Dear Members,
Your directors have pleasure in presenting before you the 41st (Forty-one) Annual
Report of your Company on the business and operations together with the Audited Financial
Statements and Auditors' Report for the financial year ended 31st March, 2023. The
performance of the Company during the year under Report is summarized as below:
FINANCIAL HIGHLIGHTS:
The summarized financial results of our operations for the Financial Year ending 31st
March, 2023 are detailed hereunder.
(Rs.in lakhs)
Particulars |
2022-23 |
2021-22 |
Revenue from operations |
2905.27 |
966.43 |
Other Income |
38.98 |
46.34 |
Total Revenue |
2944.25 |
1012.77 |
Profit/(Loss) before Interest & Depreciation |
295.24 |
(223.63) |
Add : Interest and Finance Charges |
119.40 |
85.72 |
Add : Depreciation |
102.66 |
111.65 |
Profit/ (Loss) After Interest & Depreciation |
73.18 |
(421.00) |
Exceptional Items |
-- |
|
Profit/ (Loss) before Tax |
73.18 |
(421.00) |
Current Tax |
-- |
|
Deferred Tax Assets/(Liabilities) [Net) |
28.26 |
24.91 |
Profit/ (Loss) before Tax |
101.44 |
(396.09) |
Other Comprehensive Income |
(2.50) |
6.34 |
Total Comprehensive Income for the Year |
98.94 |
(389.75) |
Earnings per Share (Basic & Diluted) |
1.08 |
(4.26) |
Note: Previous year's figures are regrouped wherever necessary.
FINANCIAL PERFORMANCE:
Your Company has achieved profit during the current year after lapse of 7 years in
spite of several adverse situations like challenging macro-economic environment driven by
volatile raw material price environment, higher oil price and supply chain uncertainties
and insufficient working capital finance during the current year
Bhubaneswar Unit : In Odisha, Tata power has taken over utility companies and have
completely changed the specification of transformers and stipulated submission of
performance guarantee of 10 % valid for 5 years excluding claim period and the payment
will be made after 45 days. With limited finance availed by the company from state bank of
India, the company couldn't accept and execute orders from Tata Power resulting reduction
of turnover of the unit. The unit depends only on private customers & Private
contractors like L& T, Reliance Jio, Jindal, Tata Steel & Thriveni Earth Movers
etc. during the current year and achieved a turnover of 1564.91 lacs (Previous year
-978.05 lacs). During last financial year, the Bhubaneswar Unit executed few prestigious
& marquee orders like supply of 3 Nos. 2000 KVA, 33KV Transformers to World's largest
Hockey Stadium at Rourkela, and for District Medical College & Hospital at Jajpur&
Puri.
Bhubaneswar unit developed, designed, manufactured & delivered Customized
Transformers for correction of fluctuation of Voltage to Tata Power Central Odisha Company
Limited, Tata Power Northern Odisha & Southern Odisha Company Limited.
The unit is having orders about 4.13 crores as on 31.03.2023 and expecting further
orders of about 4.00 crores shortly. The unit is hopeful of achieving a turnover of 20.00
crores during the next financial year 2023-24.
Vadodara Unit : The unit had stopped its manufacturing activities during 2021-22
for want of orders and focused on repair of pending G P failed transformers and supply to
electricity utility companies. During the current year the company had participated in
tenders & procured orders for electricity utility companies and achieved turnover of
1370.58 lacs during the year. The unit is having orders in hand worth of 30.18 crores as
on 31.03.2023.
The unit is facing lot of problem in execution of orders, submission of performance
bank guarantee etc. due to limited working capital finance from the Axis Bank during the
current year. The company is able to get unsecured loans from promoters able to achieve
the turnover and profit during the current year 2022-23. However, the management is
hopeful of getting enhance working capital finance from the bank so that they can achieve
higher turnover during next year.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
No unclaimed dividend amounts due for transfer to IEPF.
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED
UNDER SECTION 186 OF THE COMPANIES ACT, 2013:
The particulars of the loans, guarantees and investments covered under provisions of
the Section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and
its Powers) Rules, 2014 are given in the notes to the financial statements, which forms
part of this Annual Report.
DISCLOSURE OF PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING 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 of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are given in Annexure
"A".
PERSONNEL:
None of the employees of the Company has been in receipt of remuneration exceeding the
amounts envisaged under Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 of the Companies Act, 2013.
DEPOSITS:
Your Company has not accepted any deposit during the year and there was no deposit at
the beginning of the year. Therefore, Section 73 to 76 of the Companies Act, 2013 read
with Companies (Acceptance of Deposits) Rules, 2014 made under Chapter VI 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.
TRANSFER TO GENERAL RESERVE:
The Company has made no transfer to General Reserve during the financial year 2022-23.
DIVIDEND:
Your directors have not recommended any Dividend during this financial year.
SHARE CAPITAL:
The Paid-up share Capital of the Company stood at Rs. 91506450.00 consisting of 9150645
of equity shares of Rs. 10/ - each. During the year under review, the company has not
issued any fresh securities.
DETAILS OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANIES
The Company has no Subsidiary/Joint Venture/Associate Companies.
CORPORATE GOVERNANCE :
Corporate Governance is the system by which Companies are directed and controlled. It
also includes Board's accountability to the Company and stakeholders, strategic vision and
effective monitoring by the Board, protection and equitable treatment of all stakeholders
as well as timely disclosure. Corporate governance is a journey for constantly improving
sustainable value creation and is an upward moving target. Corporate governance at Alfa
Transformers Limited (ATL) is a value-based framework to manage our Company affairs in a
fair and transparent manner. We have evolved guidelines and best practices over the years
to ensure timely and accurate disclosure of information regarding our financials,
performance, leadership and governance of the Company. We are an ethically responsible
company, operate with transparency, and validate commitment and sincerity, both vertically
and horizontally across the organization with a spirit of integrity. The Company has
complied with all mandatory provisions of Corporate Governance as prescribed under SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015. In compliance with
Regulation 34 of the Listing Regulations, a separate report on Corporate Governance is
annexed in "Annexure B", along with the certificate from M/s PAMS &
Associates, Chartered Accountants confirming compliance with the requirement of Corporate
Governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT :
Management's Discussion and Analysis for the year under review is presented in a
separate section as Annexure C' forming part of the Annual Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed that :
i) In the preparation of the annual accounts for the year ended March 31, 2023, the
applicable accounting standards had been followed along with proper explanation relating
to material departures;
ii) The directors had 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 state of affairs of company at end of Financial Year of Profit and Loss of
company for that period.
iii) The directors had 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 company and for preventing and detecting fraud and other irregularities.
iv) The directors had prepared the annual accounts on a going concern basis; and
v) The directors had laid down internal financial controls to be followed by company
and that such internal financial controls are adequate and were operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL :
Pursuant to provisions of section 152 and all other applicable provisions of Companies
Act 2013 and the Companies (Appointment and Remuneration) Rules 2014, the tenure of Mr.
Dillip Kumar Das is going to expire 06/08/2023 and as recommended by Nomination &
Remuneration Committee, Audit Committee and Board is extended by 3 years subject to
approval of shareholders. Similarly, the tenure of directorship of Mr Debasis Das has
expired on 31/03/2023 and as recommended by Nomination & Remuneration Committee, Audit
Committee and Board has extended his tenure by 3 years subject to approval of
shareholders.
During the current year, Mr. Amarnath Tripathy has resigned from the post of Company
Secretary & Mr Sambit Kar has joined as new Company Secretary.
Mr. Gopal Krishna Gupta & Mr Prafulla Kumar Panda, director of the Company has
resigned and Mr Sandip Kumar Mohanty has joined as additional Director (Independent)
during the current year.
INDEPENDENT DIRECTORS:
In accordance with Section 149(7) of the Act, each Independent Director has given
written declaration to the Company confirming that they meet the criteria of Independence
as mentioned under Section 149(6) of the Act and SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015. The Company has put in place an induction and
familiarization program for all its directors including the Independent Directors.
KEY MANAGERIAL PERSONNEL:
During the year under review, there was change in the key managerial personnel of the
Company as mentioned below:-Resignation of Company Secretary Mr Amarnath Tripathy on
21/02/2023.
Appointment of Company Secretary Mr Sambit Kar on 22/02/2023.
STATUTORY AUDITORS :
M/S PAMS & Associates have given their consent for re-appointment along with the
eligibility certificate as per Section 141 of the Companies Act, 2013. Your directors
request your approval to appoint them as statutory auditors of the Company to hold office
from Conclusion of this AGM to the next AGM.
SECRETARIAL AUDITOR:
The Board of Directors of the Company has appointed M/S Saroj Ray & Associates,
Company Secretaries, Bhubaneswar under Section 204 of Companies Act 2013 and the Companies
(Appointment & Remuneration of Managerial Personnel) Rules 2014 to conduct secretarial
audit of the Company for the financial year 2023-24. The Report of the Secretarial Auditor
in Form MR-3 for the financial year 2022-23 is attached in Annexure D.
INTERNAL AUDITOR :
Your Company has appointed M/s. Goutam Lenka & Co. as the Internal Auditor for
Vadodara Unit and Bhubaneswar Unit of the Company for the financial year 2023-24.
COMMENTS ON STATUTORY AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:
Neither the statutory auditors nor the secretarial auditors of the company, in their
respective reports, have made any qualifications, reservations or adverse remarks. The
Statutory Auditors have not reported any incident of fraud to the Audit Committee or the
Board of Directors under Section 143 (12) of the Companies Act 2013 during the financial
year ended 31st March, 2023. The company continues to adopt practices to ensure best
practice as per Indian Accounting Standards and Corporate Governance standards.
DISCLOSURE AS PER LISTING AGREEMENT:
Cash Flow : The cash flow statement in accordance with accounting standard is
appended to this Annual Report. Related Party Transactions: As a matter of policy,
your company carries transactions with related parties on an arm-length basis. Statement
of these transactions is given in the Notes to the financial statements, forming part of
this Annual Report. The particulars of which is appended as Annexure-F.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the Financial Year 2022-23 to which the
Financial Statements relate and the date of the Board's' Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS: During
the financial year 2022-23 no significant or material orders were passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company's operation in
future.
CHANGE IN NATURE OF BUSINESS : During the year under review, there has been no
change in the nature of business of the Company.
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 Auditor as well as Internal
Auditors.
EXTRACT OF ANNUAL RETURN: The Extract of Annual Return in Form No. - MGT 9 as on
31.03.2023 is appended to this Report as Annexure-E.
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.
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 Rules made there under and SEBI
(LODR) 2015 to report genuine concerns of directors and Employees. The Policy has been
posted on the website of the company. (http://www.alfa.in).
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (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 Work Place (Prevention, Prohibition and Redressal)
Act 2013. 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.
HUMAN RESOURCES:
Your Company believes that human resources will play a critical role in its future
growth. With a focus on nurturing and retaining talent, your Company provides avenues for
learning and development through functional, behavioral and leadership training programs,
knowledge exchange conferences and providing communication channels for information
sharing, to name a few of the initiatives.
SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval by the Central Government to the Secretarial Standards
specified by the Institute of Company Secretaries of India, the Secretarial Standards on
Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect
from 1st July 2015. The Company is in compliance with the Secretarial Standard.
Listing:
The Company's shares are listed on the The Bombay Stock Exchange Limited'. The
Annual listing fees to the The Bombay Stock Exchange Limited' for the year 2023-24
has been paid.
Voluntary Delisting from Bhubaneswar and Calcutta Stock Exchanges:
The Company had already submitted all documents as per rule to Bhubaneswar &
Calcutta stock Exchange for delisting of shares. Permission is still awaited
ACHIEVEMENTS:
1) QUALITY SYSTEM : The company was accredited ISO 9001-2008 for quality
management system with respect to "Design, Manufacture, Repair and sale of Power
Transformers & Distribution Transformers" from 1997 with continuity. The present
registration is accredited by TUV SUD South Asia Private Limited from 15/05/2021 which is
valid up to 14/ 05/2024 for Bhubaneswar Unit.
2) The Company has got BIS certificate for various rating of Distribution
Transformers for Bhubaneswar. The company is also investing heavily in prototype and type
testing of other ratings of transformers for inclusion in BIS for offer larger bouquet of
products to the market.
3) Bhubaneswar unit developed, designed, manufactured &supplied Customized
Transformers for correction of fluctuation of Voltage to Tata Power Central Odisha Company
Limited, Tata Power Northern Odisha & Southern Odisha Company Limited.
INDUSTRIAL RELATIONS:
The industrial relations continued to be generally peaceful & cordial.
ACKNOWLEDGEMENTS:
Your Directors would like to acknowledge and place on record their sincere appreciation
to all stakeholders, clients, Bank, Central & State government, the company's valued
investors and all other business partner for their continued cooperation and excellent
support received during the year.
FOR AND ON BEHALF OF THE BOARD
|
Sd/- |
Sd/- |
PLACE : BHUBANESWAR |
DILLIP KUMAR DAS |
DEBASIS DAS |
DATE : 16th June, 2023 |
MANAGING DIRECTOR |
DIRECTOR |
ANNEXURE "A" TO THE DIRECTORS' REPORT
TECHNOLOGY ABSORPTION, ENERGY CONSERVATION, AND FOREIGN EXCHANGE EARNING 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 of the
Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and forming part of the
Report of the Board of Directors for the period ended 31.03.2023 is as follows:
A. CONSERVATION OF ENERGY : Energy conservation continues to be accorded high
priority by your Company. The Company has already taken up steps for implementing Energy
Conservation measures by replacing of all conventional machineries, creating awareness
among employees, regulated usage of plant, machinery and other equipment's and use of
energy saving equipment's.
B. TECHNOLOGY ABSORPTION:
Efforts, in brief, made towards technology absorption and innovation: Extensive
training in technical and management fields with a special emphasis on Total Quality
Management.
Benefits derived as a result of the above efforts: Improvement in product quality
Technology imported during last years: Company has successfully absorbed the transfer
of Technology from Hitachi Metals (India) Limited for its Metaglas Amorphous Project.
C. FOREIGN EXCHANGE EARNINGS &OUTGO : The Foreign Exchange Earnings & Outgo
is NIL during the period.
FOR AND ON BEHALF OF THE BOARD
|
Sd/- |
Sd/- |
PLACE: BHUBANESWAR |
DILLIP KUMAR DAS |
DEBASIS DAS |
DATE : 16th June, 2023 |
MANAGING DIRECTOR |
DIRECTOR |