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Transformers and Rectifiers India Directors Report, Transformers Reports by Directors
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Transformers and Rectifiers India
BSE: 532928|NSE: TRIL|ISIN: INE763I01018|SECTOR: Power - Transmission/Equipment
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« Mar 10
Directors Report Year End : Mar '11
The Directors have pleasure in presenting the 17th Annual Report and
 Audited Accounts for the year ended 31st March, 2011.
 
 Financial Highlights
 
                                                         (Rs in Lacs)
 
 Particulars                                               Standalone
 
                                             2010-2011     2009-2010
 
 Turnover                                   53,356.84      51,509.95
 
 Other Income                                1,345.44         810.60
 
 Total Income                               54,702.28      52,320.55
 
 EBIDTA                                      6,874.29       8,373.70
 
 Interest & Finance charges                    411.93         470.38
 
 Depreciation & Amortization                   579.41         441.06
 
 PROFIT BEFORE TAX                           5,882.95       7,462.26
 
 Taxation                                    1,871.91       2,511.38
 
 NET PROFIT AFTER TAX                        4,011.04       4,950.88 
 
 Appropriations:
 
 Transferred to General Reserve                500.00         500.00
 
 Balance carried to Balance Sheet           14,940.83      12,174.35
 
 Dividend
 
 Your Directors recommend a dividend of 50% i.e. Rs. 5/- per Equity
 Share of Rs. 10/- each for the year 2010-2011 (Previous year 50% i.e.
 Rs. 5/- per Equity Share), subject to approval of shareholders at the
 17th Annual General Meeting.
 
 Review of Operations
 
 For the year ended 31st March, 2011, your Company has reported
 standalone turnover and net profit after taxation of Rs.53,356.84 Lacs
 and Rs. 4,011.04 lacs respectively. As compared to previous years
 turnover, it is up by 3.59% and net profit after taxation is down by
 18.98%.
 
 MVA Production
 
 During the year, Company has produced 13,527 MVA, out of which
 Changodar unit produced 276 transformers totaling 7,424 MVA, Moraiya
 unit produced 50 transformers totaling 5,503 MVA & Odhav unit produced
 187 transformers totaling 600 MVA.
 
 Plans and Prospects
 
 Your Company has tied with ZTR, Ukraine to manufacture & supply 765 kv
 class transformers to PGCIL. The Company is likely to get an order for
 765 kV class transformers. Your Company has plans to manufacture such
 transformer at its Moraiya plant. Apart from this your Company has
 signed MOU with PGCIL to develop 1200 kV class transformer.
 
 Consolidated Financial Statements
 
 Consolidated Financial Statements pursuant to Clause 41 of the Listing
 Agreement entered into with the stock exchanges and prepared in
 accordance with the Accounting Standards prescribed by the Institute of
 Chartered Accountants of India are attached herewith this Annual
 Report.
 
 Order Book
 
 As on 22.4.2011, the Company has Order Book position of Rs. 32,860
 Lacs. The table below indicates the division of order book between
 business segments:
 
                                                     (Rs in Lacs)
 
 Type of Transformers      MVA         Order Book           %
 
 Power Transformer       6,253           21,587           65.70
 
 Distribution 
 Transformer               254            1,821            5.54
 
 Furnace/Rectifier 
 Transformer               462            4,928           15.00
 
 Export                    780            4,524           13.76
 
 Total                   7,749           32,860            100%
 
 Exports
 
 During the year, the Company has achieved export sales of Rs.  6,392.67
 Lacs as against Rs. 6,618.01Lacs last year.
 
 Fixed Deposit
 
 The Company has neither accepted nor invited any deposit from public,
 within the meaning of Section 58A of the Companies Act, 1956 and Rules
 made thereunder.
 
 Awards
 
 The Company was included in Forbes 200 Top performing small & midsize
 enterprise - revenue under  billion, and the selection was on the
 basis of criteria like profitability, growth, modest indebtedness and
 future prospects. The Company has also received Best Equipment
 Supplier Award from Gujarat Engery Transmission Company Limited
 (GETCO) for the third time consecutively. It indicates that we are very
 much on track with respect to our endeavour to satisfy the stakeholders
 by providing the timely deliveries & prompt after sales service in
 growing and profitable environment.
 
 Group for Inter se Transfer of Shares
 
 As required under Clause 3(1)(e) of the Securities and Exchange Board
 of India (Substantial Acquisition of Shares and Takeovers) Regulations,
 1997 persons constituting Group (within the meaning as defined in the
 Monopolies and Restrictive Trade Practice Act, 1969) for the purpose of
 availing exemption from applicability of the provisions of Regulation
 10 to 13 of the aforesaid SEBI Regulation are given in Annexure II
 forms part of this Annual Report.
 
 Associate Portfolio
 
 During the year 2010-2011, Savas Engineering Company Pvt.  Ltd. has
 achieved Sales of Rs. 1,583.08 Lacs and posted profit before tax of Rs.
 47.30 Lacs. The main activity of the Company is to manufacture various
 equipments for transformers manufacturing like vacuum plants etc.
 
 Subsidiary Companies
 
 The Company has two subsidiaries namely Transweld Mechanical
 Engineering Works Limited (wholly owned subsidiary) and Transpares
 Limited (51% holding). A statement pursuant to Section 212 of the
 Companies Act, 1956 is attached to the Accounts.
 
 In terms of general exemption granted by Ministry of Corporate Affairs
 vide General Circular No. 2/2011 dated 8.2.2011, under section 212(8)
 of the Companies Act, 1956, the Audited Balance Sheet, Profit and Loss
 Account, Report of the Board of Directors and Auditors of our
 subsidiaries need not to be attached with the Balance Sheet of the
 Company subject to complying with the certain conditions. These
 documents will be made available upon request by any member of the
 Company interested in obtaining the same. However, the brief financial
 details of the subsidiaries have been furnished under Financial
 details of Subsidiary Companies forming part of the Annual Report.
 Further, pursuant to Accounting Standard AS-21 issued by the Institute
 of Chartered Accountants of India, Consolidated Financial Statements
 presented by the Company includes financial information of its
 subsidiaries. These documents will also be available for inspection
 during business hours at our registered office. The details of the
 accounts of individual subsidiary companies are available on the
 website of the Company.
 
 Directors
 
 Pursuant to the provisions of Section 256 of the Companies Act, 1956
 and Articles of Association of the Company, Mr.  Rajendra Shah & Mr.
 Bhaskar Sen, Directors of the Company who retire by rotation at the
 ensuing Annual General Meeting and being eligible, offer themselves for
 reappointment.
 
 The Board of Directors at its meeting held on 22nd April, 2011
 appointed Mr. Jitendra Mamtora as Chairman (Whole-time Director) and
 Mr. Satyen Mamtora as Managing Director w.e.f. from 28th April, 2011.
 However, there was no change in terms & conditions of remuneration
 payable to them which was previously approved by the members at 16th
 Annual General Metting held on 28th July 2010.
 
 Details of the Directors seeking appointment/reappointment as required
 under Clause 49(VI) of the Listing Agreements are provided in the
 Notice forming part of this Annual Report.  None of the Directors of
 the Company is disqualified for being appointed as Director as
 specified in Section 274(1)(g) of the Companies Act, 1956.
 
 Directors Responsibility Statement
 
 Pursuant to the requirements of Section 217(2AA) of the Companies Act,
 1956, with respect to Directors Responsibility Statement, the
 Directors confirm that:
 
 a) In preparation of annual accounts for the year ended 31st March,
 2011, the applicable accounting standards have been followed and that
 no material departures have been made from the same;
 
 b) 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 profit or
 loss of the Company for that year;
 
 c) 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
 irregularities;
 
 d) The Directors have prepared the annual accounts for the year ended
 31st March, 2011 on going concern basis.
 
 Insurance
 
 Assets of your Company are adequately insured against various perils.
 
 Corporate Governance
 
 As stipulated in Clause 49 of the Listing Agreement with the Stock
 Exchanges, a separate report on Corporate Governance as well as
 Management Discussion and Analysis confirming compliance, is set out
 in the Annexure forming part of this report. A Certificate from
 Practicing Company Secretary regarding compliance with corporate
 governance norms stipulated in Clause 49 of the Listing Agreement is
 annexed to the report on Corporate Governance.
 
 Auditors
 
 The term of appointment of M/s. C.C. Chokshi & Co., Chartered
 Accountants, Ahmedabad, (Firm Reg. No.101876W) as a Statutory Auditor
 will expire at the ensuing Annual General Meeting. The Company propose
 the appointment of M/s.  Deloitte Haskins & Sells, Ahmedabad (Firm
 Registration No.  117365W) as its Statutory Auditor at the ensuing
 Annual General Meeting. M/s. C. C. Chokshi & Co., Chartered
 Accountants, Ahmedabad, (Firm Reg. No.101876W) has expressed their
 unwillingness to be appointed as a Satutory Auditors of the Company.
 
 The Company has received a written certificate from M/s.  Deloitte
 Haskins & Sells, Ahmedabad (Firm Registration No.  117365W) to the
 effect that the appointment, if made, would be within the prescribed
 limit under Section 224(1B) of the Companies Act, 1956 for the year
 2011-12.
 
 The Audit Committee at their meeting held on 22nd April, 2011 has
 recommended the appointment of M/s. Deloitte Haskins & Sells, Chartered
 Accountants, Ahmedabad (Firm Registration No. 117365W) as Statutory
 Auditors of the Company for the year 2011-12.
 
 Auditors Report
 
 The Auditors Report on the accounts of the Company for the accounting
 year ended 31st March, 2011 is self explanatory and do not call for
 further explanations or comments that may be treated as adequate
 compliance of Section 217(3) of the Companies Act, 1956.
 
 Personnel
 
 The information required under Section 217(2A) of the Companies Act,
 1956 read with the Companies (Particulars of Employees) Rules 1975,
 forming part of this report.
 
 However, as permitted by Section 219(i)(b)(iv) of the said Act, this
 Annual Report being sent to all shareholders excluding the said
 information. Any member interested in obtaining such particulars may
 write to the Company Secretary at the Registered Office of the Company.
 
 Particulars required to be furnished by the Companies (Disclosure of
 particulars in the report of the Board of Directors) Rule, 1988
 
 The particulars as prescribed under Section 217(1)(e) of the Companies
 Act, 1956 read with Companies (Disclosures of the Particulars in Report
 of the Board of Directors) Rules, 1988 relating to conservation of
 energy and technology absorption are set out in Annexure-I to this
 Report.
 
 Corporate Social Responsibility
 
 The Company is contributing to sustainable development by its economic
 activities combined with the fulfillment of its social responsibilities
 relating to the education, health, safety and environment aspects.
 
 Acknowledgement
 
 Your Directors wish to convey their thanks for the support &
 co-operation to all Companys valued customers, suppliers, bankers,
 business partners and all departments of Government.
 
 The Directors also acknowledge & appreciate all employees for the hard
 work, dedication & contribution made without which the good result
 would not have been possible.
 
                                  By Order of the Board of Directors
 
 Place : Ahmedabad                                 Jitendra Mamtora
 
 Date : 22nd April, 2011                Chairman & Managing Director
Source : Dion Global Solutions Limited
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