Voltamp Transformers Ltd Directors Report.

To,

The Members,

Voltamp Transformers Limited, Makarpura, Vadodara – 390014, Gujarat,

Your Directors have pleasure in presenting the 51st Directors Report and Financial Statements for the Financial Year ended 31st March, 2018.

WORKING RESULTS:
( in Lacs)
PARTICULARS 2017-2018 2016-2017
Sales & Services Income (Including Excise Duty) 65,164.87 66,781.16
Less: Excise Duty -1262.93 -5687.63
Net Sales and Service Income 63901.94 61093.54
Profit before Finance cost and Depreciation 10,669.64 9,915.45
Finance Cost 55.74 51.15
Depreciation 599.50 581.72
Profit Before Tax 10,014.40 9,282.58
Current Tax 2,610.67 2,300.00
Deferred Tax 55.36 -238.41
Net profit after Tax before comprehensive loss 7,348.37 7,220.99
Other Comprehensive Loss -10.94 -34.80
Net Profit after Tax 7,337.43 7,186.19

PERFORMANCE REVIEW:

During the year under review, the Company has achieved net sales and service revenue of 639.01 Crores (excluding excise duty) as compared to 610.93 crores in the previous year. The Profit Before Tax (PBT) increased to 100.14 crores, as compared to 92.82 crores in the previous year and Profit After Tax (PAT) increased to 73.37 crores, as compared to 71.86 crores in the previous year.

The Company has been able to sustain and marginally grow sales and service revenue and also profit despite major challenges encountered post GST implementation by Companys major customers in contracting/ EPC segment. This lead to less than optimum utilization of production capacity during July to October period. Further, last two years increased momentum of wind and solar sector projects execution slowed down from July 2017 onwards adversely impacted planned volume growth. However, timely action by the Company management to address this challenge could ensure better margin realization. Increasing commodity and oil prices in last 4 months is area of major concern.

The financial year 2018-2019 started with an order backlog of 326.42 crores (5185.32 MVA) with sign of slow revival in Corporate CAPEX in select industries.

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 challenging task.

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

DIVIDEND:

The Directors recommend payment of dividend @ 150 %, i.e. 15 per equity share of 10 each on 1,01,17,120 equity shares, for the year ended March 31, 2018.

INDIAN ACCOUNTING STANDARD (INDAS):

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1st April, 2017, pursuant to the notification of Companies (Indian Accounting Standard) Rules, 2015 issued by the Ministry of Corporate Affairs. Hence, previous years figures have been regrouped and reclassified, wherever considered necessary to confirm the figures represented in the current period.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business during the financial year 2017-18.

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 2017-18 no significant and material orders 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.

DEPOSITS:

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.

SHARE CAPITAL:

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 1,07,288for the financial year ended on 31st March, 2010 was transferred to the Investor Education and Protection Fund established by the Central Government, during the financial year ended March 31, 2018, 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.

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 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, theDirectors Report is being sent to the shareholders without this Annexure. Shareholders interested in obtaining a copyof the Annexure may write to the Company Secretary at the Companys Registered Office.

CORPORATE GOVERNANCE:

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.

MANAGEMENT DISCUSSION AND ANALYSIS:

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

STATUTORY AUDITORS:

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. In terms of the section 139 of the Companies Act 2013,the appointment of the Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. CNK & Associates LLP, Chartered Accountant, as statutory auditors of the Company, is placed for ratification by shareholders.

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, 2019. 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(5) read with section 141(3) of the Companies Act, 2013.

SECRETARIAL AUDITORS:

The Board of Directors of the Company has appointed M/s. J. J. Gandhi & Company, Practicing CompanySecretaries, 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. SecretarialAudit Report in Form MR-3 is appended to this Report as Annexure V.

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.

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.

REAPPOINTMENT OF DR. (SMT) NEELABEN A SHELAT AS AN INDEPENDENT DIRECTOR:

The Board of Directors of the Company by circular resolution dated 12th March, 2018, reappointed Dr.(Smt) Neelaben A Shelat as a Non-Executive Independent Directors of the Company for the term of five years startingfrom 18.03.2018 to 17.03.2023. Appropriate resolution for the reappointment of Dr. (Smt) Neelaben A Shelat 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 51st AGM of the Company.

RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:

Shri Kanubhai S Patel, Chairman and Managing Director is liable to retire by rotation at this 51st 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 have 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 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 affairsof 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 this 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 and that such internal financial controls are adequate and were operating effectively.

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term and are not liable to retire by rotation.

In accordance with Section 149(7) of the Act, 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 SEBI Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD:

The Company has complied with the provisions for holding Board Meetings and the gap between any twomeetings did not exceed 120 days. During the financial year under review, four Board Meetings were held, on 15th May, 2017, 12th August, 2017, 14th November, 2017, and 13th February, 2018.

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 uploaded on the Companys website and can be accessed at the weblink (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 contributionin 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 Boardof 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 areno loans, guarantees or investments falling under section186 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 uploaded on the Companys website and can be accessed at the weblink (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 uploaded on the Companys website and can be accessed at the weblink (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 31.03.2018 is appended to this Report as

Annexure VIII. 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 uploaded on the Companys website and can be accessed at the weblink (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 werereported 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 theCompany.

FOR AND ON BEHALF OF THE BOARD
Place : Vadodara KANUBHAI S. PATEL
Date : May 10, 2018 CHAIRMAN & MANAGING DIRECTOR