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RTS Power Corporation Directors Report, RTS Power Corp Reports by Directors
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RTS Power Corporation
BSE: 531215|ISIN: INE005C01017|SECTOR: Electric Equipment
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Directors Report Year End : Mar '13    « Mar 12
Dear Shareholders,
 
 The Directors have the pleasure in presenting their 65th Annual Report
 on the business and operations of your Company and the audited
 Financial Statements of your Company for the year ended 31st March,
 2013 :
 
 
 FINANCIAL RESULTS                                         (Rs. In Lacs )
 
                                      2012-2013             2011-2012
 
 Total Income                         10,292.89             13,754.46
 
 Total Expenditure                    10,600.52             13,603.27
 
 Profit /(Loss) Before 
 Tax                                    (307.63)               151.19 
 
 Less :
 
 Provision for Current Tax      ___                65.40
 
 Deferred Tax (Credit)       (97.93)              (15.48)
 
 Income Tax for Earlier 
 Years                          ___                 0.99
 
                                ___       97.93      ___        50.91
 
 Profit /(Loss) After Tax               (209.70)               100.28
 
 Add : Profit Brought 
 Forward                               1,134.38              1,034.10
 
 Balance Carried to 
 Reserves & Surplus                      924.68              1,134.38
 
 
 
 DIVIDEND
 
 The Board of Directors has not recommended payment of any Dividend for
 the Financial Year 2012-2013 in view of the Loss incurred by the
 Company in the year and its continuing trend also in the current year
 2013-2014.
 
 OPERATIONAL REVIEW
 
 The Total Revenue during the year was Rs. 102.93 Crores as against
 Rs.137.54 Crores during the previous year, representing a downfall during
 the year by 25.16%, mainly due to Cable & Conductors Sales decreased
 from Rs. 57.32 Crores approximately in last year to Rs. 20.36 Crores
 approximately this year i.e. a decrease of about Rs. 37 Crores
 (65%).Mushroom growth and unhealthy competition from various
 Transformer Manufacturing Units in unorganized sector is posing
 problems to organized sector, like your Company, resulting in very low
 selling prices and your Company is not in a position to sell
 Transformers at such lower prices.
 
 The Loss for this year is Rs. 3.08 Crores, whereas there was Profit
 before Ta x of Rs. 1.51 Crores in the last year. Many factors have
 contributed towards such reversal of profitability, namely, lower
 selling prices, so also the margins, continuous abnormal price hike of
 major raw materials both in India and abroad, unexpected delay in
 payments by Electricity Boards, etc. As a result of abnormal delay in
 payments by the Company''s Customers and to meet the additional Working
 Capital requirements and maintain cash flow position of your Company
 arising out of such delay in payments by Customers, the Company''s
 borrowings have substantially increased. Increase in Finance Costs
 comprising of Interest Expenses and other borrowing costs by about Rs.
 1.85 Crores this year compared to last year has also largely
 contributed towards such fall in profitability of your Company.
 
 Salkia & Dhulagori Factory
 
 The Members are aware that the Company has built up a new state of art
 Factory on its own land at Dhulagori in 2008 and all the production
 activities which were earlier carried on at its old rented Factory at
 Salkia have been shifted in phases from time to time during the last
 five years to such new Factory at Dhulagori. Side by side Dhulagori
 Factory has also been expanded on a continuous basis after it was set
 up five years ago. Now the Salkia Unit, so far being utilised mainly
 for repairs of Transformers after the main operations of the said Unit
 was shifted to Dhulagori Unit in 2008 as said above, has been closed
 after the close of the business on 31st March, 2013 and the Company''s
 entire manufacturing and repairing activities in Eastern India are
 being carried out in Dhulagori Unit with effect from 1st April, 2013.
 This has been done for better, efficient and economical management of
 manufacturing as well as repairing operations of the Company at one
 place.
 
 However, manufacturing operations at the Company''s other Factories at
 Jaipur and Agra are continuing as before.
 
 FUTURE OUTLOOK
 
 The Government of India''s plan of electrifying each and every village
 in rural areas will boost the demand of Distribution Transformers. Your
 Company with technical expertise and various manufacturing set-ups are
 trying to take share of such future growth in Power Sector in our
 Country.
 
 But, 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''s Cable and Conductor Unit is now fully operational. It
 contributes to the Turnover of your Company.  But due to lower selling
 prices, margin has become low and profitability in this segment has
 also reduced because of downfall in sales . Your Company cannot sell
 Cables & Conductors at such lower prices. The Production of Dry Type
 Transformers has stabilized and your Company is receiving regular
 Orders. Your Company''s Dhulagori Factory is now fully operational and
 is under the process of continuous expansion.
 
 Your Company is continuously exploring the possibility to develop
 export market. Its continued effort in this regard has been fruitful as
 your Company has made some exports this year. Your Company is also
 planning to set up Transformer Factories abroad to achieve further
 exports in coming years.
 
 In addition to its existing Wind Mill at Dhule, Maharashtra, your
 Company has also set up another Wind Mill at Barmer, Rajasthan.
 
 CORPORATE GOVERNANCE
 
 A separate Report on Corporate Governance in format as prescribed in
 the revised 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 attached herewith.
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted any Deposit within the meaning of Section
 58A of the Companies Act, 1956 and the Rules made thereunder.
 
 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 .
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS
 AND OUTGO
 
 The 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 operational practices.
 
 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 made export business and Foreign Exchange earnings
 (FOB) during this year was Rs. 39.14 Lacs. The Foreign Exchange outgo
 during this year was as follows :
 
 1.  Value of Imports calculated on CIF basis -
     Raw Materials                                      Rs. 74.85 lacs
 
 2.  Expenditure in Foreign Currency (Paid or Payable)
     Foreign Travelling                                 Rs. 0.53 lacs
 
     Foreign Exchange Fluctuation                       Rs. 1.69 lacs 
    (on settlement of dues)
     Interest Expense                                   Rs. 0.02 lacs
 
 
 LISTING
 
 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 2013-2014.
 
 DIRECTORS
 
 Sri Sardul Singh Jain, Director of the Company will retire by rotation
 at the forthcoming Annual General Meeting and, being eligible, offers
 himself for re-appointment.
 
 Sri Ram Lal Saini , Director of the Company will retire by rotation at
 the forthcoming Annual General Meeting and, being eligible, offers
 himself for re-appointment.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 In accordance with the provisions of Section 217(2AA) of the Companies
 Act, 1956 (the Act) and based upon representation from the Management,
 the Board states that :
 
 1.  in the preparation of the Annual Accounts, the applicable
 Accounting Standards have been followed along with proper explanation
 relating to material departures;
 
 2.  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 Loss of the
 Company for that period;
 
 3.  the Directors have 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 the Company and
 for preventing and detecting fraud and other irregularities;
 
 4.  the Directors have prepared the Annual Accounts on a going concern
 basis; and
 
 5.  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 the revised Clause 49 of
 the Listing Agreements with the Stock Exchanges where the Equity Shares
 of the Company are Listed.
 
 AUDITORS
 
 M/s. A.C. Bhuteria & Co., Chartered Accountants, Kolkata, Auditors of
 the Company retire at the ensuing Annual General Meeting and , being
 eligible , offer themselves for re-appointment . Your Company has
 received a letter from them to the effect that their re-appointment ,if
 made at the forthcoming Annual General Meeting, would be within the
 limits prescribed under Section 224 (1B) of the Companies Act,1956
 .Accordingly, the Audit Committee
 of the Board of Directors of your Company has recommended for their
 re-appointment for holding office till the conclusion of the next
 Annual General Meeting with a remuneration to be fixed by the Committee
 in consultation with them.
 
 BRANCH AUDITORS
 
 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, Jaipur, Rajasthan were appointed the Branch
 Auditors for the Financial Year 2012-2013. 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 for the
 Financial Year 2013-2014 at a remuneration to be fixed by the Audit
 Committee of the Board of Directors in consultation with them.
 
 COST AUDITORS
 
 M/s. K. G. Goyal & Associates, Cost Accountants, Jaipur, Rajasthan were
 appointed as Cost Auditors of the Company with due approval of the
 Central Government for conducting audit of Cost Accounts of the Company
 for the Financial Year 2012-13 in pursuance of the Order No
 52/26/CAB/2010 dated 24th January,2012 issued by the Ministry of
 Corporate Affairs , Cost Audit Branch.
 
 They have filed Compliance Report for the Company for the period 1st
 April, 2011 to 31st March,2012 in Form A XBRL on 10th May, 2013.
 
 They have also been re-appointed as Cost Auditors of the Company for
 the Financial Year 2013-14 with due approval of the Central Government.
 
 APPRECIATION
 
 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.
 
 
 
 
                           For and on behalf of the Board of Directors
 
 Registered Office :
 
 56, Netaji Subhas Road
 
 Kolkata - 700001                          S. S. JAIN
 
 Dated : 23rd August, 2013                 Chairman
Source : Dion Global Solutions Limited
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