Alfa Transformers Ltd Directors Report.

Dear Members,

YYour Directors have pleasure in presenting before you the 40th (Fortieth) Annual Report of your Company on the business and operations together with the Audited Financial Statements and Auditors Report for the financial year ended 31st March, 2022. The performance of the Company during the year under Report is summarized as below:

FINANCIAL HIGHLIGHTS:

The summarized financial results of our operations for the Financial Year ending 31st March, 2022 are detailed hereunder.

(Rs.in lakhs)

Particulars 2021-22 2020-21
Revenue from operations 966.43 1964.07
Other Income 46.34 19.58
Total Revenue 1012.77 1983.65
Profit/(Loss) before Interest & Depreciation (223.63) (579.75)
Add : Interest and Finance Charges 85.72 112.87
Add : Depreciation 111.65 116.39
Profit/ (Loss) After Interest & Depreciation (421.00) (809.01)
Exceptional Items - 82.53
Profit/ (Loss) before Tax (421.00) (726.48)
Current Tax --
Deferred Tax Assets/(Liabilities) [Net) 24.91 (452.76)
Profit/ (Loss) before Tax (396.09) (1179.24)
Other Comprehensive Income 6.34 1.60
Total Comprehensive Income for the Year (389.75) (1177.64)
Earnings per Share (Basic & Diluted) (4.26) (12.87)

Note: Previous years figures are regrouped wherever necessary.

FINANCIAL PERFORMANCE:

Prevailing COVI 19 pandemic outbreak during last part of 2019 and its prolonged effect during next two years had caused havoc in the Economy of the World and it effect drastically the operation and liquidity of your Company .The Company suffered badly due to this pandemic situations due to lack of orders, non availability of raw materials, man power etc.

Bhubaneswar Unit: Bhubaneswar Unit has no orders from Electricity Utility Companies of the State. After Tata Power has taken over these Utility Companies, they have changed the specification of transformers and stipulated for submission of performance guarantee @ 10% valid for 5 years excluding claim period of one year. Since the Unit has limited working capital finance from bank it is not possible for the Unit to execute orders from them. Accordingly, during the current year, the Unit depended on orders from private customers including Private Contractors Companies like L&T, Reliance Jio, Jindal etc. and able to achieve Rs. 9.49 crores during the current year as compared to Rs. 9.21 crores during 2020-21. During the April-June Quarter of the current year, the Unit has executed orders worth of Rs. 3.11 Crores and having pending orders about Rs. 3.4 Crores in hand.

Vadodara Unit : Due to delayed supply to Electricity Utility Companies of Gujarat, the Company has to bear heavy penalty. In additions, the GP failed transformers returned from GEB could not be repaired and delivered resulting heavy losses for deduction of cost and penalty as per their purchase orders. Since March 2021, the Vadodara Unit has stopped its manufacturing activities due to lack of orders from Electricity Utility Companies of Gujarat and only taken up repairing of Guarantee Period failed Transformers.

During the last quarter of the financial year 2021-22, the Gujarat Electricity Board (GEB) had floated tenders for purchase of 83593 nos 10 KVA and 74450 Nos other ratings distribution transformers and our Vadodara unit had participated in the tender and procured small order for supply of 2250 Nos 10 KVA distribution transformers valued Rs. 12.53 crores.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

No unclaimed dividend amount due for transfer to IEPF.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of the loans, guarantees and investments covered under provisions of the Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given in the notes to the financial statements, which forms part of this Annual Report.

DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING 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 Companies (Accounts) Rules, 2014 are given in Annexure "A".

PERSONNEL:

None of the employees of the Company has been in receipt of remuneration exceeding the amounts envisaged under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013.

DEPOSITS:

Your Company has not accepted any deposit during the year and there was no deposit at the beginning of the year. Therefore, Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 made under Chapter Vof the Companies Act 2013 relating to acceptance of deposits is not applicable and hence, no detail of the deposit is given in the report.

TRANSFER TO GENERAL RESERVE:

The Company has made no transfer to General Reserve during the financial year 2021-22.

DIVIDEND :

Your Directors has not recommended any Dividend during this financial year.

SHARE CAPITAL:

The Paid up share Capital of the Company stood at Rs. 91506450.00 consisting of 9150645 of equity shares of Rs. 10/- each. During the year under review, there was no change in the capital structure of the Company.

DETAILS OF SUBSIDARY/JOINT VENTURE/ASSOCIATE COMPANIES

The Company has no Subsidiary/Joint Venture/Associate Companies.

CORPORATE GOVERNANCE:

Corporate Governance is the system by which Companies are directed and controlled. It also includes Boards accountability to the Company and stakeholders, strategic vision and effective monitoring by the Board, protection and equitable treatment of all stakeholders as well as timely disclosure. Corporate governance is a journey for constantly improving sustainable value creation and is an upward moving target. Corporate governance at Alfa Transformers Limited (ATL) is a value-based framework to manage our Company affairs in a fair and transparent manner. We have evolved guidelines and best practices over the years to ensure timely and accurate disclosure of information regarding our financials, performance, leadership and governance of the Company. We are an ethically responsible company, operate with transparency, and validate commitment and sincerity, both vertically and horizontally across the organization with a spirit of integrity. The Company has complied with all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance is annexed in "Annexure B", along with the certificate from M/s PAMS & Associates, Chartered Accountants confirming compliance with the requirement of Corporate Governance.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT :

Managements Discussion and Analysis for the year under review is presented in a separate section as Annexure ‘C forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5)of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

i) In the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) 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 state of affairs of company at end of Financial Year of Profit and Loss of company for that period. iii) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of company and for preventing and detecting fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going concern basis; and v) The directors had laid down internal financial controls to be followed by company and that such internal financial controls are adequate and were operating effectively.

vi) 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to provisions of section 152 and all other applicable provisions of Companies Act 2013 and the Companies (Appointment and Remuneration) Rules 2014, Mr. Dillip Kumar Das is liable to retire by rotation at the ensuing Annual General meeting and, being eligible, offered himself for re-appointment. Your Directors recommend his reappointment.

INDEPENDENT DIRECTORS:

In accordance with Section 149(7) of the Act, each Independent Director has given written declaration to the Company confirming that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Company has put in place an induction and familiarization programme for all its directors including the Independent Directors.

KEY MANAGERIAL PERSONNEL :

During the year under review, there was no change in the key managerial personnel of the Company.

STATUTORY AUDITORS :

M/S PAMS & Associates have given their consent for re-appointment along with the eligibility certificate as per Section 141 of the Companies Act, 2013. Your Directors request your approval to appoint them as statutory auditors of the Company to hold office from Conclusion of this AGM to the next AGM.

SECRETARIAL AUDITOR :

The Board of Directors of the Company has appointed M/S Saroj Ray & Associates, Company Secretaries, Bhubaneswar under Section 204 of Companies Act 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 to conduct secretarial audit of the Company for the financial year 2022-23. The Report of the Secretarial Auditor in Form MR-3 for the financial year 2021-22 is attached in Annexure D.

INTERNAL AUDITOR:

Your Company has appointed M/s. Goutam Lenka & Co. as the Internal Auditor for Vadodara Unit and Bhubaneswar Unit of the Company for the financial year 2022-23.

COMMENTS ON STATUTORY AUDITORS REPORT AND 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. The Statutory Auditors have not reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143 (12) of the Companies Act 2013 during the financial year ended 31st March, 2022. The company continues to adopt practices to ensure best practice as per Indian Accounting Standards and Corporate Governance standards.

DISCLOSURE AS PER LISTING AGREEMENT:

Cash Flow: The cash flow statement in accordance with accounting standard is appended to this Annual Report. Related Party Transactions: As a matter of policy, your company carries transactions with related parties on an arm-length basis. Statement of these transactions is given in the Notes to the financial statements, forming part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY : The COVID-19 pandemic and consequent lockdowns/shutdowns had adversely impacted the business on account of unavailability of manpower and raw materials affecting the production cycle. The Company had decided not to participate in tenders for transformers during the financial year 2021-22 on account of extremely low and commercially un-sustainable prices and focus on repair and return of guarantee failed transformers. This decision results in return of about 1200 nos of guarantee period failed transformers after due repair which results in arresting penalty. During the current year company has incurred about Rs.62.52 lakhs towards repair of guarantee period repair as compared to previous year.

The Shareholders of the Company has also decided in its last meeting held on 31st day of August 2021 for sale/dispose off the Vadodara Unit so as to payback outstanding Creditors and Bank liability. However the Company has not received a suitable offer for of disposal till date.

During February 2022 the Utility Companies of Gujarat (GEB) have floated tenders for Transformers and since the situation was improved the Company has participated in a tender in a small way has procure order worth of Rs. 12.53 Crores which are to be supplied within 7 months.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS : During the financial year 2021-22 no significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operation in future.

CHANGE IN NATURE OF BUSINESS: During the year under review, there has been no change in the nature of business of the Company.

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 Auditor as well as Internal Auditors.

EXTRACT OF ANNUAL RETURN : The Extract of Annual Return in Form No. - MGT 9 as on 31.03.2022 is appended to this Report as Annexure-E.

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, pursuant to Section 177 of the Companies Act 2013 and the Rules made there under and SEBI (LODR) 2015 to report genuine concerns of directors and Employees. The Policy has been posted on the website of the company. (http://www.alfa.in).

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

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Work Place (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.

HUMAN RESOURCES:

Your Company believes that human resources will play a critical role in its future growth. With a focus on nurturing and retaining talent, your Company provides avenues for learning and development through functional, behavioral and leadership training programs, knowledge exchange conferences and providing communication channels for information sharing, to name a few of the initiatives.

SECRETARIAL STANDARDS OF ICSI :

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1st July 2015. The Company is in compliance with the Secretarial Standard.

Listing:

The Companys shares are listed on the ‘The Bombay Stock Exchange Limited. The Annual listing fees to the ‘The Bombay Stock Exchange Limited for the year 2022-23 has been paid.

Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:

The Company had already submitted all documents as per rule to Bhubaneswar & Calcutta stock Exchange for delisting of shares. Permission is still awaited

ACHIEVEMENTS:

1) QUALITY SYSTEM : The company was accredited ISO 9001-2008 for quality management system with respect to "Design, Manufacture, Repair and sale of Power Transformers & Distribution Transformers" from 1997 with continuity. The present registration is accredited by TUV SUD South Asia Private Limited from 15/05/2021 which is valid up to 14/05/2024.

2) The Company has got BIS certificate for various rating of Distribution Transformers for Bhubaneswar and Vadodara unit. The Company is also investing heavily in prototype and type testing of other ratings of transformers for inclusion in BIS.

3) The Company successfully developed one no of 500 KVA Special type of Transformer for Tata Power Central Odisha Distribution Limited (TPCODL) for their pilot project and expecting more nos of Transformers during the Financial Year 2022-23.

INDUSTRIAL RELATIONS :

The industrial relations continued to be generally peaceful & cordial.

ACKNOWLEDGEMENTS :

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Bank, Central & State government, the companys valued investors and all other business partner for their continued cooperation and excellent support received during the year.

FOR AND ON BEHALF OF THE BOARD

Sd/- Sd/-
PLACE: BHUBANESWAR DILLIP KUMAR DAS DEEPAK KUMAR DAS
DATE : 24th August, 2022 MANAGING DIRECTOR DIRECTOR