Voltamp Transformers Ltd
Directors Reports
Dear Shareholders,
Your Directors have pleasure in presenting the 56th
Directors' Report and Financial Statements for the Financial Year ended 31st March,
2023.
FINANCIAL RESULTS:
| S PARTICULARS |
2022-2023 |
2021-2022 1 |
| Net Sales and Service Income |
138510.41 |
112720.90 |
| Profit before Finance cost and Depreciation |
27095.18 |
18193.59 |
| Finance Cost |
89.04 |
79.68 |
| Depreciation |
969.35 |
793.19 |
| Profit Before Tax* |
26036.79 |
17320.72 |
| Current Tax |
6091.82 |
3807.68 |
| Deffered Tax |
(56.88) |
229.25 |
| Income Tax of earlier year |
7.57 |
— |
| Net profit after Tax before comprehensive loss |
19994.28 |
13283.79 |
| Other Comprehensive Loss / Income |
54.73 |
44.59 |
| Net Profit after Tax |
20049.01 |
13328.38 |
* Includes profit (gain) of ? 17.08 crores towards appreciation in
value of investment (Marked to Market adjustment) (Previous year: ? 19.24 crore).
PERFORMANCE REVIEW & STATE OF THE COMPANY AFFAIRS:
OPERATIONS:
In the year under review, the Company has posted a ever highest sales
and service revenue of ? 1385.10 crores as compared to ? 1127.20 crore in the previous
year. The sales in term of volume increased to 11883 MVA as compared to 11137 MVA in the
previous year. The Profit Before Tax (PBT) increased to ? 260.36 crores, as compared to ?
173.20 crores in the previous year and Profit After Tax (PAT) increased to ? 200.49
crores, as compared to ? 133.28 crores in the previous year.
The year gone by commenced with unprecedented volatility in commodity
prices owing to the Russia-Ukraine conflict: ended with weak global outlook, characterized
by a fear of recession, high inflation and high interest rates. Fortunately, in the second
half the situation eased. The management team took necessary proactive measures to
mitigate and delivered targeted volume production.
The policy decision taken at the beginning of the year to focus on
short cycle order business helped to deliver robust performance during FY:2022-23 with the
highest ever sales and service revenue and also operating profit, with timely payment
realisation, despite some production loss due to delay in concluding wage revision
agreement with Savli based contract workmen.
Results for the FY:2022-23 are exceptionally better than budgeted
numbers, in view of higher volume dispatches, saving in material cost with softening of
commodity prices and also liquidation of critical raw material i.e. CRGO lamination
(imported), kept as buffer stock post Russia-Ukraine crisis to meet emergency need.
Reflecting on the Company's stellar performance, the Board of Directors
declared a final dividend of Rs.60 per equity share on face value of Rs.10 per share. As a
result, the benefits of growth are shared, and the focus remains on value creation for all
stakeholders.
The financial year 2023-2024 started with an order backlog of ' 602.66
crores (5859 MVA). During the period October 2022 to February 2023, the Company remain
cautious in booking new orders for Savli factories in view of delay in concluding wage
revision agreement with workman employed through contractors. This will partly impact
sales revenue in first Quarter of FY:2023-24.
During the FY:22-23 Corporate India has remained relatively resilient
despite the slowdown in the global economy and uncertainties in the financial system.
Going forward, business outlook looks stable, aided by steady growth in domestic demand,
deleveraged balance sheets, easing of commodity cost pressures and the Government's thrust
on infrastructure spending. However key monitorable is the prolonged slowdown in global
demand, unexpected spill overs from the Russia- Ukraine war and emerging uncertainties in
the global financial system. The order booking tempo is expected to continue except
inflationary pressures leading to steep interest rate hike, forcing corporates to defer
CAPEX.
For detailed analysis of the performance, please refer to the
Management Discussion and Analysis section of the Annual Report given in Annexure-IV.
SAVLI FACTORIES OPERATIONS:
Wage revision settlement with contract workmen at Savli factories
prolonged and got amicably concluded during March 23 without altering business model of
the Company. With that capacity utilisation remain suboptimal for 2 months period in Q3
and the management remain cautious for booking new orders during the period October 2022
to January 2023 resulting in lower order opening volume as on 01st April, 2023
for Savli factories. This will impact partially first quarter revenue in FY:23- 24.
However order booking resumed from March 2023 with full speed and Savli factories
operations are back to normal.
DIVIDEND:
Your Directors take pleasure in recommending payment of dividend @ 400%
(i.e. ' 40 per share). In addition, the Directors also recommended payment of one time
special dividend @200% (i.e. ' 20 per share) to commemorate successful completion of 60
years in transformer business. With that total dividend recommended is 600%, i.e. ' 60.00
per equity share of ' 10 each, for the year ended 31st March, 2023. The
Dividend Distribution Policy of the Company has been posted on the website of the Company
(https://www.voltamptransformers.com/index.php/dashboard/policies).
AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES :
The Company has made no transfer to reserves during the financial Year
2022-23.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the financial year
2022-23.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There have been no material changes and commitments, affecting the
financial position of the Company which have occurred between the end of the financial
year of the Company to which the financial statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year 2022-23 no significant and material orders were passed
by the regulators or courts or tribunals impacting the going concern status and company's
operations in future.
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DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
Your Company has no Subsidiary/Joint Ventures/Associate Companies.
Further, the Policy determining "material" subsidiaries has been posted on the
website of the Company i.e.
https://www.voltamptransformers.com/index.php/dashboard/policies .
DEPOSITS:
Your Company has not accepted any deposit during the year and there was
no deposit at the beginning of the year. Therefore, Chapter V of the Companies Act, 2013
relating to acceptance of deposits is not applicable and hence, no detail of the deposit
is given in the report.
SHARE CAPITAL:
During the year under review, the Company has neither issued any
securities nor has taken any Corporate Action for cancellation of issues securities,
hence, there is no change in share capital structure of the Company.
TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTOR EDUCATION AND
PROTECTION FUND:
The unclaimed dividend amount aggregating to ' 1,65,100 for the
financial year ended on 31st March, 2015 was transferred to the Investor
Education and Protection Fund established by the Central Government, during the financial
year ended 31st March, 2023, pursuant to Section 124 of the Companies Act,
2013. During the year Company has also transferred shares on which dividend remained
unclaimed and unpaid for a period of consecutive seven years pursuant to the provisions of
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 and subsequent amendments thereto by the Ministry of Corporate Affairs,
Government of India.
DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The disclosure of particulars relating to conservation of energy and
technology absorption and foreign exchange earnings and outgo as required by Section
134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules,
2014 is given in Annexure - I forming part of this report.
EMPLOYEES:
The industrial relations during the year under review have remained
cordial and satisfactory. The Board thanks all the Employees for their valuable
contribution to the working of the Company.
In accordance with the provisions of Section 197(12) of the Companies
Act, 2013 and Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the names and other particulars of employees and the
Disclosure pertaining to remuneration and other details are set out in the Annexure - II
to the Directors' Report. However, as per the provisions of Section 136(1) of the
Companies Act, 2013, the Directors' Report is being sent to the shareholders without this
Annexure. Shareholders interested in obtaining a copy of the Annexure may write to the
Company Secretary at the Company's Registered Office. The information is also available
for inspection at the corporate office during working hours up to the date of the Annual
General Meeting.
CORPORATE GOVERNANCE:
In compliance with the requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance is
given in Annexure - III along with certificate from M/s. CNK & Associates LLP,
Chartered Accountant (FRN : 101961W),confirming compliance with the requirement of
Corporate Governance.
MANAGEMENT DISCUSSION AND ANALYSIS:
A detailed review of the operations, performance and future outlook of
the Company and its businesses is given in the Management Discussion and Analysis Report
which forms part of this Report as Annexure - IV.
STATUTORY AUDITORS:
At the 55th Annual General Meeting held on 12th
August 2022, M/s. CNK & Associates LLP, Chartered Accountant (FRN: 101961W), were
reappointed as Statutory Auditors of the Company to hold the office till the conclusion of
the Annual General Meeting to be held in the year 2027.
The Report issued by M/s. CNK & Associates LLP, Chartered
Accountant (FRN: 101961W), Statutory Auditor for FY 2022-23 does not contain any
qualification, reservation, adverse remark or disclaimer.
The Auditor's certificate confirming compliance with conditions of
corporate governance as stipulated under Listing Regulations, for FY: 2022-23 is enclosed
to the Director's Report.
COST AUDITORS:
The Board of Directors, on recommendation of the Audit Committee, has
re-appointed M/s Y.S. Thakar & Co., Cost Accountants (Firm Registration No.000318) as
Cost Auditor of the Company, for the Financial year ending 31st March, 2024, at
a remuneration as mentioned in the Notice convening the 56th AGM and same is
recommended for your consideration and ratification.
The maintenance of cost records as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013 is required by the Company
and accordingly such accounts and records are made and maintained. The Company has filed
the Cost Audit Report for F.Y. 2021-22 on 23rd August, 2022, which is within
the time limit prescribed under the Companies (Cost Records and Audit) Rules, 2014. The
Report does not contain any qualification, reservation or adverse remark or disclaimer.
SECRETARIAL AUDITORS:
In accordance with the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
the Company has appointed M/s. J. J. Gandhi & Company, Practicing Company Secretaries,
Vadodara, to conduct the Secretarial Audit of the Company for the year ended 31st
March, 2023. The Secretarial Auditor has submitted their report which is appended to this
Report as Annexure V. The Secretarial Audit Report does not contain any qualification,
reservation, adverse remark or disclaimer.
AUDIT COMMITTEE :
The Company has an Audit Committee pursuant to the requirements of the
Act read with the Rules framed thereunder and LODR. Powers and role of the Audit Committee
are included in Corporate Governance Report forming part of this report.
COMMITTEES OF THE BOARD:
The details of all Committees and their terms of reference are set out
in the Corporate Governance Report.
RISK MANAGEMENT POLICY AND INTERNAL FINANCE CONTROL ADEQUACY:
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks in achieving key objectives of the Company. The Company has
developed and implemented Risk Management Policy of the Company to identify & evaluate
business risks and opportunities. This framework seeks to create transparency, minimize
adverse impact on the business objectives and enhance the Company's competitive advantage.
The internal control systems are commensurate with the nature, size and
complexity of the business of the Company. These are routinely tested and certified by
Statutory as well as Internal Auditors.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Shri Kunjal L. Patel (DIN: 00008354), whose term was expiring on 14th
March, 2022, was reappointed as Vice Chairman and Managing Director of the Company by the
Board of Directors of the Company at their meeting held on 31st January, 2022
for a further period of five (5) years commencing from 15th March 2022 to 14th
March, 2027 subject to approval of shareholders. The shareholders of the Company had
approved said reappointment by requisite majority through postal ballot on 15th
April, 2022.
During the year 2022-23, Smt. Paulomi J. Lashkari (DIN: 00274468)
resigned from office with effect from 2nd June, 2022 due to preoccupancy with
other family commitments, and Shri Rajendra C. Patel (DIN: 01681826) resigned from office
with effect from 27th July, 2022 due to advancement of age and preoccupancy
with other family commitments.
Shareholders of the Company with requisite majority through postal
ballot, had approved appointment of Ms. Visha S. Suchde (DIN: 05209312) and Shri Jabal C.
Lashkari (DIN: 00216994) as Independent Woman Director and Independent Director
respectively for the term of five years commencing from 20th June, 2022 upto 19th
June, 2027. Date of resolution passed through postal ballot is 31st July, 2022.
Shri Shailesh P. Prajapati is appointed as Chief Financial Officer of
the Company with effect from 25th May, 2022.
Apart from this, there is no change in Directors and Key Managerial
Personnel of the Company, during the year 2022-23.
RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT:
Shri Kanubhai S. Patel (DIN:00008395), Chairman & Managing Director
of the Company is liable to retire by rotation at this 56th AGM, pursuant to
section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with
Companies (Appointment and Qualification of Directors) Rule, 2014 (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) and being
eligible, has offered himself for re-appointment. Appropriate resolution for his
reappointment is being placed for the approval of shareholders of the Company at this AGM.
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of Section 134(3) (c) of the Companies Act, 2013, the
Directors, to the best of their knowledge and belief and according to the information and
explanations obtained by them in the normal course of their work, state that, in all
material respects:
(a) that in the preparation of the annual financial statements for the
year ended 31st March, 2023, the applicable accounting standards had been
followed along with proper explanation relating to material departures, if any;
(b) that 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 31st March, 2023 and of the profit of the company for that
period;
(c) that proper and sufficient care has been taken 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;
(d) that Financial Statements have been prepared on a going concern
basis;
(e) that internal financial controls to be followed by the company have
been laid down and that such internal financial controls are adequate and are operating
effectively. and
(f) that proper systems to ensure compliance with the provisions of all
applicable laws are in place and that such systems are adequate and operating effectively.
INDEPENDENT DIRECTORS:
The Independent Directors hold office for a fixed term and are not
liable to retire by rotation.
Each Independent Director has given written declaration to the Company
confirming that he/she meets the criteria of independence as mentioned under Section
149(6) of the Act and regulation 16(1)(b) of the Listing Regulations. The Independent
Directors have also submitted a declaration that they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgment and without any
external influence, pursuant to Regulation 25 of the Listing Regulations.
NUMBER OF MEETINGS OF THE BOARD:
During the financial year under review, four Meetings of the Board of
Directors were held. The details of the attendance of Directors at the Board Meetings are
mentioned in the report on the Corporate Governance annexed hereto.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Policy of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a
Director and other matters provided under sub-section (3) of section 178, is appended as
Annexure - VI to this Report. The Policy has been posted on the website of the Company
(http://www.voltamptransformers.com/ pdf/nomination_remuneration_policy.pdf)
ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of Board
including the individual Directors are based on certain key measures, viz. Attendance of
Board Meetings and the Committee Meetings, qualitative contribution in deliberations on
agenda items, long term view in the inputs regarding development and sustainability of the
Company and consideration of shareholders and other stakeholders' interests.
The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. A member of the Board does not
participate in the discussion of his / her evaluation. The Board of Directors has
expressed their satisfaction to the evaluation process.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:
There are no guarantees and securities given in respect of which
provision of Section 186 of the Act are applicable. Provision of Section 186 in respect of
loans and advances given and investment made have been complied with by the Company.
Details of the same is available in notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED
TO IN SECTION 188(1):
There are no contracts or arrangements entered into with related
parties fall under the scope of section 188(1) of the Companies Act 2013, except payment
of managerial remuneration to Managing Directors.
Further, the policy on Related Party Transactions duly approved by the
Board of Directors of the Company has been posted on the website of the Company.
(http://www.voltamptransformers.com/pdf/related_party_transactions_policy.pdf)
CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility (CSR) Committee is constituted by
the Board of Directors, pursuant to Section 135 of the Companies Act, 2013 and CSR policy
has also been framed by the Board as per the said Section and the Rules made thereunder.
The Policy on CSR has been posted on the website of the Company
(http://www.voltamptransformers.com/pdf/ corporate_social_responsibility_policy.pdf).
The details about initiatives taken by the Company on Corporate Social
Responsibility during the year is appended at Annexure - VII of the report.
ANNUAL RETURN:
In accordance with the provisions of Section 92(3) of the Act, Annual
Return of the Company can be accessed at
https://www.voltamptransformers.com/index.php/dashboard/others
VIGIL MECHANISM /WHISTLE BLOWER POLICY:
The Whistle Blower Policy (Vigil Mechanism) was constituted by the
Board of Directors, pursuant to Section 177 of the Companies Act, 2013 and the Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,to report
genuine concerns of Directors and Employees. The Policy has been posted on the website of
the Company https://www.voltamptransformers.com/index.php/dashboard/policies. Further, we
affirmed that no personnel have been denied access to the Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaint
Committee (ICC) has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this policy. During the year under review, no complaints were reported to the Board.
BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
As stipulated under the listing Regulations, the Business
Responsibility & Sustainability Report describing the initiatives taken by the Company
from an environmental, social and governance perspective is attached in the format
prescribed as Annexure VIII and forms integral part of the Annual Report.
SECERETARIAL STANDARD:
The Company comply with all applicable secretarial standards issued by
the Institute of Company Secretaries of India.
APPRECIATION AND ACKNOWLEDGEMENT:
Your Directors wish to place on record their appreciation for the
continued support & co-operation extended during the year by the Company's customers,
business associates, vendors, bankers, investors, Govt. authorities & other
Stakeholders.
The Board also expresses its appreciation towards the contribution made
by all the Employees of the Company.
|
For and on behalf of the Board |
| Place : Vadodara |
Kanubhai S. Patel |
| Date : 25th May, 2023 |
Chairman & Managing Director |
|
DIN:00008395 |
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