Profit Before Finance Cost Deprecation & Taxes 4116.57 3548.27
Less: Depreciation 658.57 604.48
Less: Finance Cost 2685.73 2437.01
Profit Before Tax 772.27 506.78
Less: Current Tax 249.51 174.47
Less: Deferred Tax (23.45) (6.67)
Profit After Tax 546.21 338.98
Earnings Per Share
Basic 6.32 3.92
Diluted 6.32 3.92

NOTE: TRANSITION TO IND AS: These financial statements as at and for the year endedMarch 31 2018 have been prepared in accordance with Indian Accounting Standards("Ind AS") issued under the Companies (Indian Accounting Standards) Rules 2015and as amended thereafter. For all periods upto and including the year ended March 312017 the Company prepared its financial statements in accordance with the accountingstandards notified under the Section 133 of the Companies Act 2013 read together withparagraph 7 of the Companies (Accounts) Rules 2014 (Indian GAAP). These financialstatements are the Company's first Ind AS financial statements and are covered by Ind AS101 Firsttime adoption of Indian Accouting Standards. The transition to Ind AS has beencarried out from the accounting principles generally adopted in India ("IndianGAAP") which is considered as the "Previous GAAP" for purposes of Ind AS101. An explanation of how the transition to Ind AS has affected the Company's Equity andits Net Profit is provided in Note 33(B). Financial Statements as at and for the yearended March 31 2017 have also been restated to conform to Ind AS

FINANCIAL PERFORMANCE. OPERATIONS AND STATE OF THE COMPANY'S AFFAIRS:

The Company's sale has increased by over 14.76% in FY 2017-18 over FY 2016-17. The PAThas increased by over 61.54% in FY 2017-18 over FY 2016-17. The consolidated sales of theyear under review was Rs. 445.64 crore and consolidated Profit after Tax (PAT) was Rs.5.64 crore

Major Achievements

• The Company is amongst the top power transformer companies in India in the132-220 kv Class category.

• The Electrical and industrial electronics industry has witnessed a record double- digit growth of 12.8% in 2017-18 in last Seven Years. As against this Company's salesduring F.Y.2017-18 has increased by 14.76%. In Q.E. June 2018 sales has increased by 56%Q-O-Q as compared to Q.E. June 2017.

• The Company has orders worth over Rs. 584 Cr. in hands as on 1st August 2018

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

• The Company has successfully commissioned first Small Hydro Power Project on EPCbasis at Bairas in Drass Kargil. This is the first project to be commissioned underPrime Minister's Ladakh Renewable Energy Initiative. As per information no one hassucceeded to setup Small Hydro Power Project in this difficult terrain. This remarkablesuccess will be replicated in our few other projects which are at different stage ofprogress. This will help us to create additional sources of growth business & revenuefor the Company.

• The Company has successfully tested and commissioned its 2nd Hydro Project(2x750Kw) at Sangrah in Kargil region Thus your Company is the only Company to havecommissioned 2 projects

• The Company has commissioned its 1st order for supply and installation of (5KW x4) Kinetic Energy Turbines in NLC Neyvelli

• The Company has got exclusive licensing of Innovative & break-throughtechnology of a leading German Company for 20 years for Kinetic Energy Turbines for India& 5 other countries

DIVIDEND:

Your Directors are pleased to recommend a Dividend for the financial year 2017-18 ofRs. 0.50 (i.e. @5%) per share on face value of Rs. 10 per share of the Company. The saidDividend on Equity Shares is subject to the approval of the Shareholders at the AnnualGeneral Meeting (AGM).

CHANGE IN THE NATURE OF BUSINESS IF ANY:

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

FUTURE GROWTH PROSPECTS:

Considering huge growth prospect in T& D and electrical equipments Industry fornext 5 years and huge orders in hand the Company is at inflection point to leap frog thetrajectory of quantum growth and is in the process of growing up to tap huge opportunitiesfor achieving higher sales and profitability on sustainable basis in the coming years.Upgradation of T&D network together with Generation will result in huge demand for220/132 /400 kV class transformers. The larger players focused on power transformer areentering into JVs with global companies to capture EHV market Renewable energy integratesto the grid at 220 KV. Therefore huge demand for 220 KV transformers.

RESERVES:

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

SUBSIDIARY COMPANY:

Your Company has one (1) subsidiary as on March 31 2018. 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.

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. The Company has alreadysuccessfully commissioned it's 1st hydro project on EPC basis at Bairas (2x750KW) inOctober 2017.

During the current financial year Company has commissioned 2nd EPC hydro project atSangrah (2x750KW). The Company is in the process of commissioning two more EPC projects.

CONSOLIDATED FINANCIAL STATEMENTS:

As stipulated by Regulation 33 of the Listing Regulations the consolidated financialstatements have been prepared by the Company in accordance with the Indian AccountingStandards (Ind AS). The audited consolidated financial statements together with Auditors'Report forms part of the Annual Report.

Further pursuant to the provisions of Section 136 of the Companies Act 2013 thefinancial statements of the subsidiary are kept for inspection of the Shareholders at theCorporate Office of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A) Changes in Directors

The current policy is an appropriate mix of Executive and Non-executive Directors tomaintain the independence of the Board and separate its function of governance andmanagement. On March 31 2018 the Board consists of 8 members four of whom are ExecutiveDirectors and 4 are Non-executive Directors.

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 Shri Aditya RDhoot Managing Director retires by rotation at the ensuing AGM and being eligibleoffers himself for re-appointment.

Shri P Uma Shankar Independent Director of the Company resigned for personal reasonsfrom the Board with effect from November 9 2017.

B) Changes in Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act 2013 following personsare Key Managerial Personnel of the Company:

• Shri Aaditya R Dhoot - Managing Director

• Shri Bakul Desai - Chief Financial Officer and

• Ms. Priya Shah - Company Secretary

There has been no change in the Key Managerial Personnel during the year.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee Members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee Meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of theIndividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and NonExecutiveDirectors. The same was discussed at the Board Meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andIndividual Directors was also discussed. Performance evaluation of Independent Directorswas done by the entire Board excluding the Independent Director being evaluated.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY:

All the Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

FAMILIARIZATION PROGRAMME:

The Familiarization Programme for Independent Directors aims to provide them anopportunity to familiarize with the Company its Management and its operations so as togain a clear understanding of their roles rights and responsibilities and contributesignificantly towards the growth of the Company. They have full opportunity to interactwith Senior Management Personnel and are provided all the documents required and sought bythem for enabling them to have a good understanding of the Company its business model andvarious operations and the industry of which it is a part.

The policy undertaken by the Company in this respect has been disclosed on the websiteof the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY

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.

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 inCorporate Governance report.

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.

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.

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.

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.

AUDITORS:

a) Statutory Auditors:

On the basis of recommendation of Audit Committee the Board of Directors the Companyhad appointed M/s. V.S. Somani & Co. having Firm Registration no.117589W as theStatutory Auditors of the Company who holds the office for a period of 5 consecutive yearsfrom the conclusion of 55th Annual General Meeting till the conclusion of 60th AnnualGeneral Meeting of the Company to be held in 2022 subject to the annual ratification bymembers at every Annual General Meeting on such remuneration as decided by Board ofDirectors . However in terms of Section 40 of the Companies (Amendment) Act 2017notified on May 07 2018 the requirement of annual ratification of appointment ofStatutory Auditors by Members at every Annual General Meeting has been omitted andaccordingly Members approval is not required for ratification of their appointmentannually.

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 year2017-18 and issue Secretarial Audit Report. The Secretarial Audit Report for the financialyear ended March 31 2018 is appended as Annexure B to this Report.

Further M/s. Dhirendra Maurya & Associates were also appointed to undertake theSecretarial Audit of the Company for the financial year 2018-19 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 20 2017 appointed M/s. Bathiya &Associates LLP Chartered Accountants as the Internal Auditors of the Company for theFinancial year 2017-18.

Further M/s. Batliboi & Purohit Chartered Accountants were appointed toundertake the Internal Audit of the Company for the financial year 2018-19 and issueInternal Audit Report 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 2018-19 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.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 to thisreport.

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.

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.

SHARE CAPITAL & LISTING OF SECURITIES:

During the year Company in its Board Meeting held on February 13 2018 has proposed toissue Convertible Warrants on Preferential basis to Promoter/ Promoter Group throughpostal ballot. The same is in process.

Further 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 Companyunder any scheme;

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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on Management Discussion and Analysis which includes details on the state ofaffairs of the Company as required under the Regulation 34(2) (e) of SEBI (ListingObligations Disclosure Requirements) Regulations 2015 forms part of the Boards' Report.

CORPORATE GOVERNANCE:

Report on Corporate Governance duly approved by the Board of Directors in accordancewith Listing Regulations along with a certificate from the Statutory Auditors confirmingthe compliance is given separately in this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under section 134(3)(c) read with Section 134(5) of the Companies Act2013 your Directors hereby state and confirm that:

a) in the preparation of the annual accounts for the financial year ended on March 312018 the applicable accounting standards have been followed and that there are nomaterial 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 312018 and of the profit and loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively during the financial year endedMarch 31 2018; and

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively during thefinancial year ended March 31 2018.

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 sub-section

(1) of section 188 of the Companies Act 2013 including transactions entered at arm'slength under third proviso in prescribed Form No. AOC -2 is appended as Annexure F tothe Board's Report.

PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED:

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.

RISK MANAGEMENT:

Business risks exist for any enterprise having national and international exposure.Your Company also faces some such risks the key ones being - a longer than anticipateddelay in economic revival unfavorable exchange rate fluctuations emergence ofinflationary conditions rise in counterfeits and look-alikes and any unexpected changesin regulatory framework.

The Company is well aware of these risks and challenges and has put in place mechanismsto ensure that they are managed and mitigated with adequate timely actions.

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.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has formed a Committee and framed a Policy on "Prevention of SexualHarassment of Women at Work Place" and matters connected therewith or incidentalthereto covering all the aspects as contained under the 'The Sexual Harassment of Women atWork Place (Prohibition Prevention and Redressal) Act 2013'.Your Directors state thatduring the year under review no cases were filed pursuant to the Sexual Harassment ofWomen at Work Place (Prevention Prohibition and Redressal) Act 2013".

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 payment of remuneration or commission to Managing Director or JointManaging Director of the Company from any of its subsidiaries as the Company does not haveany Joint Venture/Associate Company.

c) Voting rights which are not directly exercised by the employees in respect of sharesfor the subscription/purchase of which loan was given by the Company (as there is noscheme pursuant to which such persons can beneficially hold shares as envisaged undersection 67(3)(c) of the Companies Act 2013).

d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS:

Your Directors are thankful to the Vendors Customers Bankers Business PartnersCentral and State Governments together with their departments and the local authoritiesEmployees for their valuable support and co-operation. The Directors also wish to expresstheir gratitude to investors for the faith that they continue to repose in the Company.

By Order of the Board
For IMP Powers Limited
Sd/-
Ramniwas R7 Dhoot
Date: August 13 2018 Chairman
Place: Mumbai (DIN: 00210094)