Voltamp Transformers Ltd Directors Report.
Your Directors have pleasure in presenting the 52nd Directors Report and Audited Accounts for the Financial Year ended March 31,2019.
|(र in Lakhs)|
|Net Sales and Service Income||82,882.80||65,141.85|
|Profit before Finance cost and Depreciation||12,983.67||10,613.95|
|Profit Before Tax||12,267.81||10,014.40|
|Net profit after Tax before comprehensive loss||8,483.89||7,348.37|
|Other Comprehensive Loss||5.31||(10.94)|
|Net Profit after Tax||8,489.20||7,337.43|
During the year under review, the Company posted a ever highest net sales and service revenue of 828.82 crores as compared to र651.41 crores in the previous year, a growth of 27 percent. The sales in terms of volume increased to 11063 MVA as compared to 9180 MVA in the previous year, reflecting stability of operations in uncertain market situation. The Profit Before Tax (PBT) grew substantially to र122.67 crores, as compared to र100.14 crores in the previous year and Profit After Tax (PAT) increased to र84.89 crores, as compared to र73.37 crores in the previous year. Consequently, the earning per share for the year stood at र83.86 per share as compare to र72.63 per share in previous year.
The operating performance for the year under review was in line with the Companys business plan to improve volume. The Companys dependence on TRANSCOs (erstwhile SEBs) business during the year has come down drastically. The Company continue to focus its effort to chase business which add to bottom line and ensure cash flow.
During the year, the Companys dedicated efforts towards timely collection of receivables has resulted in better liquidity position. The Companys efforts continued to have 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 sector companies are at encouraging levels but orderfinalization during the national election time got slow down and likely to resume from July 2019 onwards.
The Company intend to increase business volume during the current year. However price level in utilities (TRANSCOs) business continued to be at lower level with low entry barriers and players continuously engaged in aggressive and unviable pricing. Overall, pricing pressure continue in Industry.
For detailed analysis of the performance, please refer to the Management Discussion and Analysis section of the Annual Report given in Annexure-IV.
Your Directors take pleasure in recommending payment of dividend @ 150% (i.e. र15 per share). 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 the history 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 31,2019.
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 with successfully manufacture and testing of prototype of RING MAIN UNIT (RMU). It is self-contained unit with protection and controls, for reliable power distribution at 11 kv voltage. Product has been indigenously developed and undergone mandatory tests at accredited Test Labs of repute. It finds usage in industrial, infrastructure and real estate, 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 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.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
During the year 2018-19 no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and companys operations 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 at the beginning of the year. Therefore, Chapter V of the Companies Act, 2013 relating to acceptance of deposits is not applicable and hence, no detail of the deposit is given in the report.
During the year under review, the Company has neither issued any securities nor has taken any Corporate Action for cancellation of issues securities, hence, there is no change in share capital structure of the Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
The unclaimed dividend amount aggregating to र1,74,303 for the financial year ended on 31st March, 2011 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended March 31,2019, pursuant to Section 124 of the Companies Act, 2013.
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.
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 Rule 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.
In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance is given in Annexure-III along with certificate from M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), confirming compliance with the requirement of Corporate Governance.
COMPLIANCE WITH SECRETARIAL STANDARD :
During F.Y. 2018-19, the Company has complied with applicable Secretarial Standards issued 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 Statutory Auditors of the Company to hold the office till the conclusion of the Annual General Meeting to be held in the year 2022 subject to ratification by the shareholders every year, if so required under law. Pursuant to the recent amendment to Section 139 of the Act effective May 7, 2018, ratification by Shareholders every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of ensuing Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment.
The details pertaining to composition of Audit Committee and terms of reference are included 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 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 31,2020. 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 stating that they are not disqualified 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 & Company, Practicing Company Secretaries, Vadodara, to conduct the Secretarial Audit, pursuant to section 204 of the Companies Act, 2013 and the Companies (Appointment & 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.
STATUTORY AUDITORS REPORT & SECRETARIAL AUDITORS REPORT:
Neither the Statutory Auditor nor the Secretarial auditor of the Company, in their respective 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 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.
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 Independent Director of the Company on account of expiry of his second term. The members of the Board expressed 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 August, 2018 have appointed Shri Ashish S. Patel as an Additional Director (Independent) of the Company, w.e.f. 14th August, 2018 to hold his office up to the ensuing Annual General 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 other applicable provisions, if any, of the Companies Act, 2013, Shri Ashish S. Patel is proposed to be appointed as an Independent Director for five (5) consecutive years effective from 14th August, 2018 to 13th August, 2023. Appropriate resolution for the appointment of Shri Ashish S. Patel as an Independent Director of the Company is being placed for the approval of shareholders of the Company at this AGM. The brief resume and other related information has been detailed in the Notice convening 52ndAGM of the Company.
RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:
Shri Kunjalbhai L Patel, Vice Chairman and Managing Director of the Company is liable to retire by rotation at this 52nd AGM, pursuant to section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and being eligible, has offered himself for re-appointment. Appropriate resolution for his reappointment 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 the Companies Act, 2013:
(a) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) that the Directors have 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 and that such internal financial controls are adequate and are operating effectively.
(f) proper systems to ensure compliance with the provisions of all applicable laws are in 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 by rotation.
Each Independent Director has given written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also submitted a declaration that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence, 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 gap between any two meetings did not exceed 120 days. During the financial year under review, four Board Meetings were held, viz. on 10th May, 2018, 14th August, 2018, 01stNovember, 2018, and 01stFebruary, 2019.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under 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)
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.
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.Investments not falling under purview of this and 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)
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Committee was constituted by the Board of Directors,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/ ANNUAL RETURN:
Extract of Annual Return in Form MGT-9 as on 31.03.2019 is appended to this Report as Annexure VIII.
In compliance with section 134(3)(a) of the Act, Annual Return of the Company can be accessed at http:// www.voltamptransformers.com
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 thereunder to report genuine concerns of directors and Employees. 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 Harassment 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 place on record their appreciation for the continued support & co-operation by Banks, Govt. Authorities, Vendors, Customers & other Stakeholders.
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 : May 29, 2019||CHAIRMAN & MANAGING DIRECTOR|