| Dear Members,
The Directors have pleasure in presenting the Thirty-third Annual
Report on the business and operations together with the Audited
Accounts for the financial year ending 31st March'2015. The performance
of the Company for the year ended on 31st March 2015 is summarized
below:
FINANCIAL HIGHLIGHTS:
The summarized financial results of our operations for the Financial
Year ending 31st March'2015 is detailed hereunder.
(Rs.in lakhs)
Sl. Particulars 2014-15 2013-14
No
1 Net Sales/Income from operations 2645.57 2624.25
2 Other Income 16.47 52.72
3 Total Income (1 2) 2662.04 2676.97
4 Profit/(Loss) before Interest, Depreciation
and Tax 217.28 64.89
5 Less : Interest and Finance Charges 164.17 196.56
6 Less : Depreciation 152.81 84.34
7 Profit/ (Loss) before Exceptional Items
(4-5-6) (99.70) (216.01)
8 Add : Exceptional Items - 201.92
9 Profit/(Loss) before Tax (7 8) (99.70) (14.09)
10 Less : Income Tax - -
11 Net Profit/ (Loss) after Tax (9-10) (99.70) (14.09)
12 Add : Balance Carried forwards from
Statement of Profit and Loss A/C (486.39) (472.30)
13 Balance Carried to Balance Sheer (11 12) (586.09) (486.39)
14 Earning per Share (Basic & Diluted) (1.86) (0.26)
Note: Previous year's figures are regrouped wherever necessary.
FINANCIAL PERFORMANCE:
* The total sales of the Company has increased by approximately Rs.
21.32 lakhs as compared to the Previous year and incurred loss of Rs.
99.70 lakhs (Previous Year Rs. 14.09 Lakhs) during the year,
* Bad Debt of Rs. 80.75 lakhs was written off during the Year against
outstanding receivable from Electricity Utility Companies of different
States which could not be collected in spite of best efforts . Pursuant
to notification of Schedule II to the Companies Act 2013 with effect
from 1st April 2014, the Company has charged depreciation based on the
useful lives as prescribed under the Schedule. The depreciation charge
for Year ended 31st March, 2015 is higher by Rs. 58.86 lakhs as
compared to the Previous.
* During the Financial Year 2014-15 Company has paid back Term Loan
with Axis Bank Limited.
* Our Vadodara Unit after passing through bad phases since last 3 years
and during the current financial year 2014-15 posted a turnaround with
a total sales turnover of Rs. 8.82 Crores as compared to the Previous
year 2013-14 turnover of Rs. 0.90 Crores. Unit has also supplied 2496
Nos Transformers during the year 2014- 15.
FUTURE PROSPECTS:
During the Financial year 2015-16, Our Company expecting to achieving
Sales Turnover of Rs. 35.00 Cores and already bagged orders worth of
Rs. 20.00 crores in its Vadodara Unit. We are expecting profit for the
Company during the financial year.
SUBSIDIARY COMPANY:
Phoenix Surgicare Private Limited is the only wholly owned Subsidiary
Company of your Company. The business operations in the subsidiary
Company has not started. Audited Statements of accounts of the
Company's Subsidiary:
The audited statements of accounts, along with the report of the Board
of Directors relating to the Company's Subsidiary i.e. Phoenix
Surgicare Private Limited, together with the Auditors' Report thereon
for the year ended 31st March, 2015 are annexed.
DEPOSITS :
The Company has not accepted any public deposits so far.
DIVIDEND :
Your Directors has not recommended any Dividend during this financial
year.
TRANSFER TO GENERAL RESERVE :
During the financial year ending on 31st March, 2015, no amount has
been transferred to General Reserve. DIRECTORS :
a. Pursuant to provisions of section 196, 197 and 203 read with
schedule V and all other applicable provisions of Companies Act 2013
and the companies (appointment and remuneration) Rules 2014, Mr. Dillip
Kumar Das (Chairman cum Managing Director) and Mr. Debasis Das (Whole
Time Director) retire from 6th August 2015 and 31st March 2015
respectively at the ensuing Annual General meeting and, being eligible,
offered themselves for reappointment.
Your Directors recommend their reappointment.
b. Declaration By Independent Directors And Re- Appointments, If Any,
The Independent Directors pursuant to Sec 149 and 152 of Companies Act
2013 and rules made thereon are reappointed for a period of three years
and their declaration of Independency is submitted and taken on record
on the Board Meeting held on 29th May 2015.
c. The ratio of the remuneration of each director to the median
remuneration of employees of the company for the financial year 2014-15
is herein attached as Annexure - A
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form No. MGT 9 is annexed herewith in
Annexure - B.
STATUTORY AUDITORS :
M/s A. K. Sabat & Co, Chartered Accountants, Bhubaneswar retires at the
ensuing Annual General Meeting and has given their consent for
re-appointment along with the eligibility certificate as per Section
141(3) (g) of the Companies Act, 2013. Your Directors request your
approval to appoint them to hold office as directors from this AGM to
the next ensuing AGM.
AUDITORS REPORT & AUDITORS' OBSERVATION :
There is no audit qualification in the Company's financial statements.
The company continues to adopt practices to ensure best practice as per
Indian Accounting Standards. The Notes on Accounts referred to in the
Auditors' Report enclosed are self-explanatory and do not call for any
further comments.
COST AUDITOR :
M/s S.S. Sonthalia & Co is appointed as the cost auditor of the company
for the financial year 2015-16. Mr. S. S. Sonthalia has submitted his
consent letter along with the eligibility certificate under section 141
(3)(g) of companies Act 2013, for the year 2015-16.
SECRETARIAL AUDITOR:
Your company has appointed M/S Saroj Ray & Associates Company
Secretaries, Bhubaneswar (under Section 204 of Companies Act 2013) to
conduct secretarial audit for the financial year 2015-16. Mr. Saroj
Kumar Ray has submitted his consent letter along the eligibility
certificate under section 141(3) (g) of companies Act 2013.
Herein attached the secretarial audit report of the secretarial auditor
in Annexure - C.
INTERNAL AUDITOR:
Your Company has appointed M/S Goutam Lenka & Co. as the Internal
Auditor for the financial year 2015-16.
ACHEIVEMENTS:
Star Export House:
The Company has got the award of STAR PERFORMER FOR THE YEAR 2008-09
from EEPCINDIA (Eastern Region).
TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, AND FOREIGN EXCHANGE
EARNING AND OUTGO:
Information pursuant to Section 134(3) (m) of the Companies Act, 2013
read with Companies (Disclosure of particulars in the Report of the
Board of Directors) Rules, 1988 are given in Annexure "D".
PERSONNEL
None of the employees of the Company has been in receipt of
remuneration exceeding the amounts envisaged by section 134(3) (m) of
the Companies Act, 2013.
DISCLOSURE AS PER LISTING AGREEMENT:
Cash Flow:
The cash flow statement in accordance with accounting standard and
(AS-3) of ICAI is appended to this Annual Report.
Related Party Transactions:
As a matter of policy, your company carries out transactions with
related parties on an arm-length basis. Statement of these
transactions is given in the Notes to Account (Note-26(7a)) attached in
compliance of Account Standard No.AS-18.
Listing:
The Company's shares are listed on the 'The Bombay Stock Exchange
Limited'. The Annual listing fees to the 'The Bombay Stock Exchange
Limited' for the year 2014- 15 have been paid.
Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:- The
company has submitted all documents as per rule to Bhubaneswar &
Calcutta stock Exchange for delisting of shares. Permission is still
awaited.
CORPORATE GOVERNANCE :
Corporate Governance is the system by which Companies are directed and
controlled. It also includes Board's 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)'s 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,
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 clause 49 of the Listing Agreement. A
report on Corporate Governance is annexed in "Annexure E" to the
report, along with the certificate on its compliance from the Auditors
forms part of this report.
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 on 27/06/2014 which is valid upto 25/05/2016.
INDUSTRIAL RELATIONS:
The industrial relations continued to be generally peaceful & cordial.
MANAGEMENT'S DISCUSION AND ANALYSIS:
Management's Discussion and Analysis for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section as Annexure 'F'
forming part of the Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to 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, 2015, 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.
Explanation : For purpose of this clause, the term "internal financial
controls" means policies and procedures adopted by company for ensuring
the orderly and efficient conduct of its business, including adherence
to company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of
the accounting records, timely preparation of reliable financial
information ;
vi) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
inadequate and operating effectively.
ACKNOWLEDGEMENTS :
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders' clients, Bank, Central &
State government, the company's valued investors and all other business
partner for their continued co-operation and excellent support received
during the year.
FOR AND ON BEHALF OF THE BOARD
Sd/-
PLACE : BHUBANESWAR DILLIP KUMAR DAS
DATE : 29th May, 2015 CHAIRMAN |