Your Directors have pleasure in presenting the 52nd Directors' Report andAudited Accounts for the Financial Year ended March 312019.
| || ||(र in Lakhs) |
|PARTICULARS ||2018-2019 ||2017-2018 |
|Net Sales and Service Income ||82882.80 ||65141.85 |
|Profit before Finance cost and Depreciation ||12983.67 ||10613.95 |
|Finance Cost ||0.49 ||0.05 |
|Depreciation ||715.37 ||599.50 |
|Profit Before Tax ||12267.81 ||10014.40 |
|Current Tax ||3461.94 ||2610.67 |
|Deferred Tax ||321.98 ||55.36 |
|Net profit after Tax before comprehensive loss ||8483.89 ||7348.37 |
|Other Comprehensive Loss ||5.31 ||(10.94) |
|Net Profit after Tax ||8489.20 ||7337.43 |
During the year under review the Company posted a ever highest net sales and servicerevenue of' 828.82 crores as compared to र651.41 crores in the previous year a growthof 27 percent. The sales in terms of volume increased to 11063 MVA as compared to 9180 MVAin the previous year reflecting stability of operations in uncertain market situation.The Profit Before Tax (PBT) grew substantially to र122.67 crores as compared toर100.14 crores in the previous year and Profit After Tax (PAT) increased to र84.89crores as compared to र73.37 crores in the previous year. Consequently the earning pershare for the year stood at र83.86 per share as compare to र72.63 per share inprevious year.
The operating performance for the year under review was in line with the Company'sbusiness plan to improve volume. The Company's dependence on TRANSCOs (erstwhile SEBs)business during the year has come down drastically. The Company continue to focus itseffort to chase business which add to bottom line and ensure cash flow.
During the year the Company's dedicated efforts towards timely collection ofreceivables has resulted in better liquidity position. The Company's efforts continued tohave timely realization of receivables which remain a daunting task.
The financial year 2019-2020 started with a healthy order backlog of र381.86 crores(5368 MVA). Enquiry level from relatively smaller size /value projects and infra sectorcompanies are at encouraging levels but orderfinalization during the national electiontime got slow down and likely to resume from July 2019 onwards.
The Company intend to increase business volume during the current year. However pricelevel in utilities (TRANSCOs) business continued to be at lower level with low entrybarriers and players continuously engaged in aggressive and unviable pricing. Overallpricing pressure continue in Industry.
For detailed analysis of the performance please refer to the Management Discussion andAnalysis section of the Annual Report given in Annexure-IV.
Your Directors take pleasure in recommending payment of dividend @ 150% (i.e. र15 pershare). In addition the Directors also recommended payment of one time special dividend@75% (i.e. र7.5 per share) to commemorate achievement of all time high net sales in thehistory of the Company during F.Y. 2018-19. With that total dividend recommended is 225 %i.e. र22.50 per equity share of र10 each for the year ended March 312019.
AMOUNT IF ANY PROPOSED TO TRANSFER TO RESERVES:
The Company has made no transfer to reserves during F.Y. 2018-19.
NEW PRODUCT DEVELOPMENT:
During the year under review the Company has modestly expanded its product basket withsuccessfully manufacture and testing of prototype of RING MAIN UNIT (RMU). It isself-contained unit with protection and controls for reliable power distribution at 11 kvvoltage. Product has been indigenously developed and undergone mandatory tests ataccredited Test Labs of repute. It finds usage in industrial infrastructure and realestate utilities and smart cities sector projects to name few.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There is nochange in the nature of businessduring the financial year 2018-19.
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 2018-19 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 issues 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 र174303 for the financial year endedon 31st March 2011 was transferred to the Investor Education and ProtectionFund established by the Central Government during the financial year ended March 312019pursuant 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 the Directors' Report is being sent to the shareholders without this Annexure.Shareholders interested in obtaining a copy of the Annexure may write to the CompanySecretary at the Company's Registered Office.
In compliance with Regulation 34 of the Listing Regulations a separate report onCorporate Governance is given in Annexure-III along with certificate from M/s. CNK& Associates LLP Chartered Accountant (FRN: 101961W) confirming compliance with therequirement of Corporate Governance.
COMPLIANCE WITH SECRETARIAL STANDARD :
During F.Y. 2018-19 the Company has complied with applicable Secretarial Standardsissued by the Institute of the Company Secretaries of India.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report is given in Annexure-IV.
At the 50th Annual General Meeting held on 12th August 2017 M/s.CNK & Associates LLP Chartered Accountant (FRN: 101961W) were appointed as StatutoryAuditors of the Company to hold the office till the conclusion of the Annual GeneralMeeting to be held in the year 2022 subject to ratification by the shareholders everyyear if so required under law. Pursuant to the recent amendment to Section 139 of the Acteffective May 7 2018 ratification by Shareholders every year for the appointment of theStatutory Auditors is no longer required and accordingly the Notice of ensuing AnnualGeneral Meeting does not include the proposal for seeking Shareholders approval forratification of Statutory Auditors appointment.
The details pertaining to composition of Audit Committee and terms of reference areincluded in the Corporate Governance Report which forms part of this 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 Accountantsas the Cost Auditors and remuneration payable to them to conduct the audit of the costrecords of
the Company for the financial year ending March 312020. The Company has received aletter from M/s. Y. S. Thakar & Co. Cost Accountant Vadodara showing theirwillingness to be appointed as a cost Auditors stating that they are not disqualifiedunder 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 Company Secretaries 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. Secretarial Audit 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:
During the year there is no change in Key Managerial Personnel of the Company.
During the year Shri Vasantlal L. Patel has retired from the office of IndependentDirector of the Company on account of expiry of his second term. The members of the Boardexpressed their gratitude for the valuable services rendered by Shri Vasantlal L. Patel.
The Board of Directors of the Company at their meeting held on 14th August2018 have appointed Shri Ashish S. Patel as an Additional Director (Independent) of theCompany w.e.f. 14th August 2018 to hold his office up to the ensuing AnnualGeneral Meeting pursuant to section 161 (1)of the Companies Act 2013 (the"Act") and the rules made thereunder. In terms of Section 149 and any otherapplicable provisions if any of the Companies Act 2013 Shri Ashish S. Patel isproposed to be appointed as an Independent Director for five (5) consecutive yearseffective from 14th August 2018 to 13th August 2023. Appropriateresolution for the appointment of Shri Ashish S. Patel as an Independent Director of theCompany is being placed for the approval of shareholders of the Company at this AGM. Thebrief resume and other related information has been detailed in the Notice convening 52ndAGMof the Company.
RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:
Shri Kunjalbhai L Patel Vice Chairman and Managing Director of the Company is liableto retire by rotation at this 52nd 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) that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) annual accounts have been prepared on a going concern basis; and
(e) internal financial controls to be followed by the company have been laid down andthat such internal financial controls are adequate and are operating effectively.
(f) proper systems to ensure compliance with the provisions of all applicable laws arein place and that such 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 Regulations. The Independent Directors have alsosubmitted a declaration that they are not aware of any circumstance or situation whichexist or may be reasonably anticipated that could impair or impact their ability todischarge their duties with an objective independent judgment and without any externalinfluence pursuant to Regulation 25 of the Listing Regulations.
NUMBER OF MEETINGS OF THE BOARD:
The Company has complied with the provisions for holding Board Meetings and the gapbetween any two meetings did not exceed 120 days. During the financial year under reviewfour Board Meetings were held viz. on 10th May 2018 14th August2018 01stNovember 2018 and 01stFebruary 2019.
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/nominationremuneration 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 contribution in deliberations on agenda itemslong term 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 Board of 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 TO IN SECTION188(1):
There are no contracts or arrangements entered into with related parties exceptpayment of managerial remuneration to Whole-time Directors (MDs). Further the policy onRelated Party Transactions duly approved by the Board 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 ofDirectorspursuant 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/ ANNUAL RETURN:
Extract of Annual Return in Form MGT-9 as on 31.03.2019 is appended to this Report as AnnexureVIII.
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 complaints werereported to the Board.
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 the Company.
| ||FOR AND ON BEHALF OF THE BOARD |
|Place : Vadodara ||KANUBHAI S. PATEL |
|Date : May 29 2019 ||CHAIRMAN & MANAGING DIRECTOR |