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,
FINANCIAL RESULTS (Rs. In Lacs )
Total Income 10,292.89 13,754.46
Total Expenditure 10,600.52 13,603.27
Profit /(Loss) Before
Tax (307.63) 151.19
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
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
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
However, manufacturing operations at the Company''s other Factories at
Jaipur and Agra are continuing as before.
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
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.
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.
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
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
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.
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
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.
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.
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.
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.
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