Your Directors have pleasure in presenting the 25th Annual Report on thebusiness and operations together with the Audited accounts for the financial year ended 31stMarch 2019. The performance of the Company for the financial year ended on 31stMarch 2019 is summarised below:
(र: in Lakhs)
|Particulars ||Standalone |
| ||2018-2019 ||2017-2018 |
|Net Revenue from Operations ||83281.97 ||69309.92 |
|Other Income ||1023.06 ||698.26 |
|Total Revenue ||84305.03 ||70008.18 |
|Cost of Raw Materials Consumed (includes decrease/(increase) in stock ||65672.87 ||52680.76 |
|Excise Duty ||- ||815.57 |
|Employee Benefits Expenses ||2981.77 ||3023.34 |
|Finance Costs ||4489.50 ||4344.60 |
|Depreciation and Amortization ||1696.77 ||1470.05 |
|Other Expenses ||8672.24 ||6986.45 |
|Total Expenses ||83513.15 ||69320.77 |
|Profit/(Loss) before exceptional items & tax ||791.88 ||687.41 |
|Exceptional Item ||- ||- |
|Profit/(Loss) before tax ||791.88 ||687.41 |
|Tax Expense ||296.76 ||251.01 |
|Net Profit/(Loss) after tax ||495.12 ||436.40 |
|Other Comprehensive Income/(Expenses) ||19.89 ||(0.46) |
|Total Comprehensive Income for the year ||515.01 ||435.94 |
Your Directors do not recommend any dividend on Share Capital (Previous year - NIL).
Review of Operations
For the financial year ended 31st March 2019 your Company has reportedstandalone total revenue of र: 84305.03 Lakhs and net Profit of र: 495.12 Lakhs as comparedto previous year's total revenue of र: 70008.18 Lakhs and net profit of र: 436.40 Lakhs.
The Paid up Equity Share Capital as at 31st March 2019 stood at र: 1325.64Lakhs.
During the financial year 2018-19 Your Company has manufactured 20451MVA out of whichChangodar unit produced 9442 MVA Moraiya unit produced 10183MVA & Odhav unit produced826 MVA against the last year's total production of 22740 MVA.
Consolidated Financial Statements
The Consolidated Financial Statements of the Company pursuant to Regulation 33 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and prepared inaccordance with the Accounting Standards prescribed by the Institute of CharteredAccountants of India are attached herewith this Annual Report.
As on 30th June 2019 the Company has Order Book position of Rs77508 Lakhs.The table below indicates the division of our order book between our business segments:
(र: in Lakhs)
|Type of Transformers ||Order Book ||% |
|Power transformer ||63411 ||81.80 |
|Orders For Spares ||8568 ||11.10 |
|Reactors ||867 ||1.10 |
|Distribution Transformer ||956 ||1.20 |
|Furnace transformer ||2019 ||2.60 |
|Rectifier transformer ||1687 ||2.20 |
|Total ||77508 ||100.00 |
During the financial year the Company has achieved export sales of Rs5609.70 Lakhs.
The Company has neither accepted nor invited any deposit from public falling withinthe ambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance ofDeposits) Rules 2014.
Particulars of Loans Guarantees and Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statement.
Order from Australia
During the financial year your Company had received prestigious order from AustralianTransmission Utility to supply multiple numbers of 40 MVA Low Noise Eco friendlytransformers.
Export to Australia
During the financial year your Company had manufactured and supplied 220 MVAtransformer to Australian Transmission Utility successfully commissioned at Lily valesubstation in December 2018.
220 kV Short circuit test
During the financial year your Company successful dynamic short circuit test conductedfor 30.24 and 42 MVA single phase 220 kV class track side transformers.
Subsidiary Companies and Joint Venture Company
As on 31st March 2019 your Company has Five (5) Subsidiaries namelyTranspares Limited (51% holding) Transweld Mechanical Engineering Works Limited (WhollyOwned Subsidiary) TARIL Infrastructure Limited (Wholly Owned Subsidiary) SavasEngineering Company Private Limited (Wholly Owned Subsidiary) Vortech Private Limited(Wholly Owned Subsidiary) and One (1) Joint Venture Companies T&R Jingke ElectricalEquipments Private Limited (60% holding).Further there has been no material change in thenature of business of the subsidiaries.
Shareholders interested in obtaining a copy of the audited annual accounts of theSubsidiary Companies may write to the Company Secretary.
In terms of proviso to sub-section (3) of Section 129 of the Companies Act 2013 thesalient features of the financial statement of the subsidiaries is set out in theprescribed form AOC-1 which forms part of this Board of Director's Report as Annexure- 1
The Performance of Subsidiary Companies and Joint Venture Company are as under
Transpares Limited (Transpares) is the Subsidiary of the Company. For the financialyear ended archived sales of र: 3110.61 Lakhs against र: 2657.85 Lakhs during the previousfinancial year 2017-18. Total Profit before tax for the financial year 2018-19 is र: 196.68Lakhs as against the total profit before tax of र: 235.81Lakhs for the previous financialyear 2017-18.
Profit after Tax (PAT) was र: 120.17 Lakhs during the financial year as against र: 184.37Lakhs for the previous financial year 2017-18.
Transweld Mechanical Engineering Works Limited
Transweld Mechanical Engineering Works Limited ("Transweld") is the whollyowned subsidiary of the Company. For the financial year ended Transweld archived sales ofर: 1298.96 Lakhs against र: 1077.70 Lakhs during the previous financial year 2017-18. Totalloss before tax for the financial year 2018-19 is र: 25.81 Lakhs as against the totalprofit before tax of र: 8.63 Lakhs for the previous financial year 2017-18.
Loss after Tax (PAT) was र: 30.83 Lakhs during the financial year as against the totalprofit before tax of र: 3.32 Lakhs for the previous financial year 2017-18.
TARIL Infrastructure Limited
TARIL Infrastructure Limited ("TARIL") is the wholly owned subsidiary of theCompany. For the financial year ended TARIL archived sales of र: 136.76 Lakhs against र:358.92 Lakhs during the previous financial year 2017-18. Total loss before tax for thefinancial year 2018-19 is र: 54.50 Lakhs as against the total profit before tax of र: 3.30Lakhs for the previous financial year 2017-18.
Loss after Tax (LAT) was र: 54.38 Lakhs during the financial year as against the totalprofit before tax of र: 2.02 Lakhs for the previous financial year 2017-18.
Savas Engineering Company Private Limited
Savas Engineering Company Private Limited ("Savas") is the wholly ownedsubsidiary of the Company. For the financial year ended Savas archived sales of र: 2336.77Lakhs against र: 2467.33 Lakhs during the previous financial year 2017-18. Total lossbefore tax for the financial year 2018-19 is र: 73.34 Lakhs as against the total profitbefore tax of र: 161.72 Lakhs for the previous financial year 2017-18.
Loss after Tax (PAT) was र: 57.79 Lakhs during the financial year as against profit of र:47.99 Lakhs for the previous financial year 2017-18.
Vortech Private Limited
Vortech Private Limited ("Vortech") is the wholly owned subsidiary of theCompany. Total loss before tax for the financial year 2018-19 is र: 0.27 Lakhs as againstthe total Loss before tax of र: 22.33 Lakhs for the previous financial year 2017-18.
Loss after Tax (PAT) was र: 0.27 Lakhs during the financial year as against profit of र:22.33 Lakhs for the previous financial year 2017-18.
T&R Jingke Electrical Equipments Private Limited
T&R Jingke Electrical Equipments Private Limited (formerly known as JingkeParthElectrical Equipments Private Limited) ("T&R Jingke") is the joint ventureCompany. For the financial year ended T&R Jingke archived sales of र: 55.34 Lakhsagainst र: 3.47 Lakhs during the previous financial year 2017-18. Total loss before tax forthe financial year 2018-19 is र: 0.20 Lakhs as against the total Loss of र: 47.24 Lakhs forthe previous financial year 2017-18.
Loss after Tax (PAT) was र: 0.20 Lakhs during the financial year as against profit of र:47.24 Lakhs for the previous financial year 2017-18.
The Board of Directors of your Company comprises of Six (6) Directors of which Three(3) are Executive Directors and Three (3) are Non-Executive and Independent Directors ason 31st March 2019.
In terms of the provision of Section 149 of the Companies Act 2013 and Regulation17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aCompany shall have at least one Woman Director on the Board of the Company. Your Companyhas Mrs. Karuna Mamtora as Director on the Board of the Company since its inception whois presently the Executive Director of your Company.
As per the provisions of Section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mrs. Karuna Mamtora being longest in the office shall retireat the ensuing Annual General Meeting and being eligible for re-appointment offersherself for re-appointment.
Details of Director seeking re-appointment as required under the Listing Regulationsare provided in the Notice forming part of this Annual Report. Their re-appointments areappropriate and in the best interest of the Company.
During the year under review Mr. Vinod Masson (DIN: 00059587) has been resigned w.e.f14th April 2018 Mr. Rajendra Shah (DIN: 00061922) and Mr. Harish Rangwala(DIN: 00278062) has been resigned w.e.f 12th September 2018 and Mr. SubirkumarDas (DIN: 02237356) has been appointed as Independent Director w.e.f 14thNovember 2018.
Mr. Bhaskar Sen (DIN: 01776530) and Mr. Sureshchandra Agarwal (DIN: 00889931)Independent Directors of the Company has been reappointed w.e.f. 1st April2019 as their term has been expired as on 31st March 2019.
All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Theterms and conditions of the Independent Directors are incorporated on the website of theCompany www.transformerindia.com
To familiarize the Independent Directors with the strategy operations and functions ofour Company the Executive Directors/ Senior Managerial Personnel make presentations tothe Independent Directors about the Company's strategy business model operationsservice and product offerings markets organization structure finance human resourcestechnology quality facilities and risk management. Further the Company has devised aFamiliarization Program for Independent Director and same been placed on the web site ofthe Company at the Link: http://www.transformerindia.com/download/Details%20of%20Familiarization%20Programme%20-%202018-19.pdf
None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164 (2) of the Companies Act 2013.
Appointments and Resignations of the Key Managerial Personnel
Mr. Jitendra Mamtora Chairman and Whole-time Director Mr. Satyen Mamtora ManagingDirector Mrs. Karunaben Mamtora Executive Director Mr. Devendra Kumar Gupta ChiefFinancial Officer and Mr. Rakesh Kiri Company Secretary of the Company are the KeyManagerial Personnel as per the provisions of the Companies Act 2013
Number of the Meetings of the Board of Directors
Regular Board Meetings are held once in a quarter inter-alia to review the quarterlyresults of the Company.
During the financial year 2018-19 the Board of Directors met Four(4) times i.e. 29thMay 2019 3rd August 2018 14th November 2018 and 13thFebruary 2019. Detailed information on the Board Meetings is included in the CorporateGovernance Report which forms part of this Annual Report.
The details of number of meetings of Committees held during the financial year 2018-19forms part of Corporate Governance Report.
Committees of the Board of Directors
Your Company has several Committees which have been established as part of the bestCorporate Governance practices and are in compliance with the requirements of the relevantprovisions of applicable laws and statutes.
The Company has following Committees of the Board of Directors:
Stakeholder's Grievances and Relationship Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
The details with respect to the compositions powers terms of reference and otherinformation of relevant committees are given in details in the Corporate Governance Reportwhich forms part of this Annual Report.
Corporate Social Responsibility Committee
In Compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has establishedCorporate Social Responsibility (CSR) Committee and statutory disclosures with respect toCSR Committee and an Annual Report on CSR Activities forms part of this Board ofDirector's Report as Annexure-2.
Your Company has over the years been fortunate to have eminent persons from diversefields as Directors on its Board. The Nomination and Remuneration Committee has formalizeda policyon Board Diversity to ensure diversity of experience knowledge perspectivebackground gender age and culture.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 and Regulation25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 astructured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning Composition of the Board and Committees cultureexecution and performance of specific duties obligation and governance.The performanceevaluation of the Independent Directors was completed.
During the financial year under review the Independent Directors met on 13thFebruary 2019 interalia to discuss:
Performance evaluation of Non-Independent Directors and Board of Directors as awhole;
Performance evaluation of the Chairman of the Company;
Evaluation of the quality of flow of information between the Management andBoard for effective performance by the Board.
The Board of Directors expressed their satisfaction with the evaluation process.
Policy on Director's Appointment and Remuneration
The Company has a Nomination and Remuneration Committee. The Committee reviews andrecommend to the Board of Directors about remuneration for Directors and Key ManagerialPersonnel and other employee up to one level below of Key Managerial Personnel. TheCompany does not pay any remuneration to the Non-Executive Directors of the Company otherthan sitting fee for attending the Meetings of the Board of Directors and Committees ofthe Board. Remuneration to Executive Directors is governed under the relevant provisionsof the Act and approvals.
The Company has devised the Nomination and Remuneration Policy for the appointmentre-appointment and remuneration of Directors Key Managerial Personnel and SeniorManagement Personnel. All the appointment re-appointment and remuneration of DirectorsKey Managerial Personnel and Senior Management Personnel are as per the Nomination andRemuneration Policy of the company.
The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company's Code of Conduct.Further the mechanism adopted by the Company encourages the Whistle Blower to reportgenuine concerns or grievances and provide for adequate safe guards against victimizationof Whistle Blower who avails of such mechanism and also provides for direct access to theChairman of the Audit Committee in exceptional cases. The functioning of vigil mechanismis reviewed by the Audit Committee from time to time. None of the Whistle blowers has beendenied access to the Audit Committee of the Board. The Whistle Blower Policy of theCompany is available on the website of the Company www.transformerindia.com.
Risk Management Policy
The Company is aware of the risks associated with the business. It regularly analysesand takes corrective actions for managing/ mitigating the same.
The Company has framed a formal Risk Management Framework for risk assessment and riskminimization which is periodically reviewed to ensure smooth operation and effectivemanagement control. The Audit Committee also reviews the adequacy of the risk managementframework of the Company the key risks associated with the business and measure and stepsin place to minimize the same.
Sexual Harassment of Women at Workplace
The Company has constituted Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the companyhas complied with provisions of the same.
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
Directors' Responsibility Statement
As stipulated in Section 134(3)(c) read with sub section 5 of the Companies Act 2013Directors subscribe to the "Directors' Responsibility Statement" and confirmthat:
a) In preparation of annual accounts for the year ended 31st March 2019the applicable accounting standards have been followed and that no material departureshave been made from the same;
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 or loss of the Company for that year;
c) The Directors had 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) The Directors had prepared the annual accounts for the year ended 31st March2019 on going concern basis.
e) The Directors had laid down the internal financial controls to be followed by theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and
f ) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Assets of your Company are adequately insured against various perils.
The Company endeavors to maximize the wealth of the Shareholders by managing theaffairs of the Company with pre-eminent level of accountability transparency andintegrity.
A separate section on Corporate Governance standards followed by your Company asstipulated under Regulation 27 and 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is enclosed as an annexure to this Report.
A Certificate from Mr. Tapan Shah Practicing Company Secretary conforming complianceto the conditions of Corporate Governance as stipulated under Regulation 27 and 34 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed tothis Report.
Secretarial Standards for the Board of Directors and General Meetings (SS-1 & SS-2)are applicable to the Company. The Company has complied with the provisions of bothSecretarial Standards.
Issue of Equity Shares by way of private placement to QIB
The Company has taken approval from the shareholders in 24th Annual GeneralMeeting held on 28th September 2018 to the issue of Equity Shares by way ofprivate placement to QIB up to an aggregate amount of र: 250 Crores. However the Companyhas not materialized the same. Hence the Board of Directors seeks again shareholders'sapproval to the issue of Equity Shares by way of private placement to QIB up to anaggregate amount of र: 250 Crores as per SEBI regulation.
Management Discussion and Analysis
The Management Discussion and Analysis Report for the financial year under review asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in the separate section forming part of thisAnnual Report.
Material Changes and Commitment affecting Financial Position of the Company
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of financial year as on 31st March2019 and the date of Director's Report i.e. 13th August 2019.
Particular of Employees
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company will be provided upon request. In term of Section136 of the Companies Act 2013 the Report is being sent to all shareholders and othersentitled thereto excluding the aforesaid information and the said particulars areavailable for inspection by the Members at the Registered Office of the Company during thebusiness hours on working days of the Company. The members interested in obtaining suchparticulars may write to the Company Secretary.
The ratio of remuneration of each Director to the median employee's remuneration andother details in terms of sub-section 12 of Section 197 of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are forming part of this Board of Director's Report as Annexure-3.
Extract of Annual Return
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 the extract of the Annual Return as on 31st March 2019 in Form MGT-9forms part of this Board of Director's Report as Annexure-4. Form MGT-9 isavailable in Annual Report on the website of the Company www.transformerindia.com
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Information relating to Conservation of Energy Technology Absorption and ForeignExchange Earning and Outgo required under Section 134 (3) (m) of the Companies Act 2013forms part of this Board of Director's Report as Annexure-5.
Contracts or Arrangements with Related Parties
All the related party transactions that were entered during the financial year were inthe Ordinary course of business of the Company and were on arm's length basis. There wereno materially significant related party transactions entered by the Company with itsPromoters Directors Key Managerial Personnel or other persons which may have potentialconflict with the interest of the Company.
All Related Party transactions are placed before the Audit Committee for approvalwherever applicable. Prior omnibus approval for normal business transactions is alsoobtained from the Audit Committee for the related party transactions which are ofrepetitive nature and accordingly the required disclosures are made to the Committee onquarterly basis in terms of the approval of the Committee.
The policy on Related Party Transactions as approved by the Board of Directors isuploaded on the website of the Company www.transformerindia.com
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 as prescribed in Form AOC - 2 which forms partof this Board of Director's Report as Annexure-6
Internal financial control systems and their adequacy
Your Company has laid down the set of standards processes and structure which enablesto implement internal financial control across the Organization and ensure that the sameare adequate and operating effectively. To maintain the objectivity and independence ofInternal Audit the Internal Auditor reports to the Chairman of the Audit Committee of theBoard.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with the operating systems accountingprocedures and policies of the Company. Based on the report of Internal Auditor theprocess owners undertake the corrective action in their respective areas and therebystrengthen the Control. Significant audit observation and corrective actions thereon arepresented to the Audit Committee of the Board.
The Statutory Auditors K.C. Mehta & Co. (Firm Registration No. 106237W) CharteredAccountants has been appointed to hold the office from the conclusion of this 23rdAnnual General Meeting till the conclusion of 28th Annual General Meeting ofthe Company. The Company has received the consent from the Auditors and confirmation tothe effect that they are not disqualified to be appointed as the Auditors of the Companyin the terms of the provisions of the Companies Act 2013 and the Rules made thereunder.
Manubhai and Shah LLP Chartered Accountants Ahmedabad has been appointed as InternalAuditors of the Company. Internal Auditors are appointed by the Board of Directors of theCompany on a yearly basis based on the recommendation of the Audit Committee. TheInternal Auditor reports their findings on the Internal Audit of the Company to the AuditCommittee on a quarterly basis. The scope of internal audit is approved by the AuditCommittee.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadappointed Mr. Tapan Shah Practicing Company Secretary to undertake the Secretarial Auditof the Company for the financial year 2018-19. The Report of the Secretarial Audit Reportfor the financial year 2018-19 is annexed to this Board of Director's Report as Annexure-7.
Your Company has appointed Kushal & Co. Cost Accountants Ahmedabad as CostAuditor of your Company to audit the cost accounts for the financial year 2019-20.
As per Section 148 read with Companies (Audit and Auditors) Rules 2014 and otherapplicable provisions if any of the Companies Act 2013 the Board of Directors of yourCompany has appointed Kushal & Co. Cost Accountants as the Cost Auditor of your theCompany for the financial year 2019-20 on the recommendations made by the Audit Committeesubject to the approval of the Central Government. The remuneration proposed to be paid tothe Cost Auditors subject to the ratification by the members at the ensuing AnnualGeneral Meeting would be र: 35000/- (Rupees Thirty Five Thousands only) excluding out ofpocket expenses if any.
The Cost Audit report for the financial year 2017-18 was filed within the due date. Thedue date for submission of the Cost Audit Report for the financial year 2018-19 is within180 days from 31st March 2019.
Statutory Auditor's Report
The Statutory Auditors' Report on the accounts of the Company for the accounting yearended 31st March 2019 is self-explanatory and do not call for furtherexplanations or comments that may be treated as adequate compliance of Section 134 of theCompanies Act 2013.
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:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of Equity Shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS.
4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.
5. 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.
Your Directors would like to express their appreciation forthe assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theexecutives staff and workers of the Company.
| ||By Order of the Board of Directors |
| ||Jitendra Mamtora |
|Place : Ahmedabad ||Chairman and Whole-time Director |
|Date : 14th August 2019 ||(DIN : 00139911) |