The Board commends the Special Resolution set out at Item No 11 of the
Notice for approval by the Shareholders.
Your Directors have the pleasure in presenting their 66th Annual Report
on the business and operations of your Company and the audited
Financial Statements of your Company for the year ended March 31, 2014
FINANCIAL RESULTS ( Rs In Lacs)
Total Income 14290.19 10292.89
Total Expenditure 14275.49 10600.52
Profit /(Loss) Before Tax 14.70 (307.63)
Current Tax 2.80 -
Deferred Tax 0.09 2.89 (97.93) (97.93)
Profit /(Loss) After Tax 11.81 (209.70)
Add : Profit Brought Forward 924.68 1134.38
Balance Carried to Reserves & Surplus 936.49 924.68
The Board of Directors has not recommended payment of any Dividend for
the Financial Year 2013- 2014 in view of a very small amount of Profit
and also considering overall future business prospect of the Company.
The total Revenue from Operations of your Company showed a significant
improvement during the year. The total Revenue from Operations during
the year was Rs. 142.90 Crores compared to Rs. 102.93 Crores during the
previous year. This is an improvement by about 39% amidst keen
competition. Sale of Transformers and Cables & Conductors increased by
almost 29% and 100 % respectively over that of last year.
This year your Company has made a marginal Profit Before Tax of Rs. 14.70
Lakhs as against a Loss of Rs. 3.07 Crores in last year inspite of
continuous abnormal price hike of the major raw materials and cut
throat competition resulting in lower selling prices. Your company,
thus, has achieved better results this year despite all odds and
adverse economic scenario.
However, the profitability achieved is disproportionately low
considering the substantial increase in Revenue from Operations because
of factors like lower selling prices, so also the margins and abnormal
delay in payments by the Company''s Customers resulting in increase in
Debtors from Rs. 67 crores in last year to Rs. 87 Crores approximately this
year ( an increase by about Rs. 20 crores) .
Your Company could have saved the Interest Expenses on Bank Borrowings
of an equivalent amount of Rs. 20 Crores as said above had the Company''s
Customers paid such amount in time. By this, the Profit of your Company
would have increased by Rs. 2.60 crores, by saving alone the Bank
Interest expenses on such overdue amount of Rs. 20 crores .
Your company''s entire manufacturing and repairing activities in Eastern
India are being carried out in Dhulagori Factory and further expansion
is going on there on a continuous basis.
Your Company has been continuously exploring the possibility to develop
Export market .Its continued effort in this regard was fruitful last
year when it achieved an Export turnover of Rs. 39 Lakhs to start with .
This year your Company has made an Export Sales of about Rs. 177 Lakhs ,
an increase of more than 350% over last year. Your Company expects
further increase in Export Sales in coming years.
However, mushroom growth and unhealthy competition from various
Transformer manufacturing Units in unorganized Sector is posing
problems to organized Sector,like your Company, resulting in under
utilization of production capacities and therefore, the selling prices
are under pressure , so as the margins.
Your Company expects that sale of transformers to EPC/ Turnkey
Contractors may increase this year and there may be a slight
improvement in payment position by Customer in the current year over
ENERGY CONSERVATION,TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
Monitoring and control of consumption of sources of energy like power,
oil, etc. continued to be a priority area of your Company. Energy
conservation procedures also form an important part of your Company''s
Your Directors have nothing to report in the matter of Technology
Absorption since your Company has neither hired nor imported any
technology from outside sources. Your Company has no Research and
Development (R&D) Department and has not spent any amount on R&D during
the Financial Year.
Your Company has achieved increased Export business and Foreign
Exchange earnings (FOB) during this year was Rs. 177.15 Lacs (increase of
more than 350% over last year) . The Foreign Exchange outgo during this
year was as follows:
1. Value of Imports calculated on CIF basis -
Raw Materials Rs. 46.31 Lacs
2. Expenditure in Foreign Currency
Foreign Travelling Rs. 6.60 Lacs
The Company has a Wholly-owned Subsidiary Company, Blue Nile Projects
Limited at Hong Kong. For the Financial Year ended on March 31, 2014,
being the first year of its operation, the Subsidiary Company has
incurred a Loss of Rs. 4,16,067/- ( U.S $ 6,941).
CONSOLIDATED FINANCIAL STATEMENT
In terms of the General Circular issued by the Ministry of Corporate
Affairs , Government of India under Section 212(8) of the Companies
Act, 1956 the Accounts of the abovesaid Subsidiary Company for the
Financial Year 2013-2014 and the related detailed information will be
made available to the Company''s and its Subsidiary Company''s Members
seeking such information at any point of time and are not attached.
However, financial information of the Subsidiary Company is disclosed
in this Annual Report in compliance with the said Circular. Copies of
the Annual Accounts of the Subsidiary Company will also be kept open
for inspection by any Member at the Registered Office of the Company
and of the Subsidiary Company. The Company shall also furnish a hard
copy of the Accounts of the Subsidiary to any Member on demand. The
consolidated Financial Statements of the Company and its Subsidiary,
prepared in accordance with the applicable Accounting Standards and the
Listing Agreements with the
Stock Exchanges and duly audited by M/s A C Bhuteria & Co., Chartered
Accountants , Auditors of the Company form a part of this Annual
Report. The Accounts of the Subsidiary Company are also available on
the Company''s Website.
The Board of Directors consists of a balanced profile of Members
specializing in different fields that enables it to address the various
business needs of the Company, while placing very strong emphasis on
(a) Existing Independent Directors
The Companies Act 2013 provides for the first time appointment of
Independent Directors. Sri Sardul Singh Jain (DIN 00013732) and Sri
Bachhraj Begwani (DIN 03157720) , both being Non Executive Directors of
the Company, have also been acting as Independent Directors of your
Company under Clause 49 of the Listing Agreement and have held the
positions as such for more than 10 (ten) years and almost 4(four) years
respectively as on April 1,2014.
The Securities and Exchange Board of India (SEBI) has amended Clause 49
of the Listing Agreement inter alia stipulating the conditions for the
appointment of Independent Directors by a listed Company. The
Companies Act 2013 also stipulates almost the same conditions.
It is proposed to appoint Sri Sardul Singh Jain and Sri Bachhraj
Begwani as Independent Directors under Section 149 of the Act and the
amended Clause 49 of the Listing Agreement to hold office for a 5
(five) years term each.
The Company has received requisite separate Notices in writing from two
Members along with the deposit of requisite amount under Section 160 of
the Act proposing the candidatures of each of Sri Sardul Singh Jain and
Sri Bachhraj Begwani for the offices of Independent Directors of the
In the opinion of the Board , both Sri Jain and Sri Begwani possess
appropriate skill, experience and knowledge in their respective fields
of specialization in Law, Finance, Management and Taxation.
(b) New Independent Director
Your Company needs one more Independent Director to comply with the Act
read with the Rules made thereunder and the amended Clause 49 .
Accordingly, the Board of Directors of the Company appointed in its
Meeting held on August 14, 2014 Sri Alok Kumar Banthia (DIN 00528159)
as an additional Director designated as an Independent Director with
effect from the said date and he shall hold office up to the date of
the ensuing Annual General Meeting pursuant to the provisions of
Section 161(1) of the Act and Article 89 of the Articles of Association
of the Company. The Company has received requisite Notice in writing
from a Member proposing Sri Alok Kumar Banthia for appointment as an
In the opinion of the Board Sri Alok Kumar Banthia possesses
appropriate skill, experience and knowledge to be an Independent
Director of the Company.
It is proposed to appoint Sri Alok Kumar Banthia as Independent
Director under Section 149 of the Act and the amended Clause 49 of the
Listing Agreement to hold office for an initial period of 5(five) years
term from the conclusion of the Company''s ensuing Annual General
In the opinion of the Board both the existing Independent Directors ,
namely Sri Sardul Singh Jain and Sri Bachhraj Begwani and the proposed
Independent Director, namely Sri Alok Kumar Banthia fulfill the
conditions for appointment as independent Directors as specified in the
Act and the Rules made thereunder and the amended Clause 49 and all of
them are independent of the Management of the Company and will not be
liable to retire by rotation.
The Company has received declarations from all the above mentioned
existing and the proposed Independent Directors of the Company
confirming that they meet with the criteria of independence as
prescribed both under Sub-Section (6) of Section 149 of the Act and
under the amended Clause 49 of the Listing Agreement with the Stock
(c ) Woman Director
The Companies Act, 2013 has also introduced for the first time
appointment of at least one Woman Director by Listed Companies and
certain class of companies. Accordingly, the Board of Directors of your
Company in its Meeting held on February 14, 2014 has appointed Smt
Rachna Bhutoria (DIN 0977628) as an additional Director designated as
Director with effect from the said date pursuant to the provisions of
Section 161(1) of the Act and Article 89 of the Articles of Association
of the Company. She will hold office up to the date of the ensuing
Annual General Meeting. The Company has received requisite Notice in
writing from a Member proposing Smt Rachna Bhutoria for appointment as
(d) Retirement of Director by rotation
As per the provisions of Companies Act, 2013 and the Articles of
Association of the Company Sri Rajendra Bhutoria (DIN 00013637),
Director of your Company will retire by rotation at the forthcoming
Annual General Meeting and, being eligible , offers himself for
(e) Resignation of Director
Sri Loon Karan Patawari (DIN 00013758) , Independent Director of your
Company resigned with effect from the close of business on March
31,2014 due to his old age and ill health.
Your Directors place on record their appreciation of the valuable
contribution made by him and services received from him during his long
tenure of office as a Director of your Company.
DIRECTORS '' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956 and, based upon
representations from the Management, the Board ,to the best of its
knowledge and belief, confirms that :
I. in the preparation of the Annual Accounts for the year ended March
31, 2014, the applicable Accounting Standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there are no material departures from the same;
II. 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 as at March 31,2014 and of the Profit of the Company for
the year ended on that date;
III. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
IV. the Directors have prepared the Annual Accounts of the Company on a
''going concern'' basis , and
V. the Managing Director and the Chief Financial Officer of the Company
have furnished the necessary certification to the Board on these
Financial Statements as required under Clause 49 of the Listing
Agreements with the Stock Exchanges where the Equity Shares of the
Company are Listed.
A separate Report on Corporate Governance in format as prescribed in
the Listing Agreements with
the Stock Exchanges forms a part of the Annual Report of your Company
and is being attached hereto, along with the Auditors'' Certificate on
its compliance. A Report on Management Discussion and Analysis is also
Your Company has not accepted any Deposit within the meaning of Section
58A of the Companies Act, 1956 and the Rules made thereunder.
Your Company''s Shares continue to be listed on Calcutta and Bombay
Stock Exchanges. Annual Listing Fees of both Bombay Stock Exchange and
Calcutta Stock Exchange have been paid upto the year 2014-2015.
PARTICULARS OF EMPLOYEES
There is no employee whose particulars are to be given pursuant to
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975, as amended.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A(5) and 205C of the Companies
Act, 1956, relevant amounts which remained unpaid or unclaimed for a
period of seven years have been transferred by the Company, from to
time to time on due dates, to the Investor Education and Protection
Pursuant to the provisions of Investor Education and Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has uploaded the details of
unpaid and unclaimed amounts lying with the Company as on September 27,
2013 (date of last Annual General Meeting) on the Company''s Website
(www.rtspower.com) and has also filed Form No 5 INV on December 13,
2013 with Registrar of Companies, West Bengal . Since the abovesaid
last Annual General Meeting , the Company has also transferred unpaid
and unclaimed Dividend in respect of Final Dividend 2005-2006 and
Interim Dividend 2006-2007 to the Investor Education and Protection
Fund on October 25, 2013 and May 4, 2014 respectively and filed Form
Nos I with Registrar of Companies, West Bengal following such
AUDITORS AND AUDITORS'' REPORT
M/s. A.C.Bhuteria & Co.,Chartered Accountants, (Firm Registration No
303105E), Auditors of the Company, retire at the forthcoming Annual
General Meeting. They , being eligible and qualified to be re-appointed
, have offered themselves for re-appointment from the conclusion of the
sixty-sixth Annual General Meeting till the conclusion of sixty-ninth
Annual General Meeting as per the provisions of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014.
The Notes on Financial Statements of the Company referred to in the
Auditors'' Report are self— explanatory and do not call for any
further comments by the Board.
The Auditors'' remarks mentioned in Other Matter Paragraph in
their Report in respect of Consolidated Financial Statements having
been prepared on the basis of unaudited Financial Statements of the
Company''s Subsidiary , Blue Nile Projects Limited , Hong Kong , the
Board would mention that since the Company had to furnish both
Standalone and Consolidated Financial Results to Stock Exchanges by May
30, 2014 as per the Listing Agreement, the Consolidated Financial
Results were prepared and approved by the Board on May 30, 2014 on the
basis of audited Financial Results of the Company and unaudited
Financial Results of its Subsidiary.
The audited Financial Statements of the Subsidiary have since been
received from Hong Kong having no difference between the audited
Financial Statements and the unaudited Financial Statements based on
which the Consolidated Financial Statements were so prepared as said
Your Company has Branch Offices and Units at Jaipur - Rajasthan,
Barmer- Rajasthan, Agra. - U.P and Dhule- Maharashtra. M/s. Jain
Shrimal & Co., Chartered Accountants, (Firm Registration No FRN
001704C) Jaipur, Rajasthan were appointed as the Branch Auditors for
the Financial Year 2013-2014.
They have given a Certificate confirming that they are duly qualified
and eligible to be re-appointed as per the provisions of Section 139 of
the Companies Act, 2013 read with Rule 6 of the Companies (Audit &
Auditors) Rules, 2014 and have offered themselves for re-appointment .
It is proposed to re-appoint M/s. Jain Shrimal & Co., Chartered
Accountants, as Branch Auditors for the Jaipur, Barmer, Agra and Dhule
Branch Offices and Units from the conclusion of Sixty Sixth Annual
General Meeting (AGM) to Sixty Ninth AGM of the Company as per the
provisions of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014.
The Company appointed M/S K.G.Goyal & Associates, Cost Accountants,
Jaipur, Rajasthan as Cost Auditors of the Company for conducting the
audit of cost records of the Company for the Financial Year 2013-14 in
pursuance of the Order No 52/26/CAB/2010 dated January 24, 2012 issued
by the Ministry of Corporate Affairs, Cost Audit Branch .
They have submitted their Cost Audit Report for the Financial Year
2012-2013 on November 22, 2013 which has been filed in Form 1-XBRL with
the Ministry of Corporate Affairs on December 12, 2013.
In view of the Press Release and Notification, both dated June 30,
2014, issued by the Ministry of Corporate Affairs ,New Delhi ,
maintenance of cost records and audit thereof is no more necessary for
your Company effective from April 1, 2014. Accordingly, no Cost Auditor
has been appointed by your Company for the Financial Year 2014-2015 in
terms of Section 148 of the Companies Act, 2013, the Companies (Audit
and Auditors) Rules, 2014 and the Companies (cost records and audit)
Your Directors take this opportunity to express their whole-hearted
appreciation for the unstinted support and co-operation received from
Banks, State Electricity Boards, Government and Semi Government
Authorities, Power Utilities, other customers and Shareholders during
the year under review.
Your Directors also wish to place on record their deep sense of
appreciation for the sincere and devoted services that the Executives,
Staffs and Workers at all levels have rendered to your Company.
Registered Office : For and on behalf of the Board of Directors
56, Netaji Subhas Road
Kolkata - 700001
Dated : 14th August, 2014 S. S. JAIN