To,

The Members

VOLTAMP TRANSFORMERS LIMITED

Makarpura, Vadodara - 390014, Gujarat.

Your Directors have pleasure in presenting the 48th Annual Report and Financial Statements for the Financial Year ended 31st March, 2015.

WORKING RESULTS:

(Rs. in Lacs)

PARTICULARS 2014-2015 2013-2014
Sales & Services Income 51,688.75 44,477.50
Profit before Financial Charges and Depreciation 4,091.15 4,171.30
Financial Charges (Bank Charges) 30.03 36.70
Depreciation 721.79 713.26
Profit before Taxation 3,339.33 3,421.34
Provisions for Taxation : Current Tax 875.00 825.00
Excess Provision of earlier years written back (252.27)
Deferred Tax (124.73) (32.58)
Net Profit for the year 2,841.33 2,628.92
Add: Previous years surplus 957.91 1,012.64
Profits available for appropriation: 3,799.24 3,641.56
Appropriation therefrom:
A. Proposed Dividend 1011.71 1,011.71
B. Dividend Tax on above 207.15 171.94
C. General Reserve 1,500.00 1,500.00
D Surplus 1,066.01 957.91
E. Adjustment of Depreciation 14.37
3,799.24 3,641.56

DIVIDEND:

The Directors recommend payment of dividend @ 100 %, i.e. Rs. 10 per equity share of Rs. 10 each on 10117120 equity shares, for the year ended March 31,2015.

PERFORMANCE REVIEW:

During the year under review, the Sales and Other Income in monetary terms marginally increased to Rs. 538.01 crores as compared to Rs. 471.52 crores in the previous year. The sales in terms of volume increased to 8389 MVA as compared to 6628 MVA in the previous year. The Profit Before Tax (PBT) was reduced to Rs. 33.39 crores as compared to Rs. 34.21 crores in the previous year and Profit After Tax (PAT) increased marginally to Rs. 28.41 crores as compared to Rs. 26.29 crores in the previous year.

The performance for the year under review was in line with the Companys business plan to improve volume, but margin could not keep pace with improved volume, due to volatility in input material prices and severe competition in market. Profit margins remained very low, due to intense price war amongst organized sector manufacturers because of over capacity in the Industry. Margins were also affected due to volatility in currency exchange rates, affecting input cost which is based on import origin raw material.

The financial year 2015-16 also started with lower order backlog of Rs. 193.52 crores (3484 MVA). The enquiry level increased a bit, but decision making remained slow and the orders are booked on fixed price basis to feed the factories.

Receivables position has little bit improved compared to last year but timely realization of receivables remains still challenging area.

However, with the new Government at the Center taking firm decisions on policy framework related issues, it is expected that the position will improve gradually, over a period of next 12-18 months time.

For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the Annual Report given in Annexure-IV.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND :

The unclaimed dividend amount aggregating to Rs. 4,19,560 for the financial year on 31st March, 2007 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended March 31,2015, pursuant to Section 205C of the Companies Act, 1956 (the relevant Section under the Companies Act, 2013 is yet to be notified).

DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The disclosure of particulars relating to conservation of energy and technology absorption and foreign exchange earnings and outgo as required by Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in Annexure - I.

EMPLOYEES:

The industrial relations during the year under review have remained cordial and satisfactory. The Board thanks all the Employees for their valuable contribution to the working of the Company.

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees and the Disclosure pertaining to remuneration and other details are set out in the Annexure - II to the Directors Report. However, as per the provisions of Section 136(1) of the Companies Act, 2013, 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 Company Secretary at the Companys Registered Office.

CORPORATE GOVERNANCE:

In line with requirement of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance is given in Annexure - III along with certificate from M/s. Chandulal M. Shah & Co., Chartered Accountants confirming compliance with the requirement of Corporate Governance.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is given in Annexure - IV.

DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 134 (5) OF THE COMPANIES ACT, 2013:

The Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed by the Company;

2) Such accounting policies have been selected and consistently applied and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the applicable provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4) Annual accounts have been prepared on a going-concern basis;

5) Internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively.

6) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year Shri Arvind N. Shelat has resigned from the office of Independent Director of the Company, due to advancement of his age and Shri Kewalkrishna G. Tuli has resigned from the office of Independent Director of the Company, due to advancement of his age and other pre-occupation. The members of the Board expressedtheir gratitude for the valuable services rendered by Shri Arvind N. Shelat and Shri Kewalkrishna G. Tuli.

To comply with the composition of the Board of Directors requirement as per section 149 and section 152 of the Companies Act, 2013 and the rules made thereunder and the applicable provisions of the Listing Agreement, Shri Hemant P. Shaparia, has been appointed as an Additional Director (Independent) and Dr. (Mrs.) Neela A. Shelat has been appointed as an Additional Director (Independent), also complying the requirement of woman director on the Board. Both Shri Hemant P. Shaparia and Dr. (Mrs.) Neela A. Shelat shall hold office upto the date of ensuing Annual General Meeting. In terms of the said provisions, the Company has received requisite notice in writing from a member proposing appointment of Shri Hemant P. Shaparia as an Independent Director for five (5) consecutive years effective from 18th March, 2015 to 17th March, 2020. The Company has also received requisite notice in writing from a member proposing appointment of Dr. (Mrs.) Neela A. Shelat as an Independent Director for three (3) consecutive years effective from 18th March, 2015 to 17th March, 2020.

As per the applicable provisions of the Companies Act, 2013, Shri Kanubhai S. Patel, retire by rotation, and being eligible offers himself for reappointment. Further, since the tenure of appointment of Shri Kanubhai S. Patel as a Chairman and Managing Director of the Company, has expired on 10.02.2015, he has been re-appointed as a Chairman and Managing Director, liable to retire by rotation, for a further period of five (5) years, w.e.f. 11.02.2015, by the Board of Directors at their meeting held on 9th February, 2015, subject to approval of the shareholders.

Independent Directors who did not complete their term at the earlier 47th Annual General Meeting, have been continued to hold office till the expiry of their term, as per the provisions of the Companies Act, 1956 and therefore, Shri Vasantlal L. Patel, who is an Independent Director, is eligible for retire by rotation at the ensuing Annual General Meeting under the erstwhile applicable provisions of the Companies Act, 1956. As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a fixed term upto five (5) consecutive years (effective from FY 2013-14) and shall not be liable to retire by rotation. In terms of the said provisions, the Company has received requisite notice in writing from a member proposing appointment of Shri Vasantlal L. Patel as an Independent Director for three (3) consecutive years i.e. upto 13th August, 2018.

The Company has received declaration from all the Independent Directors of the Company, viz. Shri Vasantlal L. Patel, Shri Hemant P. Shaparia and Dr. (Mrs.) Neela A. Shelat confirming that they meet with the criteria of independence as prescribed under the Companies Act, 2013 and clause 49 of the listing agreement.

All the directors being appointed or re-appointed, have confirmed that they are not disqualified from being appointed as Directors in terms of section 164 of the Companies Act, 2013.

During the year, there is a change in Key Managerial Personnel of the Company, viz. Mr. V. N. Madhani, has been appointed as Chief Financial Officer from his earlier position of Vice President (Commercial) and Company Secretary and Mr. Achal Thakkar has been appointed as a Company Secretary from his earlier position of Asst. Company Secretary.

AUDITORS:

The present Auditors of the Company M/s. Chandulal M. Shah & Co. are retiring at the forthcoming Annual General Meeting of the Company and are eligible for reappointment. The Company has received the requisite certificate from them pursuant to Section 139 and 141 of the Companies Act, 2013 and rules framed thereunder, confirming their eligibility for re-appointment as Auditors of the Company.

COST AUDITORS:

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 Audit Committee, has approved the appointment of M/s. Y. S. Thakar & Co.,

Cost Accountants as the Cost Auditors and remuneration payable to them, to conduct the audit of the cost records of the Company for the financial year ending March 31,2016. The Company has received a letter from M/s. Y. S. Thakar & Co., Cost Accountant, Vadodara showing their willingness to be appointed as a cost Auditors and stating that they are not disqualified under section 148(5) read with section 141(3) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT

The Board of Directors of the Company has appointed M/s. J. J. Gandhi & Company, Practising Company Secretaries, Vadodara, to conduct the Secretarial Audit pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and their report, viz. Secretarial Audit Report in Form MR-3 is appended to this Report as Annexure V.

NUMBER OF MEETINGS OF THE BOARD

The Company has complied with the provisions for holding Board Meetings and the gap between any two meetings did not exceed 120 days. During the financial year under review, five Board Meetings were held, viz. on 6th May, 2014, 14th August, 2014, 10th November, 2014, 9th February, 2015 and 18th March, 2015.

INDEPENDENT DIRECTORS

The Independent Directors on the Board of the Company as on date are Shri Vasantlal L. Patel, Shri Hemant P. Shaparia and Dr. (Mrs.) Neela A. Shelat and the Company has received confirmation / declarations from the Independent Directors of the Company under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Policy ofthe Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and remuneration of Key Managerial Personnel and other employees of the Company pursuant to sub-section (3) of section 178, is appended as Annexure - VI to this Report. The Policy has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/nomination & remuneration policy.pdf).

COMMENTS ON STATUTORY AUDITORS’ REPORT & SECRETARIAL AUDITORS’ REPORT

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective reports, have made any qualifications, reservations or adverse remarks.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

There are no loans, guarantees or investments falling under section 186 of the Companies Act, 2013. However, investments not falling under purview of this, made by the Company are given in the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1)

There are no contracts or arrangements entered into with related parties, except payment of managerial remuneration to Whole-Time Directors (MDs). Further, the policy on Related Party Transactions duly approved by the Board of Directors of the Company has been posted on the website of the Company (http://www.voltamptransformers.com/pdf/ related party transactions policy.pdf).

AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

Amount proposed to be transferred to Reserves is Rs. 15.00 crores.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, 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.

RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks in achieving key objectives of the Company. The Company has developed and implemented Risk Management Policy of the Company to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

The internal control systems are commensurate with the nature, size and complexity of the business of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors.

CORPORATE SOCIAL RESPONSIBILITY

The Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors of the Company at their meeting held on 14th August, 2014, pursuant to Section 135 of the Companies Act, 2013 and CSR policy has also been framed by the Board as per the said section and the rules made thereunder. The Policy on CSR 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 Responsibility during the year is appended at Annexure - VII of the report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 as on 31.03.2015 is appended to this Report as Annexure VIII.

ANNUAL EVALUATION BY THE BOARD

The evaluation framework for assessing the performance of Board including the individual Directors are based on certain key measures, viz. Attendance of Board Meetings and the Committee Meetings, qualitative contribution in deliberations on agenda items, long term view in the inputs regarding development and sustainability of the Company and consideration of shareholders and other stakeholders interests.

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board does not participate in the discussion of his / her evaluation. The Board of Directors has expressed their satisfaction to the evaluation process.

WHISTLE BLOWER POLICY

The Whistle Blower Policy (Vigil Mechanism) was constituted by the Board of Directors of the Company at their meeting held on 10th November, 2014, pursuant to Section 177 of the Companies Act, 2013 and the rules made thereunder and Clause 49 of the Listing Agreement, to report genuine concerns of Directors and Employees. The Policy has been posted on the website of the Company. The Policy has been posted on the website of the Company (http:// www.voltamptransformers.com/pdf/whistle blower policy.pdf).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, no complaints were reported to the Board.

APPRECIATION AND ACKNOWLEDGEMENT:

Your Directors wish to convey their thanks to all the Companys valued Customers, Bankers, Vendors, Business Associates, Government Authorities, and Shareholders for their continued support and patronage to the Company.

The Board also expresses its appreciation towards the contribution made by all the Employees of the Company.

FOR AND ON BEHALF OF THE BOARD
Place : Vadodara KANUBHAI S. PATEL
Date :20th May, 2015 CHAIRMAN & MANAGING DIRECTOR