Dear Members,
The Directors of your Company have pleasure in presenting 35th Annual Report
together with the
Audited Accounts and Auditors Report for the year ended 31st March 2023.
1. Financial summary or highlights/ Performance of the Company (Standalone): The
financial performance of the Company for the Year ended 31st March, 2023 is as summarized
below:
| Particulars |
2022-2023 |
2021-2022 |
| Gross Turnover & Other Income |
420.25 |
1598.95 |
| Profit /(Loss) before Interest, Depreciation & |
(2175.28) |
732.7 |
| Taxation |
|
|
| Less Interest |
27.25 |
6.40 |
| Profit /(Loss) before Depreciation & Taxation |
(2202.53) |
726.3 |
| Less Depreciation |
89.72 |
113.46 |
| Profit / (Loss) before Exceptional Items & tax |
(2292.25) |
612.84 |
| Less: Exceptional Item |
- |
- |
| Net Profit / (Loss) before Tax |
(2292.25) |
612.84 |
| Less Provision for Taxation (Including Deferred |
1.31 |
- |
| Tax) |
|
|
| Net Profit / (Loss) for the year |
(2293.56) |
612.84 |
| Add/( less) Surplus/ (deficit) brought forward |
(7446.86) |
(8059.70) |
| from previous Year |
|
|
| Add/( less) Retain Value Assets |
- |
- |
| Profit available for Appropriations/( Loss) |
(9740.42) |
(7446.86) |
| Appropriations: |
- |
- |
| Balance Carried to Balance Sheet |
(9740.42) |
(7446.86) |
2. Performance Review:
The Net Turnover of the Company is Rs.420.25 Lakhs, and the Company has incurred net
loss of Rs. (2293.56) Lakhs for the F.Y 2022-23 as compared to Profit of Rs. 612.84 in the
F.Y. 2021-22.
3. Annual Return: The Extract of Annual Return of the Company as on 31st
March 2023 in Form MGT-9 in accordance with Section 92(3) of the Act read with the
Companies (Management and Administration) Rules 2014 is available on the website of the
Company www.tarapurtransformers.com.
4. Number of meetings of the Board of Directors: During the year 2022-2023,
11 meetings of the Board of Directors held on 02/04/2022, 05/05/2022, 30/05/2022,
01/07/2022, 21/07/2022, 10/8/2022, 24/08/2022, 01/09/2022, 14/11/2022, 16/01/2023,
07/02/2023.
Independent Directors Meeting held on 3rd March, 2023.
5. Directors Responsibility Statement: The Directors Responsibility
Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies
Act, 2013, shall state that:
a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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; and
e) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
6. Auditors Report:
As regards Auditors remarks in the Audit report, comments of the Board of Directors
are as under:-
a) Auditors Remark:
The company has sent letters to customers in respect of trade receivables for
confirming balances outstanding as at March 31, 2023, but in most of the cases the
customers have not sent written confirmation confirming the balance outstanding as at
March 31, 2023. In the absence of confirmation any provision to be made for adverse
variation in the carrying amounts of trade receivable is not qualified.
Boards Comments on the same:
The Board considers all outstanding balance of customers as on 31st March,
2023, are subject to provision.
b) Auditors Remark:
The company has sent balance confirmation letters to parties who are not covered in the
register maintained under Section 189 of the Companies Act, 2013, but in most of the cases
the company have not received written Confirmation confirming the balance outstanding as
at March 31, 2023. Further, in respect of loans granted, Repayment of the principal amount
was not as stipulated and payment of interest has also not been regular.
Boards Comments on the same:
Company has received balance confirmation from some of the Companies and is vigorously
following up with the rest of the borrowers. Company expects to receive balance
confirmation from all the companies to whomsoever advances have been given. Efforts are
made to regularize arrears and recovery against overdue principal and interest.
c) Auditors Remark:
The Company has not provided for Interest payable to Canara Bank amounting toRs.
2,120.34 Lacs for the year ended 31st March 2023. The Company hasalso not made any
provision for penal interest claimed by the bank. As a result the profit for the year
ended 31st March 2023 is overstated by Rs. 2120.34 Lacs & current liabilities as at
31st March, 2022 are also understated by Rs.2120.34 Lacs and reserves are overstated by
Rs. 2120.34 Lacs.
Boards Comments on the same:
Based on the advice received by the company, it has been decided not to provide any
interest on liability of Canara Bank.
d) Auditors Remark:
The Company has written off debtors of Rs.1436.89 lakhs, loans & Advances of
Rs.1400.84 lakhs and Investments worth Rs.310.17 lakhs
Boards Comments on the same:
The Company has written off those debtors and loans and advances where the chances of
recoverability are very low and the Company has initiated legal action against these
parties. Further, the investments which are not performing and impaired in terms of price
of these investments, have been written off.
e) Auditors Remark:
The company has not conducted periodic physical verification of inventory at reasonable
intervals. In respect of traded stock at Mumbai Head Office, the details of finished goods
stock storage location is not available for our verification.
Board Comments on the same:
Management had properly observed the inventory at regular intervals.
ii) Secretarial Auditor Report:
Secretarial Auditor Report itself is self explanatory in the nature. Attached as an (Annexure-2)
7. Loan and Investment by Company: Particulars of loans, guarantees or
investments covered under the provision of section 186 of the Companies Act 2013, if any,
are given in the notes to the Financial Statement.
8. Particulars of contracts or arrangements with related parties:The
particulars of every contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arms length transactions under third proviso thereto is given in Form No. AOC-2.
(Annexure 1)
9. Reserves: In the financial year 2022-2023 reserve maintained with the
Company is Rs. (3395.57) Lacs while in year 2021-2022, reserve was Rs. (1102.01) Lacs.
10. Dividend: Your Directors did not recommend any dividend for the year under
review in view of losses incurred.
11. Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report: No such Material changes
occurred subsequent to closure of the financial year of the Company to which the balance
sheet relates and the date of the report.
12. Conservation of energy, technology absorption and foreign exchange earnings and
outgo: The details of conservation of energy, technology absorption, foreign exchange
earnings 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 development
or import substitution: NIL;
iii. In case of imported technology (imported during the last three years reckoned from
the 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 reasons
thereof: NIL; and iv. The expenditure incurred on Research and Development: NIL.
C. Foreign exchange earnings and Outgo: The Foreign Exchange earned in terms of
actual inflows during the year and the Foreign Exchange outgo during the year in terms of
actual outflows: Inflow: Nil and Outflow: Rs. Nil.
13. Risk management policy: The Company has addressing the various risks impacting
the company, reviewing the risk management plan and insuring its effectiveness. The Audit
Committee has Additional oversight in the Area of financial risks and controls.Major risks
identified by the businesses and functions are systematically addressed through mitigating
actions on continuous basis. The development and implementation of risk management policy
has been covered in the Management Discussion and Analysis Report.
14. Corporate Social Responsibility: The Provision of Corporate Social
Responsibility under section 135 of Companies Act, 2013 and Companies (Corporate Social
Responsibility Policy) Rules, 2014 are not applicable on the Company.
15. Change in the nature of business, if any: No
16. Directors& Key Managerial Personnel:
A)Changes in Directors and Key Managerial Personnel:
From the Financial year 2022-2023 to till dated, the following changes have occurred in
the constitution of Directors / KMP of the Company:
Mr. Michael Elias Dalmet (DIN: 07240618) was appointed as an Additional Director
(Independent and Non-Executive Director) of the Company w.e.f. 01/01/2022 and has tendered
his resignation on 02/04/2022 and thereafter appointed as an Additional Director
(Independent Non-Executive Director) of the Company w.e.f. 01/07/2022,Further Appointed as
an Independent Director in the 34th Annual General Meeting for a period of 5
years till the 39th Annual General Meeting, not liable to retire by rotation
Ms. Reena Omprakash Trivedi (DIN: 09523630) appointed as an Additional Director
(Independent Non-Executive Director)of the Company w.e.f. 21/07/2022, further Appointment
as Independent Director of in the 34th Annual General Meeting thereafter resigned from
post of Independent Director as on 17/07/2023.
Mr. Rajendrakumar Anandilal Choudhary (Non-Executive Non-Independent Director) (DIN:
00494553) Resigned from the board w.e.f 05/01/2023
Ms. Tabassum Azim Shaikh (DIN:10121067) Appointed as an Additional (Non-Executive Non
Independent Director) w.e.f 20/04/2023 and thenafter she resigned from the board w.e.f.
17/07/2023 and proposed her Appointment in upcoming AGM.
Mrs. Meenakshi Chimata (DIN: 02584425) Appointed as Additional (Non-Executive
Independent Director)w.e.f.17/07/2023.
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 has
submitted by Independent Directors that they meet the criteria of independence as provided
in Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and sub-section (6) of Section
149 of the Companies Act, 2013 to the company.
A separate meeting of Independent Directors was conducted as per Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 on 03rd March, 2023. All the independent directors were present for the
meeting.
C)Formal Annual Evaluation:
The Board has formulated a code of conduct policy for formal annual evaluation purpose
which has been made by the Board of its own performance and that of its committees and
individual directors.
Policy on Directors Appointment, Remuneration & Other Details: The Companys
Policy on directors appointment and remuneration and other matters provided in section
178(3) of the act has been disclosed in the corporate governance report.
17. Comittees of the Board:
The Company has constituted an Audit Committee, Nomination & Remuneration Committee
and Stakeholder Relationship Committee As per provision of companies act and SEBI (Listing
Obligation and Disclosure Requirement), Regulation 2015.A Detailed note on the board and
Its Committees are provided under the corporate Governance section in this Annual Report.
All the recommendation made by the Audit Committee were deliberated and accepted by the
board of during the financial year 2022-2023.The Composition of Committees, as per
applicable provision of the Act and Rules, are as follows as on 31/03/2023.
| Name of the Committee |
Composition of the Committees |
| Audit Committee |
1.Mr.Anil Mahabir Gupta(Chairperson) |
|
2.Mr.Rajendrakumar Anandilal Choudhary |
|
(Member) (Resigned w.e.f 05/01/2023) |
|
3. Ms. Reena Omprakash Trivedi (Member) |
|
4.Mr.Michael Elias Dalmet (Member) |
|
(Appointed w.e.f 16/01/2023) |
| Nomination& Remuneration Committee |
1. Mr. Anil Mahabir Gupta(Chairperson) |
|
2. Mr. Rajendrakumar Anandilal Choudhary |
|
(Member) (Resigned w.e.f 05/01/2023 |
|
3. Ms. Reena Omprakash Trivedi (Member) |
|
4. Mr. Michael Elias Dalmet (Member) |
|
(Appointed w.e.f 16/01/2023) |
| Stakeholder Relationship Committee |
1.Mr. Anil Mahabir Gupta(Chairperson) |
|
2.Mr. Rajendrakumar Anandilal Choudhary |
|
(Member) (Resigned w.e.f 05/01/2023) |
|
3.Ms. Reena Omprakash Trivedi (Member) |
|
4.Mr.Michael Elias Dalmet (Member) |
|
(Appointed w.e.f 16/01/2023 ) |
18. Details of establishment of vigil mechanism for directors and employees:
The Whistle blower policy of the Company was formulated and policy is available in the
companys website www.tarapurtransformers.com.
19. Disclosure under the sexual harassment of women: Your Company is committed to
provide and promote safe and healthy environment to all its employees without any
discrimination. During the year under review, there was no case filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.The Company has in place an Anti-Sexual Harassement policy in line with the
requirements of the Sexual Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act 2013, An Internal Complaints Committee has been set up to redress
complaints Received Regarding Sexual Harassment.
20. Managerial Remuneration:
The information required under section 197 of the act read with the rule 5(1) of the
companies and Remuneration of Managerial Personnel) Rules 2014, are given below,
i. The percentage increase in Remuneration of each Director and ratio of the
Remuneration of each Director to the median Remuneration of the employees of the Company
for the financial year: The Company Paid Rs. 9,00,000/- to Rajendrakumar Anandilal
Choudhary (Non-Executive, Non-Independent Director) and 2,11,174/- to Mr. Suresh More
(Executive Director Chairperson) as remuneration during period under review.
ii. The percentage Increase in remuneration of Chief Financial Officer, Chief
Executive
Officer, Company Secretary or Manager, if any, in the financial year: Not applicable
in case of Chief Financial Officer, and Manager of the Company as remuneration is not paid
to them. In case of Company Secretary, Company has paid Rs.1,20,000/- as remuneration
during period under review.
iii. The percentage increase in the median remuneration of employees in the financial
year:
NA
iv. the number of permanent employees on the rolls of company: 6
v. Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: Not
Applicable 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 the same.
21. Details of Subsidiary/JV/Associate Companies: The Company has no Subsidiary/JV/
Associate Companies during the year.
22. Deposits:
The Company has not accepted or invited any deposits during the Financial Year
2022-2023.
23. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future: There
are no material changes and commitments affecting the financial position of the Company.
24. Auditors:
Secretarial Auditor:
According to the provision of section 204 of the companies Act 2013 read with the rule
9 of the companies (appointment and remuneration to managerial personnel) rules 2014, the
secretarial Audit Report submitted by secretarial auditor- M/s. Bhuwnesh Bansal &
Associates,
Practicing Company Secretaries, (Membership No.:6526; COP: 9089), enclosed as a part of
this Report.
Internal Auditor:
M/s. Dalal & Kala Associates (FRN No:-102017W) Chartered Accountants, Mumbai as the
Internal Auditor of the Company for the Financial Year 2023-2024 and perform the duties of
internal Auditor of the company andtheir report was reviewed by Audit committee from time
to time.
Statutory Auditor
According to the provision of section 139, 142 of the Companies Act, 2013 (‘Act)
and other applicable provisions, if, any of the said Act and companies (Audit and
Auditors) Rules,2014,the statutory Auditor report Submitted by Statutory Auditor M/s.
Grandmark & Associates, Chartered Accountants (Firm Registration No.011317N), enclosed
as a part of this Report,
Appointed as Statutory Auditors of the Company for period of 5 years from the
conclusion of 34th Annual General Meeting till the conclusion of 39th
Annual General Meeting.
25. Brief description of the Companys working during the year: The Company has
three manufacturing units at Kanchad (Palghar)
26. Details in respect of internal financial controls with reference to the Financial
Statements: The Company has laid down internal financial control with reference to the
financial statement. The Details in Respect of financial Control and their Adequacy are
included in Management
Discussion and Analysis, which form part of this Report, Annexed as (Annexure-3)
27. Cash Flow Statement :
In Confirmity with the provision of SEBI(Listing Obligations and Disclosure
Requirements), Regulation,2015 and Requirement of Companies Act,2013 the cash flow
statement for the year ended 31/03/2023 is annexed here to as a part of the Financial
Statement.
28. Postal Ballot :
During the year Postal Ballot were held
29. Share Capital:
There was no change in Authorised & Paid up Share Capital of the Company during the
year.
The Authorised share capital of the company is Rs.25,00,00,000/-(Rupees Twenty Five
Crore only) divided into 2,50,00,000(Two Crore& Fifty Lakh Only) Equity Share of
Rs.10(Rupees Ten) each
The Paid-up share capital of the company is Rs.19,50,00,110/-(Rupees Nineteen Crore
Fifty Lakh One Hundred & Ten only) divided into 1,95,00,011/-(One Crore Ninety Five
Lakh & Eleven Only) Equity Share of Rs.10(Rupees Ten) each
30. Listing with Stock Exchange: The companys share are listed on BSE as well as
NSE. However the company has paid the Annual Listing Fees for the financial year 23-24.
31. State of Companys Affairs:
A detailed review of the company Affairs, operations, performance and future outlook of
the
Company and its businesses is given in the Managements Discussion and Analysis Report,
which forms part of this Report.
32. Corporate Governance:
We adhere to the principle of Corporate Governance mandated by the Securities and
Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As
required by Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a detailed report on Corporate Governance forms part of this Report,
annexed as (Annexure-4). The Auditors Certificate on compliance with Corporate
Governance requirements by the
Company is attached with the Corporate Governance Report, annexed as (Annexure 5).
33. Tax Provisions:
The Company has made adequate provisions as required under the provisions of Income Tax
Act, 1961, as well as other relevant laws governing taxation on the company.
34. Acknowledgement:
Your Directors would like to express their sincere appreciation for the assistance and
cooperation received from the financial institutions, banks, Government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Companys executives, staff and workers.
| On behalf of the Board of Directors, |
| For Tarapur Transformers Limited |
| Sd/- |
| Suresh More |
| Managing Director |
| DIN: 06873425 |
| Place: Mumbai |
| Date: 01st September, 2023 |
+91-9892691696
