VOLTAMP TRANSFORMERS LIMITED
Your Directors have pleasure in presenting the 53rdDirectors Report andAudited Accounts for the Financial Year ended 31st March 2020.
| || ||( in Lakhs) |
|PARTICULARS ||2019-2020 ||2018-2019 |
|Net Sales and Service Income ||85857.58 ||82882.80 |
|Profit before Finance cost and Depreciation ||12235.32 ||12983.67 |
|Finance Cost ||0.46 ||0.49 |
|Depreciation ||899.24 ||715.37 |
|Profit Before Tax ||11335.60 ||12267.81 |
|Current Tax ||2990.48 ||3450.28 |
|Deferred Tax ||(619.57) ||321.98 |
|Income Tax of earlier year ||26.98 ||11.66 |
|Net profit after Tax before comprehensive Income / (loss) ||8937.72 ||8483.89 |
|Other Comprehensive Income / (loss) ||(43.86) ||5.31 |
|Net Profit after Tax ||8893.85 ||8489.20 |
PERFORMANCE REVIEW & IMPACT OF COVID-19:
During the year under review the Company has posted a ever highest sales and servicerevenue of 858.57 crores as compared to 828.82 crore in the previous year in spite ofinspection and despatches got impacted from 20th March 2020 due to impositionof countrywide lockdown.The sales in terms of volume decreased to 10297 MVA as compared to11053 MVA in the previous year. The sales in terms of volume reduced on account of sellingof more numbers of smaller rating transformers in comparison to higher ratingtransformers. In spite of healthy improvement inoperating profit the profit before tax(PBT) decreased to investment. As per IND AS 109 Financial Instruments the investmentofthe Company are valued at market prices and the difference between the cost and marketvalue of the investments area113.35 crores as compared to 122.67 crores in the previousyear mainly due to mark to market losses of ccounted as part of other income. The break upof the reported figures are arrived as per working given hereunder.
|Particulars ||Quarter ||Quarter ||Quarter ||Year ended ||Year ended |
| ||ended 31st March 2020 ||ended 31st December 2019 ||ended 31st March 2019 || |
31st March 2020
31st March 2019
|Other Income (A) ||(1458.58) ||1257.22 ||1347.14 ||1456.23 ||3624.87 |
|Adjustment for fair value of investments ||(1993.15) ||524.53 ||649.68 ||(984.13) ||1580.93 |
|(Marked to Market price) (B) || || || || || |
|Other income after adjustment (A-B) ||534.57 ||732.69 ||697.46 ||2440.36 ||2043.94 |
Profit After Tax (PAT) increased to 88.93 crores as compared to 84.89 crores in theprevious year.
In March 2020 the World Health Organization declared COVID-19 outbreak to be apandemic and consequent to this the Gujarat Government had imposed curfew from 23rd March2020 before countrywide lockdown announcement from 25th March 2020. So Companys operations came to standstill since 23rd March 2020. All the manufacturingunits of the Company and marketing offices were shut down during the lockdown period.Partial opening of factories operations were permitted from last week of April 2020 butno worthwhile production activities could commencetill 31st May 2020. Allsafety protocols related to COVID-19 as advised by the Government are being strictlyadhered toand Company has enabled working from home option social distance measuressanitization and thermal screening of employees and all defensive actions as a part ofdaily functioning of factory offices/ operations. The Company has adopted whereverfeasible work from home policy during the lockdown period for limited functions. Duringthe lockdown period the Company accorded paramount priority to employee health and safetyand ensured that its commitment towards payment to the vendors and work force are dulymet.
Focused efforts are made on cash conservation cost reductions and tightly controllinginventory and receivables levels. It is difficult at this stage to assess the impact ofCovid-19 on the revenue and profitability of FY:2020- 2021. However the Company anticipateits net sales and profitability to contract during the first half of FY:2020-21 with suboptimal level of operations.
The financial year 2020-2021 started with an order backlog of 388.32 crores (5797 MVA).
The Company has initiated action to revisit all pending orders by obtaining freshconfirmation fromcustomers about their preparedness to accept delivery and releasepayments as per the agreed delivery schedule.
Currently there is uncertainty on pace of recovery but management is making sure thatOrganization remains fully energized during the period and ready to bounce back on thenext opportunity.
For detailed analysis of the performance please refer to the Management Discussion andAnalysis section of the Annual Report given in Annexure-IV.
The Board of Directors in its meeting held on 11th May 2020 declared aninterim dividend of 25 per equity share of face value of 10 each for FY 2019-20 to all theshareholders whose name appeared on the register of members as on19th May 2020being the record date fixed for this purpose. The interim dividend had been declared andpaid.
AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES :
Directors do not propose to transfer any amount to reserves.
The Board of Directors of the Company at its meeting held on 11th May 2020have considered and approved a Scheme of Amalgamation (the Scheme) between the VoltampTransformers Limited (VTL or Company) and Kunjal Investments Private Limited (KIPL) underSections 230 to 232 read with section 66 and other applicable provisions of the CompaniesAct 2013 (2013 Act).
The Scheme is subject to the receipt of requisite approval from the statutoryauthorities includingSEBI Stock Exchanges the National Company Law Tribunal ReserveBank of India and the respective shareholders and creditors of the Company and KunjalInvestments Pvt. Ltd (KIPL).
The scheme contemplates the amalgamation of KIPL with the Company and the dissolutionwithout winding up of KIPL pursuant thereto. The appointed date for the scheme is 1stJune 2020 or such other date as may be fixed or approved by the National CompanyLaw Tribunal (NCLT) as and when applicable.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is no change in the nature of business during the financial year 2019-20.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year 2019-20 no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and company soperations in future.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Your Company has no Subsidiary/Joint Ventures/Associate Companies.
Your Company has not accepted any deposit during the year and there was no deposit atthe beginning of the year. Therefore Chapter V of the Companies Act 2013 relating toacceptance of deposits is not applicable and hence no detail of the deposit is given inthe report.
During the year under review the Company has neither issued any securities nor hastaken any Corporate Action for cancellation of issued securities hence there is nochange in share capital structure of the Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The unclaimed dividend amount aggregating to 162090 for the financial year ended on31st March 2012 was transferred to the Investor Education and Protection Fundestablished by the Central Government during the financial year ended March 31 2020pursuant to Section 124 of the Companies Act 2013.
DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosure of particulars relating to conservation of energy and technologyabsorption and foreign exchange earnings and outgo as required by Section 134 of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 is given in Annexure -I.
The industrial relations during the year under review have remained cordial andsatisfactory. The Board thanks all the Employees for their valuable contribution to theworking of the Company.
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the names and other particulars of employees and the Disclosurepertaining to remuneration and other details are set out in the Annexure - II to theDirectors Report. However as per the provisions of Section 136(1) of the Companies Act2013 theDirectors Report is being sent to the shareholders without this Annexure.Shareholders interested in obtaining a copyof the Annexure may write to the CompanySecretary at the Company s Registered Office.
In compliance with Regulation 34 of the SEBI (Listing Obligation and DisclosuresRequirement) Regulations 2015 a separate report on Corporate Governance is given inAnnexure III along with certificate from M/s. CNK & Associates LLP CharteredAccountant (FRN : 101961W) confirming compliance with the requirement of CorporateGovernance.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is given in Annexure - IV.
At the 50th Annual General Meeting held on 12th August 2017M/s. CNK & Associates LLP Chartered Accountant (FRN: 101961W) were appointed asStatutory Auditors of the Company to hold the office till the conclusion of the AnnualGeneral Meeting to be held in the year 2022 subject to ratification by the shareholderseveryyear if so required under law. Pursuant to the recent amendment to Section 139 ofthe Act effective 7th May 2018 ratification by Shareholders every year forthe appointment of the Statutory Auditors is no longer required and accordingly the Noticeof ensuing Annual General Meeting does not include the proposal for seeking Shareholdersapproval for ratification of Statutory Auditors appointment.
Powers and role of the Audit Committee are included in Corporate Governance Report.
Pursuant to provisions of section 148 of the Companies Act 2013 and the Companies(Audit & Auditors) Rules 2014 the Board on the recommendation of the AuditCommittee has approved the appointment of M/s. Y. S.Thakar & Co. Cost Accountants asthe Cost Auditors and remuneration payable to them to conduct the audit of the costrecords of the Company for the financial year ending March 31 2021. The Company hasreceived a letter from M/s. Y. S. Thakar & Co. Cost Accountant Vadodara showingtheir willingness to be appointed as a cost Auditors stating that they are notdisqualified under section 148(2) read with section 141(3) of the Companies Act 2013.
The Board of Directors of the Company has appointed M/s. J. J. Gandhi & CompanyPracticing CompanySecretaries Vadodara to conduct the Secretarial Audit pursuant tosection 204 of the Companies Act 2013 and the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 and their report viz. SecretarialAudit Report inForm MR-3 is appended to this Report as Annexure V.
STATUTORY AUDITORS' REPORT & SECRETARIAL AUDITORS' REPORT:
Neither the Statutory Auditor nor the Secretarial auditor of the Company in theirrespective reports have made any qualifications reservations or adverse remarks.
RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks in achieving key objectives of the Company. The Company has developed andimplemented Risk Management Policy of the Company to identify & evaluate businessrisks and opportunities. This framework seeks to create transparency minimize adverseimpact on the business objectives and enhance the Company s competitive advantage.
The internal control systems are commensurate with the nature size and complexity ofthe business of the Company. These are routinely tested and certified by Statutory as wellas Internal Auditors.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of the Company at their meeting held on 14th August2019 have appointed Shri Vallabh N. Madhani as a Whole Time Director & CFO of theCompany for the period from 14.08.2019 to 31.03.2022.Appropriate resolution for theappointment of Shri Vallabh N. Madhani as a Whole Time Director & CFO of the Companyis being placed for the approval of shareholders of the Company at this AGM. The briefresume and other related information has been detailed in the Notice convening 53rd AGMof the Company.
The tenure of appointment of Shri Kanubhai S. Patel as a Chairman and Managing Directorof the Company has expired on 10.02.2020 he has been reappointed as a Chairman andManaging Director liable to retire by rotation for a further period of five (5) yearsw.e.f. 11.02.2020 to 10.02.2025 by the Board of Directors at their meeting held on 10thFebruary 2020 subject to approval of the shareholders. The brief resume and otherrelated information has been detailed in the Notice convening 53rd AGM of theCompany.
The Board of Directors of the Company at their meeting held on 10th February2020 have reappointed Shri Hemantbhai P. Shaparia as an Independent Director of theCompany for tenure of further 5 years from 18.03.2020to 17.03.2025. Appropriate resolutionfor the reappointment of Shri Hemant P Shaparia as an Independent Director ofthe Companyis being placed for the approval of shareholders of the Company at this AGM. The briefresume and otherrelated information has been detailed in the Notice convening 53rd AGMof the Company.
During the year there is no other change in Key Managerial Personnel of the Company.
RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:
Shri Kunjalbhai L. Patel Vice Chairman and Managing Director of the Company is liableto retire byrotation at this 53rd AGM pursuant to section 152 and otherapplicable provisions if any of the Companies Act 2013 read with Companies(Appointment and Qualification of Directors) Rule 2014 (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force) and beingeligible has offered himself for re-appointment. Appropriate resolution for hisreappointment is being placed for the approval of shareholders of the Company at this AGM.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors make the following statements in terms of Section 134(3) (c) of theCompanies Act 2013:
(a) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures; (b) thatthe Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairsof the company at the end of the financial year and of theprofit and loss of the company for that period; (c) proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) annual accounts have been prepared on a going concernbasis; (e) internal financial controls to be followed by the company have been laid downand that such internal financial controls are adequate and are operating effectively. and(f) proper systems to ensure compliance with the provisions of all applicable laws are inplace and thatsuch systems are adequate and operating effectively.
The Independent Directors hold office for a fixed term and are not liable to retire byrotation.
Each Independent Director has given written declaration to the Company confirming thathe/she meets the criteria of independence as mentioned under Section 149(6) of the Act andregulation 16(1)(b) of the Listing Obligations and Disclosures Requirements Regulations2015. The Independent Directors have also submitted a declaration that they are not awareof any circumstance or situation which exist or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence pursuant to Regulation 25 of the ListingObligations and Disclosures Requirements Regulations 2015.
NUMBER OF MEETINGS OF THE BOARD:
The Company has complied with the provisions for holding Board Meetings and the gapbetween any twomeetings did not exceed 120 days. During the financial year under reviewfour Board Meetings were held viz. on29th May 2019 14th August2019 11thNovember 2019 and 10th February 2020.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Policy of the Company on Directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure - VI tothis Report. The Policy has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/nomination_remuneration_policy.pdf)
ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of Board including theindividual Directors are based on certain key measures viz. Attendance of Board Meetingsand the Committee Meetings qualitative contributionin deliberations on agenda items longterm view in the inputs regarding development and sustainability of the Company andconsideration of shareholders and other stakeholders interests.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Boardof Directors. A member of the Board does not participate in the discussion ofhis / her evaluation. The Board of Directors has expressed their satisfaction to theevaluation process.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no loans guarantees or investments falling under section 186 of theCompanies Act 2013.Investments not falling under purview of this and made by the Companyare given in the Notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED UNDER SECTION188(1):
There are no contracts or arrangements entered into with related parties exceptpayment of managerial remuneration to MDs and Whole-time Directors. Further the policy onRelated Party Transactions duly approved by theBoard of Directors of the Company has beenposted on the website of the Company. (http://www.voltamptransformers.com/pdf/related_party_transactions_policy.pdf).
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Committee was constituted by the Board ofDirectors pursuant to Section 135 of the Companies Act 2013 and CSR policy has also beenframed by the Board as per the said Section and the Rules made thereunder. The Policy onCSR has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/corporate_social_responsibility_policy.pdf).
The details about initiatives taken by the Company on Corporate Social Responsibilityduring the year is appended at
Annexure - VII of the report.
EXTRACT OF ANNUAL RETURN:
Extract of Annual Return in Form MGT-9 as on 31.03.2020 is appended to this Report asAnnexure VIII.
In compliance with section 134(3)(a) of the Act Annual Return of the Company can beaccessed at http:// www.voltamptransformers.com.
WHISTLE BLOWER POLICY:
The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directorspursuant to Section 177 of the Companies Act 2013 and the Rules made thereunder to reportgenuine concerns of Directors and Employees. The Policy has been posted on the website ofthe Company (http://www.voltamptransformers.com/pdf/ whistle_blower_policy.pdf).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. During the year under review no complaintswerereported to the Board.
BUSINESS RESPONSIBILITY REPORT:
As stipulated under the requirement of the clause f of sub regulation (2) of Regulation34 of SEBI (LODR) the Business Responsibility Report describing the initiatives taken bythe Company from an environmental social and governance perspective is attached in theformat prescribed as Annexure IX and forms integral part of the Annual Report.
APPRECIATION AND ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the continued support& co-operation by Banks Govt. Authorities Vendors Customers & otherStakeholders.
The Board also expresses its appreciation towards the contribution made by all theEmployees of theCompany.
Place : Vadodara Date : June 10 2020
FOR AND ON BEHALF OF THE BOARD
KANUBHAI S. PATEL CHAIRMAN & MANAGING DIRECTOR