Mobile Nav

Market

DIRECTOR'S REPORT

Indo Tech Transformers Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 99.19 Cr. P/BV 0.79 Book Value (₹) 117.86
52 Week High/Low (₹) 150/74 FV/ML 10/1 P/E(X) 0.00
Bookclosure 14/08/2019 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2018-03 

The Directors are pleased to present the Company’s 26th Annual Report along with the Audited Financial Statement and the Auditor’s Report for the financial year ended March 31, 2018.

FINANcIAL REsULTs

The Ministry of Corporate Affairs vide its notification in the Official Gazette dated February 16, 2015, notified the Companies (Indian Accounting Standard) Rules, 2015 (Ind AS) applicable for the specified class of Companies.

Accordingly, Financial results for the financial year ended March 31, 2018 are in compliance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013. Consequently, previous Indian Generally Accepted Accounting Principles (IGAAP) results for the financial year ended March 31, 2017 have been restated to make them comparable.

Brief Financial Highlights with comparison of previous financial year are as follows:

(Rupees in Lakhs)

particulars

Financial Year ended March 31, 2018

Financial Year ended March 31, 2017

income

Gross Sales & Other Income

23,016

16,591

Gross Profit/(Loss) before depreciation, interest & tax

151

(308)

Depreciation

474

482

Profit/(Loss) before tax

(409)

(924)

Tax Expenses

--

221

Prior period / Extraordinary items

--

--

Balance of profit / (Loss) of earlier years

(7830)

(6,702)

Balance available for appropriation

(8239)

(7830)

appropriations

General Reserve

--

--

Dividend

--

--

Tax on Dividend

--

--

Balance carried to Balance Sheet

(8239)

(7830)

OPERATIONAL PERFORMANcE

Operational performance of the Company has improved significantly with respect to Sales, Production and Quality during the financial year 2017-18. The Consolidated operations at Kancheepuram plant has contributed significantly to improve the performance through increase in production, efficient and effective utilisation of resources and reduced costs as compared to previous financial years.

The turmoil in the raw material price in the industry mainly the Copper and oil in an unpredictable manner affected the operating margin of the Company. The price pressure also continues to be immense and it is impacting the entire industry.

In spite of aforesaid challenges, year 2017-18 was indeed a positive year for INDOTECH in terms of sales volume and quality order book.

Your company designed a complete substation for wind farms with low voltage generation input and medium voltage output on an integrated platform starting from transformer to bus-duct to switch gear to double pole structure with isolator & arrestors suitably fenced for protection. It is a completely modular unit with scope of re-arrangement of sequence of components on the platform (Transformer-busduct-switchgear-doublepole structure). They are ideally suited for any project where there is a need to reduce on-site work, especially in remote areas where qualified personnel is sometimes not available and all labour is expensive and difficult to manage.

This complete substation model is well received in the market and opened up significant opportunities for the Company and filled more than 50% of the production slot of distribution plant (DT) for the ensuing financial year 2018-19

We continuously receive support from Parent Company for design optimization and to improve the production of large power transformers. Our focus currently is to improve productivity and deliver the best quality transformers. Overall, we expect further improvements by implementing our strategic plans for cost optimization and using specially developed software for transformer designs. However price pressure is immense and it is impacting the entire industry. In the challenging environment, with improved sourcing strategies and cost optimization our focus is to improve the margin in the coming years.

A detailed discussion on the performance of your company, industry structure, threats, opportunities, risks, future outlook and strategy is given separately in the Management’s Discussion and Analysis section, which forms a part of this annual report.

directors and key managerial personnel

Board of the Company composed of six experienced directors from diverse areas, which enables the Board to provide effective leadership to the Company. Composition of the Board is in conformity with the provisions of the companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year Mr. V Ranganathan (DIN: 07489345) and Mr Indraneel Dutt (DIN: 01942447) resigned from the Board and Mr. Anthony Vincent Benoit (DIN: 07992699) and Mr. Ajay Kumar Sinha (DIN: 07972409) has been inducted as an Additional Director and Whole-Time Director of the company with effect from 29th November 2017 and being eligible, offer themselves for re-appointment. Necessary resolution relating to Director who is seeking re-appointment is included in the Notice of Annual General Meeting. The relevant details of the said Directors are given in the annexure to the Notice of the Annual General Meeting.

The Board of Directors of the Company as on date of this report is as follows:

Mr. Ricardo Suarez Garza - Chairman

Mr. Anthony Vincent Benoit

Allard - Non-Executive Director

Mr. Ajay Kumar Sinha - Whole-Time Director

Mr. M S Srinivasan - Independent Director

Mr. P V Krishna - Independent Director

Ms. Tabassum M Wajid - Independent Director

The Key Managerial Personnel of the Company as on date of this report is as follows:

Mr. Ajay Kumar Sinha - Whole-Time Director

Mr. Abhishek Dalmia - Chief Financial Officer

Mr. Sathyamoorthy A - Company Secretary

number of meetings of the board of directors

The Board of Directors met five (5) times during the financial year on May 17, 2017, July 14, 2017, September 06, 201 7, November 29, 201 7 and February 07, 2018.

The provisions of Companies Act, 2013 and listing regulations were adhered to while considering the time gap between two meetings.

board committees

Board Committees play a vital role in improving the Board effectiveness in areas where more focus and discussions are required. Board has constituted three Committees in accordance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and its compositions are as follows:

(i) Audit committee

Mr. M. S. Srinivasan, Chairman Mr. Ricardo Suarez Garza, Member Mr. P. V. Krishna, Member

(ii) Nomination and Remuneration committee

Mr. P. V. Krishna, Chairman Mr. M. S. Srinivasan, Member Ms. Tabassum M Wajid, Member

(iii) stakeholders’ Relationship committee

During the year, in accordance with the Companies Act, 2013, the Board re-constituted Stakeholder Relationship Committee at their meeting held on November 29, 2017.

Mr. Ricardo Suarez Garza, Chairman

Mr. Anthony Vincent Benoit Allard, Member

Mr. Ajay Kumar Sinha, Member

directors’ responsibility statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3) (c) and 134 (5) of the Act, that;

a) in the preparation of the annual financial statements for the financial year ended March 31, 2018 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 judgements 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 2017-18 and of the statement of Profit & Loss of the Company for the year under review;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities;

d) the Directors had prepared the accounts for the financial year ended March 31, 2018 on a ‘going concern basis’;

e) the Directors had laid down Internal Financial Controls to be followed by the Company and such Internal Financial Controls are adequate and were operating effectively;

f) 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.

nomination and remuneration policy

In terms of Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Company’s policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees shall act as a guideline for determining, inter-alia, qualifications, positive attributes and independence of a Director, matters relating to the remuneration, appointment, removal and evaluation of performance of the Directors, Key Managerial Personnel, Senior Management and other employees.

As a policy, the non-executive directors are paid sitting fees of Rs. 20,000/- per meeting per person for attending the Board and Audit Committee Meetings.

comments on auditors’ report / secretarial auditors’ report

There are no qualifications, reservations or adverse remarks or disclaimers made by BSR & Co. LLP, Statutory Auditors, in their report and by M/s. J B Bhave & Co. Company Secretary in Practice, in their secretarial audit report.

particulars of loans, guarantees or investments UNDER section 186 oF THE coMPANIES Act, 2013

The Company has not provided any loans, guarntee or made any investments covered under section 186 of the Companies Act, 2013.

particulars of contracts or arrangements with

RELATED PARTIES REFFERED To IN SEcTioN 188(1) oF coMPANIES AcT, 2013

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure “I”.

DIVIDEND

Considering the accumulated losses, no dividend has been recommended by the Board of Directors of the Company for Financial Year 2017-18.

MATERIAL cHANGES AND coMMITMENTS

There was 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.

board evaluation

The Board of Directors has carried out an annual evaluation of its own performance, its Committees and individual Directors pursuant to the requirements of the Act and the Listing Regulations. Further, the Independent Directors, at their exclusive meeting held during the year, reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations.

particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as Annexure IV.

corporate governance

Your Company is committed to good corporate governance aligned with the best corporate practices. A separate Report on Corporate Governance along with Auditor’s Certificate on Compliance with the conditions of Corporate Governance is provided as a part of this Annual Report, besides the Management Discussion and Analysis.

corporate social responsibility (csr)

Even though the provisions relating to the Corporate Social Responsibility (CSR) are not applicable to the Company, the approach towards CSR is holistic and integrated with the core business strategy of the Company for addressing social and environmental impacts of business. The Company is committed to undertake the CSR activities to address the well-being of all stakeholders and not just the company’s shareholders.

statutory auditors

Pursuant to Section 139 of the Companies Act,2013, M/s B S R & Co. LLP, Chartered Accountants, (ICAI Firm Registration No. 128510W/W-100022), have been appointed as Statutory Auditors for a period of five (5) years commencing from financial year 2014-15, subject to the ratification by the members at each annual general meeting. However, the Ministry of Corporate Affairs (MCA) vide its notification dated May 07, 2018 has omitted the requirement under first proviso to section 139 of the Companies Act, 2013 and rule 3(7) of the Companies (Audit and Auditors) Rules, 2014 regarding ratification of appointment of statutory auditors by shareholders at every subsequent AGM.

Consequently, M/s B S R & Co. LLP, Chartered Accountants, continues to be the statutory auditors of the company till the conclusion of 27th AGM to be held in the calendar year 2019, as approved by shareholders on August 05, 2014.

FIXED DEPoSITS / PUBLic DEPoSITS

Your Company has not accepted any fixed deposits or Public Deposits covered under chapter V of the Companies Act, 2013 and, as such, no amount of principal or interest was outstanding on the date of the Balance Sheet.

INTERNAL FINANciAL coNTRoLS

The Company has an adequate system of Internal Financial Controls in place with reference to the financial statements. Audit Committee periodically reviews the Internal Financial Control and Risk Assessment System of the Company. During the year, Internal Financial Controls were tested and no material weaknesses in the design or operating effectiveness were observed.

cost auditors

Pursuant to section 148 and rules made there under and based on the recommendation of the Audit Committee, your Board has approved the appointment of Mr. M J Gopalakrishnan, Cost Accountant, as the Cost Auditor of the Company for the financial year 2018-19, on a remuneration as mentioned in the Notice convening the 26th Annual General Meeting for conducting the audit of the cost records maintained by the Company.

secretarial auditors / secretarial audit report

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company engaged the services of M/s J B Bhave & Co., Company Secretaries, Pune to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2018. The Secretarial Audit Report in Form MR-3 is given in Annexure - II, forming part of this report.

vigil mechanism / whistle blower policy

The Company has a Vigil Mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism

The Whistle Blower Policy is explained in corporate governance report and also posted on the notice board and the website of the Company at www.prolecge.in

risk management framework

The Company has formulated a Risk Management policy to identify, assess, monitor and mitigate various risks to the Company. Identified risks and the mitigation plans are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

extract of annual return

As per provisions of Section 92 (3) of the Companies Act, 2013 (the Act) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the extract of the Annual Return in the Form MGT-9 is given in Annexure - III, forming part of this report.

conservation of energy, technology absorption, foreign exchange earnings and outgo

The information as prescribed under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is as follows:

a. conservation of energy

Your Company has constantly been emphasising on optimisation of energy consumption in every possible area. Further, your company acknowledges that power conservation is a necessity not only for future availability, but also for environmental safety. Various avenues are being explored at periodic intervals and after careful analysis and planning measures are being initiated to minimise the consumption of energy by optimum utilisation of energy consuming equipment. Your Company is not a power intensive industry and hence the scope for conservation of energy is limited. However the following energy saving measures has been carried out.

a) Your Company has 2 wind mills in Tirunelveli, Tamil Nadu. The Company is adjusting the units generated against consumption at factory. This has reduced

per unit energy cost to the Company. Further your Company is exploring the option of sourcing power from renewable private power producers. This will further reduce the per unit energy cost to the Company.

b) Your company has in place adequate safeguards against excessive consumption and wastage of energy, in the form of energy-friendly apparatus, modern technologies as well as minimal usage mechanism.

During the year your Company took several measures for reducing the power and fuel cost including DG utilization and was able to reduce the power and fuel cost significantly.

b. technology absorption

Research & Development:

(i) skid mounted substations

Your Company is more focused towards the promotion of innovative ideas and has invested in sufficient resources for research and development. Skid mounted substations were developed for wind mills in the previous year which were provided with transformer integrated with HV side protection gear complete with breaker and panel. The complete unit comprised of transformer, HV bushings to breaker panel bus-duct, HV breaker & panel, LV side cable box connections. All components were designed to be assembled on single skid and transported to customer premises as a single unit. The entire assembly was reinforced at critical points to bear transportation loads. The Skid mounted substations can be commissioned within a day at site. The transformer is sent with radiator/conservator mounted and completely oil filled to avoid any mounting and oil filtration at site.

This complete substation model is well received in the market and opened up significant opportunities for the Company and filled more than 50% of the production slot of distribution plant(DT) for the ensuing financial year 2018-19.

(ii) Ester oil Transformers

During the financial year your company successfully designed, tested and supplied the Ester oil based transformer. The Ester Oil Transformers has significant advantages, in terms of both performance and life cycle cost, over traditional mineral oil fluids. Further Ester Oil Transformers has high fire resistance capacity, this is a cost effective substitute for CRT and dry type Transformers. Transformer performance is greatly improved by the use of ester products

compared to mineral oils. The rate at which cellulose paper ages is slowed, thereby extending transformer life and improving service reliability. Analysis of lifecycle costs show that there are significant cost savings because of this asset life extension. This will open up a new market to the Company in a sustainable way.

c. FOREIGN EXcHANGE EARNINGs AND OUTGO

During the financial year under review, the foreign exchange earnings of the Company was Rs. 1,064.74 lakhs and outgo was Rs. 12.27 lakhs

subsidiary companies

As at 31st March 2018 there is no subsidiary company.

sexual harassment OF WOMEN AT WORKPLAcE (PREVENTION, PROHIBITION AND REDREssAL) Act, 2013

Your Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (“ICC”) has been set up to redress the complaints received regarding sexual harassment. All employees are covered under this policy.

During the financial year 2017-18, there were no cases reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

acknowledgements

Your Directors express their appreciation of the continued cooperation of Governments and Government agencies, bankers, customers, suppliers and also the valuable assistance and guidance received from Xignux, Prolec GE and all the shareholders. Your Directors also wish to thank all employees for their contribution, support and continued cooperation during the financial year and are deeply grateful to the shareholders of the Company for the confidence and faith.

For and on behalf of the Board of Directors

indo-tech transformers limited

Ricardo suarez Garza Ajay Kumar sinha

Chairman Whole-Time Director

DIN:07194157 DIN:07972409

Place : Chennai

Date : May 16, 2018

Attention Investors :
Prevent Unauthorised transactions in your account --> Update your mobile numbers/email IDs with your stock brokers. Receive information of your transactions directly from Exchange on your mobile / email at the end of the day .......... Issued in the interest of investors
Attention Investors :
Prevent Unauthorized Transactions in your demat account --> Update your Mobile Number with your Depository Participant. Receive alerts on your Registered Mobile for all debit and other important transactions in your demat account directly from NSDL on the same day......................issued in the interest of investors.
Attention Investors :
KYC is one time exercise while dealing in securities markets - once KYC is done through a SEBI registered intermediary (broker, DP, Mutual Fund etc.), you need not undergo the same process again when you approach another intermediary.
Attention Investors :
No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.
“Investment in securities market are subject to market risks, read all the related documents carefully before investing”.