Dear Shareholders,
Your Directors have pleasure in presenting the 58th Directors' Report
and Financial Statements for the Financial Year ended March 31, 2025.
FINANCIAL RESULTS:
|
|
(Rs. in Lakhs) |
| PARTICULARS |
2024-2025 |
2023-2024 |
| Net Sales and Service Income |
1,93,423.03 |
1,61,622.27 |
| Profit before Finance cost and Depreciation |
45,091.72 |
41,132.78 |
| Finance Cost |
144.60 |
208.16 |
| Depreciation |
1,316.81 |
1,136.97 |
| Profit Before Tax* |
43,630.31 |
39,787.65 |
| Current Tax |
10,337.26 |
8,611.01 |
| Deffered Tax |
740.25 |
413.04 |
| Income Tax of earlier year |
11.48 |
27.53 |
| Net profit after Tax before comprehensive
loss |
32,541.32 |
30,736.07 |
| Other Comprehensive Loss |
(35.20) |
(27.11) |
| Net Profit after Tax |
32,506.12 |
30,708.96 |
* Includes profit (gain) of ' 36.84 crores towards appreciation in
value of investment Marked to Market adjustment) (Previous year: ' 53.67 crore), being
book entry.
PERFORMANCE REVIEW & STATE OF THE COMPANY
AFFAIRS:
Operations :
During the year under review, the Company achieved its highest-ever
sales and service revenue of ' 1,934.23 crores, marking a significant increase from '
1,616.22 crores in the previous year. This growth was also reflected in sales volume,
which rose to 15,460 MVA from 13,070 MVA in the previous year.
The Company's profitability remained robust, with Profit Before Tax
(PBT) increasing to ' 436.30 crores, compared to ' 397.88 crores in the previous year.
Profit After Tax (PAT) also improved, reaching ' 325.41 crores, up from ' 307.36 crores in
the previous year.
This strong operational and financial performance underscores the
Company's continued focus on efficient execution, market responsiveness, and value
creation for stakeholders.
Operating and Financial Performance Overview:
The Company's operating performance for the year under review was
aligned with its strategic business plan to enhance revenue and volume. During the year,
the Company achieved exceptional results, recording its highest-ever sales revenue and
profitability in its vibrant history. Despite a challenging macroeconomic environment
characterized by volatile raw material prices, the Company reported record-breaking
revenue, EBITDA, and PAT, with capacity utilization exceeding 100%.
Reflecting the Company's outstanding performance, the Board of
Directors has proposed a dividend of 1000%, i.e., ' 100 per equity share on a face value
of ' 10—also the highest in the Company's history. This translates to a total payout
of ' 101.17 crores, representing a 43% payout of after-tax profit (adjusted for CAPEX and
marked-to-market gains, which are book entries).
Sector Outlook and Business Environment:
Looking ahead, the outlook for the Indian power sector remains
promising and transformative. A continued shift towards renewable energy, accompanied by a
focus on capacity expansion, is expected. The sector is poised for sustainable growth and
is set to be a key enabler of the nation's future development.
Market momentum remains strong, with a robust enquiry pipeline. The
Company does not currently foresee any slowdown in CAPEX spending across its addressable
market segments, which will support full utilization of production capacity. However, the
anticipated new capacity additions in the transformer industry may affect price
realization, leading to margin normalization over time.
Strategic Focus and Capacity Planning:
For FY 2025-26, the Company is targeting full capacity utilization.
Consistent with its strategic approach, the Company remains selective in order
acquisition. In the current environment of supply chain constraints, it has adopted a
policy of not accepting orders with delivery schedules beyond nine months, in order to
mitigate the risk of margin erosion.
As of today, the Company holds a healthy order book of ' 1129 crores
(equivalent to 9856 MVA). Sufficient market demand exists to support full capacity
utilization in FY 2025-26. The Company will continue to pursue only profitable growth
opportunities, with a strong emphasis on maintaining a healthy balance sheet.
For detailed analysis of the performance, please refer to the
Management Discussion and Analysis section of the Annual Report given in Annexure-IV.
UPDATE ON CAPEX:
All the formalities related to acquisition of land got completed during
the financial year 2024-25 and factory building construction has started for new power
transformers factory at Jarod, Vadodara. New power transformer factory construction work
is progressing as planned. Long lead time plant and machinery orders concluded with
vendors.
DIVIDEND:
Your Directors take pleasure in recommending payment of dividend at
1000% (i.e. '100 per share) of '10 each, for the year ended March 31, 2025. 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 F.Y. 2024-25.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business during the financial year
2024-25.
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 2024-25 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.
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/investors desk/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 '1,45,440/- for the
financial year ended on March 31, 2017 was transferred to the Investor Education and
Protection Fund established by the Central Government, during the financial year ended
March 31, 2025, 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. J. J. Gandhi & Co., Practicing
Company Secretaries, FCS No.3519 and CP No.2515, 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 appointed 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 2024-25 does not contain any
qualification, reservation, adverse remark or disclaimer.
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 March 31, 2026, at a
remuneration as mentioned in the Notice convening the 58th 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. 2023-24 on August 02, 2024, 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 March 31,
2025. 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.
The Auditor's certificate confirming compliance with conditions of
corporate governance as stipulated under Listing Regulations, for FY:2024-25 is enclosed
to the Director's Report.
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:
There is no change in Directors and Key Managerial Personnel of the
Company, during the year 2024-25.
RETIREMENT BY ROTATION AND SUBSEQUENT
RE-APPOINTMENT:
Smt. Taral K. Patel (DIN: 00023066), Non-Executive Director of the
Company is liable to retire by rotation at this 58th 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 March 31, 2025, 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 March 31, 2025 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
https://www.voltamptransformers.com/investors desk/policies
ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of Board
including the Independent 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.
https://www.voltamptransformers.com/investors desk/policies .
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
https://www.voltamptransformers.com/investors desk/policies
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/investors
desk/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 : May 03, 2025 |
Chairman & Managing Director |
|
DIN:00008395 |