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Transformers & Rectifiers India Ltd.

BSE: 532928 Sector: Engineering
NSE: TRIL ISIN Code: INE763I01026
BSE 00:00 | 22 Oct 27.85 -0.85
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NSE 00:00 | 22 Oct 27.90 -0.85
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OPEN 28.70
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VOLUME 17250
52-Week high 37.25
52-Week low 8.55
P/E 30.94
Mkt Cap.(Rs cr) 369
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.70
CLOSE 28.70
VOLUME 17250
52-Week high 37.25
52-Week low 8.55
P/E 30.94
Mkt Cap.(Rs cr) 369
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Transformers & Rectifiers India Ltd. (TRIL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 27thAnnual Report on thebusiness and operations together with the Audited accounts for the financial year ended 31stMarch 2021. The performance of the Company for the financial year ended on 31stMarch 2021 is summarised below:

Financial Highlight (Rs. in Lakhs)

Particulars

Standalone

Consolidated

2020-2021 2019-2020 2020-2021 2019-2020
Revenue from Operations 72686 68306 74208 70095
Other Income 982 1696 960 1585
Total Revenue 73668 70002 75168 71680
Cost of Raw Materials Consumed (includes decrease/(increase) in stock 54774 51559 54150 50942
Employee Benefits Expenses 2602 2978 2844 3236
Finance Costs 4492 4446 4621 4577
Depreciation and Amortization 1767 1793 1934 1959
Other Expenses 8959 9155 10366 10782
Total Expenses 72594 69931 73916 71496
Share in Profit of Joint Venture - - (2) 2
Profit/(Loss) before tax 1074 71 1251 186
Tax Expense 379 17 488 81
Net Profit/(Loss) after tax 695 54 763 105
Other Comprehensive Income/(Expenses) 6 17 6 18
Total Comprehensive Income for the year 701 71 769 123

Dividend

The Board of Directors had recommended Final Dividend @10% i.e. Rs. 0.10/- per equityshare of Rs. 1 each for the financial year 2020-21 subject to approval of shareholders at27th AnnualGeneral Meeting.(Previous year - Nil).

Review of Operations

For the financial year ended 31st March 2021 your Company has reportedstandalone total revenue of Rs. 73668 Lakhs and net Profit of Rs. 695 Lakhsas compared toprevious year's total revenue of Rs. 70002 Lakhs and net profit of Rs. 54 Lakhs.

For the financial year ended 31st March 2021 your Company has reportedConsolidated total revenue of Rs. 75168 Lakhs and net Profit of Rs. 763 Lakhs as comparedto previous year's total revenue of Rs. 71680 Lakhs and net Profit of Rs. 105 Lakhs.

Share Capital

The Paid up Equity Share Capital as at 31st March 2021 stood at Rs. 1326lakhs.

Material impact of COVID-19 pandemic

Impact on Business:

The outbreak of COVID-19 pandemic globally and in India is causing significantdisturbance and slow down of economic activity COVID 19 has caused interruption inproduction supply chain disruption unavailability of personnel etc. during 2020-21 andthereafter.

The management of the Company has exercised due care in concluding significantaccounting judgments and estimates in preparation of the financial results. In assessingthe recoverability of Trade receivables the Company has considered subsequent recoveriespast trends credit risk profiles of the customers and internal and external informationavailable up to the date of issuance of these financial results. In assessing therecoverability of inventories the Company has considered the latest selling pricescustomer orders on hand and margins.

Based on the above assessment the Company was of the view that the carrying amounts ofTrade receivables and inventories were expected to be realisable to the extent shown inthe financial results. The Company is continue to closely monitor the development.

Production activities were at ramp stage from June 2020 with little disturbance howeverall proactive majors have been taken care for the safety of employees.

Employee Related:

Safety and health of our employees is of paramount importance for us. We always stayeda step ahead to ensure the well-being of our employees. And this is reflected by countlessinitiatives that the company has taken in past few months to ensure that our employees getall the support in this time of need.

COVID 19 wave too impacted the country in a very serious way and it did not spare ourcompany too. Our company employees were impacted by the COVID wave too. But we addressedthe issues very holistically and we extended each and every factor of the support. We didhospital tie-ups for routine check up of the employees at our premises almost everyfortnight. We launched vaccination drives at all our locations for the employees.

We formed an employee resource group which worked continuously 24/7 to support anyemployee on bed oxygen test for COVID. And this was a very selfless driven growth whichsupported all the needs we had. To take care of the family members who were impacted bythe COVID we launched a caregiver relief where employee can take 14 working days of leaveto support their family members if they are impacted by COVID. And this leave was tosupport the family over and above the current leave policy.

MVA Production

During the financial year 2020-21 Your Company has manufactured 16369 MVA out ofwhich Changodar unit produced 5213 MVA Moraiya unit produced 10729 MVA & Odhav unitproduced 427 MVA against the last year's total production of 18737 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.

Order Book

As on 30th June 2021 the Company has Order Book position of Rs. 105727Lakhs. The table below indicates the division of our order book between our businesssegments: (Rs. in Lakhs)

Type of Transformers Order Book %
Power transformer 82491 78
Orders For Spares 2820 3
Reactors 8607 8
Distribution Transformer 2355 2
Furnace transformer 2721 3
Rectifier transformer 6733 6
Total 105727 100

Exports

During the financial year the Company has achieved export sales of Rs. 9825 Lakhs.

Fixed Deposit

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.

Achievements:

v Green shunt reactor

• During the financial year your Company has successfully manufactured and testedworld's first 420 kV natural ester fluid filled eco-friendly green shunt reactor if itskind

v First lot Order Tested from Foreign Country

• During the financial year your Company has successfully manufactured and testedfirst lot of earthing and power transformers of various capacities for Foreign CountryUtility.

v Order from Neighbor Country

• During the financial year your Company has received prestigious single orderfrom Neighbor Country Electricity Authority for 400 kV multiple units of variouscapacities

v Order from Utilities

• During the financial year your Company has received prestigious single orderfrom one of the Central Utility to supply 21 numbers of 125 MVAr 420 kV shunt reactors.

v 160MVA Short circuit test

• During the financial year your Company Successful dynamic short circuit testwas conducted for 20 MVA 50 MVA and 160 MVA transformers in first attempt.

v Testing and Certification - Indian Customer

• Central Power Research Institute (CPRI) is an autonomous body set up under aegisof Ministry of Power Government of India and is serving Indian power sector for more than60 years in various areas of applied research Testing and Certification of PowerEquipment and many more. During CPRI annual vendor meet held in December Transformers& Rectifiers India Limited won the prestigious Valued Customer Award in the"Testing and Certification - Indian Customer" category for year 2019-20.

v Two Star Export house

• Your Company has been received status of Two Star Export house fromDirectorate General of Foreign Trade upgrading from one Star Export House.Change ofupgraded Export status is our consistent efforts on supply of quality goods & servicesto various countries in the world.

Subsidiary Companies

As on 31stMarch 2021 your Company has Four (4) 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)and One (1) Joint VentureCompanies T&R Switchgear Private Limited (Formally known as T&R Jingke ElectricalEquipments Private Limited)(60% holding).Further there has been no material change in thenature of business of the subsidiaries.

The Company has begun the process to strike off Vortech Private Limited (Wholly OwnedSubsidiary. Therefore company has filed Form STK-2 for striking off of Vortech PrivateLimited (Wholly Owned Subsidiary) was submitted to Ministry of Corporate Affairs as on 4thMarch 2021.

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 are as under:

Transpares Limited

Transpares Limited (Transpares) is the Subsidiary of the Company. For the financialyear ended achieved sales of Rs. 2470 Lakhs against Rs. 2705 Lakhs during the previousfinancial year 2019-20. Total Profit before tax for the financial year 2020-21 is Rs. 209Lakhs as against the total profit before tax of Rs. 180 Lakhs for the previous financialyear 2019-20.

Profit after Tax (PAT) was Rs. 116 Lakhs during the financial year as against Rs. 135Lakhs for the previous financial year 2019-20.

Transweld Mechanical Engineering Works Limited

Transweld Mechanical Engineering Works Limited ("Transweld") is the whollyowned subsidiary of the Company. For the financial year ended Transweld achieved sales ofRs. 915 Lakhs against Rs. 1148 Lakhs during the previous financial year 2019-20. TotalProfit before tax for the financial year 2020-21 is Rs. 64 Lakhs as against the total lossbefore tax of Rs. 4 Lakhs for the previous financial year 2019-20.

Profit after Tax (PAT) was Rs. 51 Lakhs during the financial year as against the totalloss after tax of Rs. 12 Lakhs for the previous financial year 2019-20.

TARIL Infrastructure Limited

TARIL Infrastructure Limited ("TARIL") is the wholly owned subsidiary of theCompany. For the financial year ended TARIL achieved no sales against Rs. 24 Lakhs duringthe previous financial year 2019-20. Total loss before tax for the financial year 2020-21is Rs. 12 Lakhs as against the total loss before tax of Rs. 22 Lakhs for the previousfinancial year 2019-20.

Loss after Tax (LAT) was Rs. 9 Lakhs during the financial year as against the totalloss after tax of Rs. 22 Lakhs for the previous financial year 2019-20.

Savas Engineering Company Private Limited

Savas Engineering Company Private Limited ("Savas") is the wholly ownedsubsidiary of the Company. For the financial year ended Savas achieved sales of Rs. 1526Lakhs against Rs. 2618 Lakhs during the previous financial year 2019-20. Total loss beforetax for the financial year 2020-21 is Rs. 7 Lakhs as against the total loss before tax ofRs. 22 Lakhs for the previous financial year 2019-20. Loss after Tax (PAT) was Rs. 12Lakhs during the financial year as against loss of Rs. 53 Lakhs for the previous financialyear 2019-20.

Vortech Private Limited

Vortech Private Limited ("Vortech") was the wholly owned subsidiary of theCompany. Total loss before and after tax as on 2nd March 2021 is Rs. 0.07Lakhs as against the total Profit before and after tax of Rs. 20 Lakhs for the previousfinancial year 2019-20.

Joint Venture Company:

T&R Switchgear Private Limited (formerly known as T&R Jingke ElectricalEquipments Private Limited)

T&R Switchgear Private Limited (formerly known as T&R Jingke ElectricalEquipments Private Limited)("T&R Switchgear") is the joint venture Company.For the financial year ended T&R Switchgear achieved sales of Rs. 490 Lakhs againstRs. 808 Lakhs during the previous financial year 2019-20. Total loss before tax thefinancial year 2020-21 is Rs. 26 Lakhs as against the total Profit before tax of Rs. 12.52Lakhs for the previous financial year 2019-20.

Loss after Tax (PAT) was Rs. 29 Lakhs during the financial year as against profit afterTax of Rs. 13 Lakhs for the previous financial year 2019-20.

Directors

The Board of Directors of your Company comprises of Five (5) Directors of which Three(3) are Executive Directors and Two (2) are Non-Executive and Independent Directors as on31st March 2021.

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 atleast 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.

Mr. Sureshchandra Agarwal Independent Director of the Company have resigned w.e.f. 12thFebruary 2021 due to his health issues. The Board appreciates the contribution made byhim since many years as a active member of the Board. Due to this the total numbers ofBoard members were five at the close of the financial year.

Mr. Rajendra Shah (DIN: 00061922) Independent Directors of the Company has beenappointed on the Board w.e.f. 25th May 2021 for the period of 5 yearspursuant to complying with SEBI LODR regarding Independent Director.

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 thestrategy operations and functions of our Company the Executive Directors/ SeniorManagerial Personnel make presentations to the Independent Directors about the Company'sstrategy business model operations service and product offerings markets organizationstructure finance human resources technology quality facilities and risk management.Further the Company has devised a Familiarization Program for Independent Director andsame been placed on the web site of the Company at theLink:http://www.transformerindia.com/download/Details-of-Familiarization-programme%20-%202020-21.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. Ramesh Birajdar has been resigned from the post of Chief Financial Officer of theCompany w.e.f 4th September 2020 and Mr. Arun Kumar Jha was appointed as ChiefFinancial officer w.e.f. 4th September 2020 and due to resignation of Mr. ArunKumar Jha as on 27th November 2020 Mr. Ramesh Birajdar has rejoined as ChiefFinancial Officer of the Company w.e.f. 27th November 2020.

Mr. Jitendra Mamtora Chairman and Whole-time Director Mr. Satyen Mamtora ManagingDirector Mrs. Karuna Mamtora Executive Director Mr. Ramesh Birajdar Chief FinancialOfficer and Mr. Rakesh Kiri Company Secretary of the Company are the Key ManagerialPersonnel 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 2020-21 the Board of Directors met Five (5) times i.e. 30thJune 2020 4th September 2020 14th September 2020 27th November2020 and 12th February 2021. Detailed information on the Board Meetings isincluded in the Corporate Governance Report which forms part of this Annual Report.

The details of number of meetings of Committees held during the financial year 2020-21forms 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 Companyhas following Committees of the Board of Directors:

• Audit Committee

• Stakeholder's Grievances and Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Management Committee

• Transfer 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.

Board Diversity

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 policy on Board Diversity to ensure diversity of experienceknowledge perspectivebackground gender age and culture.

Board Evaluation

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 12thFebruary 2021 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.

Vigil Mechanism

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 2021the 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 31stMarch 2021 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

Insurance

Assets of your Company are adequately insured against various perils.

Corporate Governance

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

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 26th Annual GeneralMeeting held on 30th September 2020 to the issue of Equity Shares by way ofprivate placement to QIB up to an aggregate amount of Rs. 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 Rs. 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 March2021and the date of Director's Report i.e. 10th August 2021.

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.

Annual Return

Draft of Annual Return as on 31st March 2021in Form MGT-7is available onthe 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-4.

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 Act2013 as prescribed in Form AOC - 2 which forms partof this Board of Director's Report as Annexure-5

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.

AUDITORS

Statutory Auditors

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 theconclusion of 28th Annual General Meeting of theCompany. The Company has received theconsent from the Auditors and confirmation to theeffect that they are not disqualified to be appointed as the Auditors of theCompany in theterms of the provisions of the Companies Act2013 and the Rules made thereunder.

Internal Auditor

Manubhai and Shah LLP Chartered Accountants Ahmedabad has beenappointed 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.

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 your Company hadappointed Mr. Tapan Shah Practicing Company Secretary to undertake the Secretarial Auditof the Company for the financial year 2020-21. The Report of the Secretarial Audit Reportfor the financial year 2020-21 is annexed to this Board of Director's Report asAnnexure-6.

Cost Auditor

Your Company has appointed Kushal & Co. Cost Accountants Ahmedabad as CostAuditor of your Company to audit the cost accounts for the financial year 2020-21.

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 2021-22 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 Rs. 35000/- (RupeesThirty Five Thousands only) excluding GST(if applicable) and out of pocket expenses if any.

The Cost Audit report for the financial year 2019-20 was filed within the due date. Thedue date for submission of the Cost Audit Report for the financial year 2020-21 is within180 days from 31st March 2021.

Statutory Auditor's Report

The Statutory Auditors' Report on the accounts of the Company for the accounting yearended 31st March 2021 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.

General

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.

Acknowledgment

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 : 10th August 2021 (DIN : 00139911)

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