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
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