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Tarapur Transformers Ltd.

BSE: 533203 Sector: Engineering
NSE: TARAPUR ISIN Code: INE747K01017
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VOLUME 5235
52-Week high 7.86
52-Week low 3.25
P/E 1.27
Mkt Cap.(Rs cr) 8
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Sell Price 0.00
Sell Qty 0.00
OPEN 4.09
CLOSE 4.00
VOLUME 5235
52-Week high 7.86
52-Week low 3.25
P/E 1.27
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Tarapur Transformers Ltd. (TARAPUR) - Director Report

Company director report

Dear Members

The Directors of your Company have pleasure in presenting 33rdAnnual Reporttogether with the Audited Accounts and Auditors' Report for the year ended 31stMarch 2021.

1. Financial summary or highlights/ Performance of the Company (Standalone):

The financial performance of the Company for the Year ended 31st March 2021is as summarized below: (Rs. In

Lakhs)

Particulars 2020-2021 2019-20
Gross Turnover & Other Income 304.71 1459.48
Profit /(Loss) before Interest Depreciation & Taxation (2544.45) (861.48)
Less - Interest 1.16 1.51
Profit /(Loss) before Depreciation & Taxation (2545.61) (862.99)
Less - Depreciation 118.36 162.40
Profit / (Loss) before Exceptional Items & tax (2663.97) (1025.39)
Less: Exceptional Item - -
Net Profit / (Loss) before Tax (2663.97) (1025.39)
Less- Income tax of earlier years - -
Net Profit / (Loss) for the year (2663.97) (1025.39)
Add/( less) Surplus/ (deficit) brought forward from previous Year (5395.73) (4370.34)
Add/( less) Retain Value Assets - -
Profit available for Appropriations^ Loss) (8059.70) (5395.73)
Appropriations: - -
Balance Carried to Balance Sheet (8059.70) (5395.73)

2. Performance Review:

The Net Turnover of the Company is Rs. 304.71 Lakhand the Company has incurred net lossof Rs. (2663.97) Lakh for the f. y. 2020-21 compared to net loss of Rs. (1025.39) Lakh inthe previous year.

3. Impact of Covid-19 Pandemic And Mitigation Measures Implemented

The outbreak of Coronavirus (COVID-19) pandemic globally and in India has resulted inslow down of economic activities. The Company has evaluated the impact of this pandemic onits business operations during the year ended March 31 2021. The pandemic has materiallyimpacted revenues of the Company for the year ended March 31 2021.

The extent to which the pandemic will impact Company's results will depend on futuredevelopments which are highly uncertain including among things any new informationconcerning the severity of the COVID-19 pandemic and any action to contain its spread ormitigate its impact whether government mandated or elected by the Company. Given theuncertainty over the potential macro-economic condition the impact of global healthpandemic may be different from that estimated as at the approval of these financialstatements and the Company will continue to closely monitor any material changes to futureeconomic conditions. The necessary precautions and safety measures are put in place tomaintain social distancing. The business of the Company is affected and reduced due toCOVID-19 outbreak.

4. Extract of Annual Return: Extract of Annual Return as provided under sub-section (3)of section 92 in Form No. MGT - 9 Annexure las well as on the website of the Companywww.tarapurtransformers.com.

5. Number of meetings of the Board of Directors: During the year 2020-21 7 meetings ofthe Board of Directors are held.

6. Directors* Responsibility Statement: The Directors' Responsibility Statementreferred to in clause (c) of sub-section (3) of Section 134 of the Companies Act 2013shall state that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

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 and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the Directors have laid down 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.

7. fi) Auditors* Report:

As regards Auditors remarks in the Audit report comments of the Board of Directors areas under:-

a) Auditors' Remark:

The Company has sent letters to customers in respect of trade receivables forconfirming balances as at March 31 2021 but in most of the cases the customers have notsent written confirmation confirming the balance outstanding as at March 31 2021. In theabsence of confirmation any provision to be made for adverse variation in the carryingamounts of trade receivable is not quantified.

Boards Comments on the same:

The Board considers all outstanding balance of customers as on 31st March2021 are subject to provision.

b) Auditors' Remark:

The Company has sent balance confirmation letters to parties who are not covered in theregister maintained under section 189 of the Companies Act 2013 but in most of the casesthe company have not received written confirmation confirming the balance outstanding asat March 31 2021. Further in respect of loans granted repayment of the principal amountwas not as stipulated and payment of interest has also not been regular.

Boards Comments on the same:

The Company has received balance confirmation from some of the companies and isvigorously following up with the rest of the borrowers. The company expects to receivebalance confirmation from all the companies to whomsoever advances have been given. Theefforts are made to regularize arrears and recovery against overdue principal andinterest.

c) Auditors' Remark:

The Company has not provided for Interest payable to Canara Bank amounting toRs.1492.07 Lacs for the yearended 31st March 2021. The Company has also not made anyprovision for penal interest claimed by the bank. As a result the profit for the yea rended 31st March 2021 is overstated by Rs. 1492.07 Lacs& current liabilities as at31st March 2021 are also understated by Rs. 1492.07 Lacs and reserves are overstated byRs. 1492.07 Lacs.

Boards Comments on the same:

Based on the Legal advice received by the company it has been decided not to provideany interest on liability of Canara Bank.

d) Auditors' Remark:

The Company has given 22 Interest free unsecured loan of Rs. 154 5.03/- Lacs BoardsComments on the same:

Management represents that due to COVID-19 led economic instability the borrowers aregoing through financial issues and have expressed their inability to pay interest andhence not provided in the books of accounts.

e) Auditors' Remark:

The company has not conducted periodic physical verification of inventory at reasonableintervals. In respect of traded stock at Mumbai Head Office the details of finished goodsstock storage location is not available for our verification.

Board Comments on the same:

Management had properly observed the inventory at regular intervals.

f) The Company is not regular in paying the Statutory dues regarding Service Tax GSTSales Tax Professional Tax Etc.

Board Comments on the same:

The Company had paid the statutory dues though the some of the dues has been delayedbecause of financial position .

(ii) Secretarial Auditors remarks in the Secretarial Audit report Auditors' Remark

Regulation 17 of SEBI (LODR) Regulations 2015 - The provision 17(1)(C) of SEBI (LODR)Regulations 2015 contains that Top 2000 Companies shall have at least 6 Directors on theBoard w.e.f. 1st April 2020. The Company has appointed 2 Additional Directors on theBoard w.e.f. 30th September 2020. Now there are 6 Directors on the Board of the Company.

As regards the Secretarial Auditors remark they are self explanatory in nature.

8. Loan and Investment by Company: Details of Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013 if any are given in thenotes to the Financial Statements.

9. Particulars of contracts or arrangements with related parties: The particulars ofevery contract or arrangements entered into by the Company with related parties referredto in subsection (1) of Section 188 of the Companies Act 2013 including certain armslength transactions under third proviso thereto is given in Form No. AOC -2 Annexure 2.

10. Reserves: In the financial year 2020-21 reserve maintained with the Company is Rs.(1714.85) Lakh while in year 2019-20 reserve was Rs. (949.12) Lakh.

11. Dividend:Your Directors has not recommended any dividend for this financial year.

12. Material changes and commitments if anv. affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report: No such Material changesoccurred subsequent to closure of the financial year of the Company to which the balancesheet relates and the date of the report.

13. Conservation of energy technology absorption and foreign exchange earnings andoutgo: The details of conservation of energy technology absorption foreign exchangeearnings and outgo are as follows:

A. Conservation of energy:

I. the steps taken or impact on conservation of energy: NIL;

II. the steps taken by the company for utilizing alternate sources of energy: NIL;

III. the capital investment on energy conservation equipments: NIL.

B. Technology absorption:

I. the efforts made towards technology absorption: NIL;

II. the benefits derived like product improvement cost reduction product developmentor import substitution: NIL;

III. in case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-

a) the details of technology imported: NIL;

b) the year of import: NIL;

c) whether the technology been fully absorbed: NIL;

d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: NIL; and

e) The expenditure incurred on Research and Development: NIL.

C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of actualinflows during the year and the Foreign Exchange outgo during the year in terms of actualoutflows: Inflow: Nil and Outflow: Nil.

14. Corporate Social Responsibility:

The provisions of Corporate Social Responsibility under section 135 of Companies Act2013 and Companies (Corporate Social Responsibility Policy) Rules 2014 are not applicableon the Company

15. Risk management policy:The Company has been addressing various risks impacting theCompany reviewing the risk management plan and ensuring its effectiveness. The AuditCommittee has additional oversight in the area of financial risks and controls. Majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis. The development and implementation of riskmanagement policy has been covered in the Management Discussion and Analysis report.

16. Change in the nature of business if any:

There is no change in nature of business carried on by the Company.

17. Directors and Key Managerial Personnel:

A) Changes in Directors and Key Managerial Personnel:

During the Financial year 2020-21 followingchanges took place in the composition ofthe Board of Directors.

Mr. Sureshkumar Anandilal Choudhary (DIN : 00494510) and Mr. Anil Mahabir Gupta (DIN :01128035) both appointed as additional director with effect from 30th September 2020 onBoard of the Company.

Mr. Suresh More (DIN: 0687342 5) appointed as Managing Director of the Company for aperiod of 5 (five) years in Board Meeting held on 12th August 2021.

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

In accordance with Regulation 25(8) of SEBI(LODR) Regulations 2015 a declaration hassubmitted by Independent Directors that they meet the criteria of independence as providedin Regulation 16(l)(b) of the SEBI (LODR) Regulations 2015 and sub-section (6) of Section149 of the Companies Act 2013 to the Company.

A separate meeting of Independent Directors was conducted as per Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 on 10th February 2021. All the independent directors were present for themeeting.

The Board is of the view that all the Independent Directors on the Board possessintegrity necessary expertise and experience for performing their functions diligently.

C) Formal Annual Evaluation:

The Board has formulated a code of conduct policy for formal annual evaluation purposewhich has been made by the Board of its own performance and that of its committees andindividual directors.

Policy on Director's Appointment And Remuneration And Other Details: The company'spolicy on directors' appointment and remuneration and other matters provided in section178(3) of the act has been disclosed in the corporate governance report.

18. COMMITTEES OF THE BOARD

The Company has constituted an Audit Committee Nomination and Remuneration Committeeand Stakeholders Relationship Committee as per the provisions of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. A detailednote on the Board and its Committees are provided under the Corporate Governance Sectionin this Annual Report.

All the recommendations made by the Audit Committee were deliberated and accepted bythe Board during theFinancial Year 2020-21. The composition of the Committees as per theapplicable provisions of the Act and Rules are as follows:

Name of the Committee Composition of the Committee
Audit Committee Mr.LalitLaxiramAgarwal (Chairman) Mrs. KirenShrivastava (Member) Mr. Rajendrakumar Choudhary (Member)
Nomination and Remuneration Committee Mr. LalitLaxiramAgarwal (Chairman) Mrs. KirenShrivastava (Member) Mr. Rajendrakumar Choudhary (Member)
Stakeholders Relationship Committee Mr. LalitLaxiramAgarwal (Chairman) Mrs. KirenShrivastava (Member) Mr. Rajendrakumar Choudhary (Member)

Details of establishment of vigil mechanism for directors and employees:

The Whistle blower policy of the Company was formulated and policy is available in thecompany's website www.tarapurtransformers.com.

20. Disclosure under the sexual harassment of women: Your Company is committed toprovide and promote safe and healthy environment to all its employees without anydiscrimination. During the year under review there was no case fi led pursuant to theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.The Company has in place an Anti-Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at Work Place (Preventi on Prohibition and Redressal) Act2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment

21. Managerial Remuneration:

The information required under Section 197 of the Act read with Rule 5(1) of theCompanies and Remuneration of Managerial Personnel) Rules 2014 are given below:

i. The percentage increase in Remuneration of each Director and ratio of theRemuneration of each Director to the median Remuneration of the employees of the Companyfor the financial year: Not applicable. As 100% increase in the remuneration ofRajendrakumar Choudhary (Non-Executive Non-Independent Director) as remuneration given tohim during the year is Rs. 300000/- which was NIL in previous year. Not Applicable forother Directors as remuneration is not paid to any other Director of the Company.

ii. The percentage Increase in remuneration of Chief Financial Officer Chief ExecutiveOfficer Company Secretary or Manager if any in the financial year : Not applicable incase of Chief Financial Officer Chief Executive Officer and Manager of the Company asremuneration is not paid to them. In case of Company Secretary Company has paid Rs.120000/- as remuneration during the year under review who was appointed during the partof the year i.e. on 19th February 2020.

iii. The percentage increase in the median remuneration of employees in the financialyear: (165.62)%

iv. the number of permanent employees on the rolls of company: 7

v. average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NotApplicable as Company has not paid any managerial remuneration.

vi. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of theCompany.

No employee of the Company is falling under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

22. Details of Subsidiary/IV/Associate Companies: The Company has no Subsidiary/ JV/Associate Companies during the year.

23. Deposits:

The Company has not accepted or invited any deposits during the financial year2020-2021.

24. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future:

There are no material changes and commitments affecting the financial position of theCompany

25. Auditors:

Statutory Auditor: M/s. Dalal& Kala Associates Chartered Accountant (firmregistration number 102017W) who has been appointed by the company for periods 5 yearsfrom the financial year 2017-18 to 2021-22 at such remuneration plus service taxout-of-pocket travelling and living expenses etc. as may be mutually agreed between theBoard of Directors and the Auditors.

Secretarial Auditor: According to the provisions of Section 204 of the Companies Act2013 read with Rule 9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Secretarial Audit Report submitted by Secretarial Auditor -M/s.

BhuwneshBansal& Associates (M. No. 6526 CP No. 9089] Company Secretary inPractice is enclosed as a part of this report in Annexure 3.

Internal Auditor:M/s Grandmark & Associates Chartered Accountant Mumbai performsthe duties of Internal Auditors of the Company and their report is reviewed by the AuditCommittee from time to time.

26. Disclosure as to whether the maintenance of cost records as specified bv theCentral Government under sub-section (1) of section 148 of the Companies Act. 2013. isrequired by the Company and accordingly such accounts and records are made and maintained.

Based on the Auditors Report the company has maintained cost records as specified underSection 148(1] of the Act.

27. Brief description of the Company's working during the year: The Company has amanufacturing units at Pali (Wada].

28. Details in respect of internal financial controls with reference to the FinancialStatements: The Company has laid downinternal financial control with reference to thefinancial statement. The details in the respect of internal financial control and theiradequancy are included in Management Discussion and Analysis which forms part of thisreport.

29. Cash Flow Statement

In conformity with the provisions of SEBI (Listing Obligations and DisclosureRequirements] Regulations 2015 and requirements of Companies Act 2013 the Cash flowStatement for the financial year ended 31.03.2021 is annexed here to as a part of theFinancial Statements.

30. Postal Ballot

During the year no postal ballots were held.

31. Share Capital

There was no change in the Authorized and Paid-up Share Capital of the Company duringthe year.

The Authorized Share Capital of the Company is Rs. 250000000/- (Rupees Twenty FiveCrore only] divided into 25000000 (Two Crore and Fifty Lakh ] Equity Shares of Rs. 10/-(Rupee Ten] each.

The Paid-up Share Capital of the Company is Rs. 19 50 00110/- (Rupees Nineteen CroreFifty Lakh One Hundred and Ten only] divided into 19500011 (One Crore Ninety Five Lakhand Eleven] Equity Shares of Rs. 10/- (Rupee Ten] each.

32. Listing with Stock Exchange:

The Company's share are listed on BSE as well as NSE. However the Company is suspendedwith effect from 12th March 2020 due to non-payment of Annual Listing Fees by NationalStock Exchange of India Limited [NSE). The Company has paid all the outstanding andsuspension in trading of equity shares of Company revoked w. e.f. May 06 2021 by NSE.

33. Environment Protection And Pollution Control

The Company has always been socially conscious corporate and has always carriedforward all its operations and procedures for environment friendly norms with allnecessary clearances.

34. Compliance with Secretarial Standards

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meetings and General Meetings.As required in terms ofSecretarial Standard [SS)-4 it is hereby confirmed that there is no corporate insolvencyresolution process initiated under the Insolvency and Bankruptcy Code 2016.

35. State of Company's Affair:

A detailed review of the state of company's affair operations performance and futureoutlook of the Company and its businesses is given in the Management's Discussion andAnalysis Report i.eAnnexure 4 which forms part of this Report.

36. Corporate Governance:

We adhere to the principle of Corporate Governance mandated by the Securities andExchange Board of India (SEBI) and have implemented all the prescribed stipulations. Asrequired by Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed report on Corporate Governance forms part of this Report.The Auditors' Certificate on compliance with Corporate Governance requirements by theCompany is enclosed in Annexure 5 which forms part of this report.

37. Acknowledgement:

Your Directors would like to express their sincere appreciation for the 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 theCompany's executives staff and workers.

On behalf of the Board of Directors

For Tarapur Transformers Limited

Sd/- Suresh More (DIN: 06873425)

Chairman Mumbai

25th August 2021

.