SAVAS ENGINEERING COMPANY PRIVATE LIMITED THE ANNUAL REPORT Board of Directors

Transcription

1 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC SAVAS ENGINEERING COMPANY PRIVATE LIMITED THE ANNUAL REPORT Board of Directors Sr. No. Name of the Director DIN Designation 1 Mr. Sunil Jain Whole-time Director & CEO 2 Mrs. Aakanksha Mamtora Director 3 Mr. Niki Ghumra Director Bankers IDBI Bank Ahmedabad Auditors M/s. Parikh & Majmudar, Chartered Accountants Ahmedabad Registered Office 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad, Gujarat CIN: U29197GJ1999PTC081203

2 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC NOTICE NOTICE is hereby given that the Annual General Meeting of Savas Engineering Company Pvt. Ltd. will be held on Thursday, 3 rd day of September, 2015 at Noon at the Registered Office of the Company to transact the following business: Ordinary Business: 1. To receive, consider and adopt the Balance Sheet as at 31 st March 2015, the Profit and Loss Account for the year ended on 31 st March, 2015 and the report of the Directors and Auditors Report thereon. 2. To appoint a Director in place of Mrs. Aakanksha Mamtora (DIN: ), who retires by rotation and, being eligible, offers herself for re-appointment. 3. To re-appoint auditors of the Company to hold office from the conclusion of this Annual General Meeting until the conclusion of Annual General Meeting for the Financial Year ended on and to fix their remuneration and to pass the following resolution thereof. RESOLVED THAT pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules made thereunder, and pursuant to the recommendations of the Board of Directors, M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad, (Firm Registration No W) be and are hereby re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting to the conclusion of Annual General Meeting for the Financial Year ended on (subject to ratification of the appointment by the members at every Annual General Meeting held after this Annual General Meeting) and that the Board of Directors be and are hereby authorised to fix such remuneration as may be determined in consultation with the auditors, and that such remuneration as may be agreed upon between the auditors and the Board of Directors. By Order of the Board of Directors Sunil Jain Place: Ahmedabad Whole-time Director & CEO Date: 18 th May, 2015 (DIN: ) Registered Office: 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad, Gujarat CIN: U29197GJ1999PTC Notes A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of himself and such proxy need not be a member of the Company. Proxies in order to be effective must reach the registered office of the Company not less than 48 hours before the scheduled commencement of the meeting. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the total share capital of the Company.

3 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC DIRECTOR S REPORT Dear Shareholders, The Board of Directors have pleasure in presenting Annual Report together with the Audited Statement of Accounts of your Company for the period ended on 31 st March, (Rs. in Lacs) Financial Result Net Revenue from Operations Other Income Total Revenue Cost of Raw Material Consumed (Increase)/Decrease in Inventories of Finished Goods and Work in Progress (165.26) (151.75) Employee & Consultancy Benefits Expenses Finance Cost Depreciation & Amortization Expenses Other Expenses Total Expenses Profit/(Loss) before tax (371.95) (169.17) Tax Expenses (104.27) (37.65) Profit/(Loss) after tax (267.68) (131.52) Result of Operations During the Financial year , the Company has achieved total Revenue from operations of Rs Lacs as against the previous year Rs Lacs, the Loss before Tax of Rs Lacs as against previous year s loss of Rs Lacs and the Net Loss after Tax of Rs Lacs as against previous year s loss of Rs Lacs. Dividend Your directors considered it prudent to conserve the resources of the company to sustain future growth and as such have not recommended any dividend for the financial year (last year Nil). Transfer to Reserves Your directors have not recommended transfer to the General Reserve. Share Capital During the year, the Company has increased its Authorised Share Capital to Rs Lacs from Rs Lacs by creation of additional 1,70,000 Equity Shares of Rs. 10 each on 10 th February, 2015.

4 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC Paid up capital of the company has been increased to Rs Lacs from Rs Lacs by way of issue of 1,77,800 equity shares of Rs. 10/- each to the existing equity shareholders of the Company due to conversion of loan into Equity on 12 th March, The paid up Equity Share Capital as on 31 st March, 2015 stood at Rs Lacs. Right Issue During the year under review, the Company has issued 1,77,800 by way of Right Issue in the ratio of 14 new share against 1 Equity Shares of Rs. 10 each to M/s. Transformers & Rectifiers (India) Limited for the consideration other than cash on 12 th March, Registered office Change During the year, the Company has changed its Registered Office from Narayani Apartment, 1 st Floor, Ganesh Nagar, Erandawane, Pune, Maharashtra to 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad, Gujarat w. e. f. 16 th October, Directors Mrs. Aakanksha Mamtora (DIN: ) retires by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment in accordance with the provisions of the Articles of Association of the Company. During the year, the Board has appointed Mr. Nikki Ghumra as Director of the Company being regularized in last Annual General Meeting. Further the Board of Directors of the Company comprises of Mr. Sunil Jain, Mr. Aakanksha Mamtora and Mr. Niki Ghumra. Fixed Deposit The Company has neither accepted nor invited any deposit from public, falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, Particulars of Loans, Guarantees and Investments Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. Number of the Meetings of the Board Regular meetings of the Board are held at least once in a quarter inter-alia, to review the quarterly results of the Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other businesses. During the FY , the Board met Seven (7) times i.e. 1 st July, 2014, 28 th July, 2014, 13 th October, 2014, 28 th October, 2014, 13 th January, 2015, 12 th February, 2015 and 12 th March, 2015.

5 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC Sexual Harassment of Women at Workplace There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, Directors Responsibility Statement As stipulated in Section 134(3) (c) read with sub section 5 of the Companies Act, 2013, Directors subscribe to the Directors Responsibility Statement, and confirm that: 1. In preparation of annual accounts for the year ended on 31 st March, 2015, the applicable accounting standards have been followed and that no material departures have been made from the same; 2. 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 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; 3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; 4. The Directors had prepared the annual accounts for the year ended on 31 st March, 2015 on going concern basis; and 5. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. Holding Company During the year under review, M/s. Transformers & Rectifiers (India) Ltd. has acquired the Shares of the Company and hence the Company has become the wholly owned subsidiary of M/s. Transformers & Rectifiers (India) Ltd. Material Changes and Commitment affecting financial position of the Company There are no material changes and commitments affecting the financial position of the Company which has occurred between at the end of financial year of the Company i.e. 31 st March, 2015 and the date of Director s Report i.e. 18 th May, 2015.

6 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC Extract of Annual Return Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the Annual Return as at 31 st March, 2015 in Form MGT-9 forms part of this Annual Report as Annexure - 1. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo Information relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo required under Section 134 (3)(m) of the Companies Act, 2013 forms part of this Annual Report as Annexure 2. Contracts or Arrangements with Related Parties All the related party transactions that were entered during the financial year were in the Ordinary course of business of the Company and were on arm s length basis. There were no materially significant related party transactions entered by the Company with its Promoters, Directors or other persons which may have potential conflict with the interest of the Company. The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC - 2 forms part of this Annual Report as Annexure - 3. Particulars regarding Employees Particulars of employees under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable this year, as there were no employees drawing the remuneration of Rs. 60 Lacs or more, paid in respect of persons employed throughout the financial year or to whom remuneration of Rs.5 lacs or more per month, paid in respect of persons employed for part of the financial year. Auditor The Auditors of the Company, M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad, (Firm Registration No W) will retire at conclusion of ensuring Annual General Meeting and being eligible, have offered themselves for re-appointment. The Company has received a written certificate from Auditors stating their appointment, if made, would be within prescribed limit under Section 139(1) of the Companies Act, 2013 and the Rules made thereunder, and pursuant to the recommendations of the Board of Directors, M/s. Parikh & Majmudar, Chartered Accountants, Ahmedabad, (Firm Registration No W) be re-appointed as Auditors of the Company.

7 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC Your Directors request you to reappoint the Auditors to hold the office from the conclusion of this Annual General Meeting to the conclusion of Annual General Meeting for the Financial Year ended on (subject to ratification of the appointment by the members at every AGM held after this AGM) and fix their remuneration. Auditor s Report Notes forming part of the accounts are self-explanatory as far as Auditor s Report is concerned and therefore, it does not require any further comments. Acknowledgements Your Directors would like to place on record their sincere gratitude for the support received from its parent Company M/s. Transformers & Rectifiers (India) Ltd., suppliers and bankers. The Board of Directors also takes this opportunity to acknowledge the dedicated efforts and commitment made by employees at all levels and their contribution towards the Company during the period. By Order of the Board of Directors Sunil Jain Place: Ahmedabad Whole-time Director & CEO Date: 18 th May, 2015 (DIN: ) Registered Office: 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad, Gujarat CIN: U29197GJ1999PTC081203

8 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC ANNEXURE - 1 TO THE DIRECTOR S REPORT FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31 ST MARCH, 2015 [Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. Registration and Other Details i) CIN U29197GJ1999PTC ii) Registration Date 05/08/1999 iii) Name of the Company Savas Engineering Company Pvt. Ltd. iv) Category / Sub-Category of the Company Private Limited Company v) Address of the Registered office and contact details vi) Whether listed company No vii) Name, Address and Contact details of Registrar and Transfer Agent, if any II. Principal Business Activities of the Company Sr. No. Name and Description of main products / services 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat. N.A. NIC Code of the product / service % of total turnover of the Company 1 Parts of Transformer % III. Particulars of Holding, Subsidiary and Associate Companies Sr. No Name and Address of the Company 1 Transformers & Rectifiers (India) Ltd. Survey No. 427 P/3-4 and 431 P/1-2, Sarkhej - Bavla Highway, Village: Moraiya, Taluka: Sanand, Ahmedabad , Gujarat. CIN/GLN Holding / Subsidiary / Associate % of shares held Applicable Section L33121GJ1994PLC Holding 100% Section 2(46)

9 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC Sr No (A) (a) (b) (B) (C) IV. Shareholding Pattern (Equity Share Capital Breakup as percentage of Total Equity) i) Category wise Share Holding Category of Shareholder Shareholding of Promoter and Promoter Group Individuals/ Hindu Undivided Family Bodies Corporate Total Shareholding of Promoter and Promoter Group (A) Public shareholding (B) No. of shares held at the beginning of the year De Physical Total % of mat Total Shares No. of shares held at the end of the year De Physica Total % of mat l Total Shares % of change during the year (50) Total (A)+(B) Shares held by Custodians for GDRs & ADRs Grand Total (A)+(B)+(C) ii) Shareholding of Promoters Sr No Promoters Name Shareholding at the beginning of the year No of Shares % of total Shares of the Company % of Shares Pledged / encumbere d to total shares Shareholding at the end of the year No. of Shares % of total Shares of the Compan y % of Shares Pledged / encumbere d to total shares % change in shareho lding during the year 1 Mr. Sunil Jain (50) 2 Transformers & Rectifiers (I) Ltd

10 Sr. No. iii) Change in Promoters Shareholding Promoters Shareholding SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC Shareholding at the beginning of the year No. of shares % of the total shares of the Company Cumulative Shareholding during the year No. of shares % of total shares of the Company 1. Mr. Sunil Jain At the beginning of the year Sale ( ) (6350) At the end of the year Transformers and Rectifiers (India) Ltd. At the beginning of the year Purchase ( ) Right Issue ( ) At the end of the year iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs Not Applicable v) Shareholding of Directors and Key Managerial Personnel Sr. No For Each of the Directors and KMP Shareholding at the beginning of the year No. of shares % of the total shares of the Company Cumulative Shareholding during the year No. of shares % of total shares of the Company 1. Mr. Sunil Jain At the beginning of the year Change during the year (6350) 50 (6350) 50 At the End of the year Mrs. Aakanksha Mamtora At the beginning of the year Change during the year At the End of the year Mr. Niki Ghumra At the beginning of the year Change during the year At the End of the year

11 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC V. Indebtedness Indebtedness of the Company including interest outstanding / accrued but not due for payment Particulars Secured Loan excluding deposits Unsecured Loans (Rs. In Lacs) Deposits Total Indebtedness Indebtedness at the beginning of the financial year i. Principal Amount ii. Interest due but not paid iii. Interest accrued but not due Total (i+ii+iii) Change in Indebtedness during the financial year Addition Reduction (186.37) (355.60) - (541.97) Net Change (186.37) (355.60) - (541.97) Indebtedness at the end of the financial year i. Principal Amount ii. Interest due but not paid iii. Interest accrued but not due Total (i+ii+iii) VI. Remuneration of Directors and Key Managerial Personnel A. Remuneration to Managing Director, Whole-time Director and/or Manager Sr. No. Particulars of Remuneration Name of Wholetime Director Mr. Sunil Jain Total Amount (Rs. In Lacs) 1. Gross salary a. Salary as per provisions contained in section 17(1) of the Income-tax. Act, 1961 b. Value of perquisites u/s 17(2) Income-tax Act, c. Profits in lieu of salary under section 17(3) Incometax - - Act, Stock option Sweat Equity Commission - As % of profit Other, Specify Other, please specify HRA - - Retirement Benefit - - Total (A) Ceiling as per the Act Within the limit of the Act

12 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC B. Remuneration to other directors Not Applicable C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD Not Applicable VII. Penalties / Punishment / Compounding of Offences NIL

13 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC ANNEXURE-2 TO THE DIRECTOR S REPORT Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo required under the Companies (Accounts) Rules, 2014 (A) Conservation of Energy: i) The steps taken or impact on conservation of energy for ; There were no major steps taken for conservation of energy during the year. ii) The steps taken by the Company for utilizing alternate sources of energy; There were no major steps taken for utilizing alternate sources of energy. iii) The capital investment on energy conservation equipment. There is no such specific investments done by the Company. (B) Technology Absorption: The Company has not taken any technology in particular or entered into any technology agreement during the period. During the year, no further development is done for research. (C) Foreign Exchange Earnings & Outgo: During the year the Company has not earned Foreign Currency (Previous Year- Rs. 81,83,393). Foreign Currency Outgo during the year is Rs. 4,50,585 (Previous Year - Rs. 75,85,404).

14 SAVAS ENGINEERING COMPANY (P) LTD Reg. Office. & Works : 498/1, Radhe Industrial Estate, Tajpur Road, Village: Changodar, Taluka: Sanand, Ahmedabad , Gujarat Phone : info@savas.co.in Website: CIN : U29197GJ1999PTC ANNEXURE-3 TO THE DIRECTOR S REPORT Form No. AOC-2 [(Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)] This form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in Sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm`s length transactions under third proviso thereto. 1. Details of contracts or arrangements or transactions not at arm s length basis: No such transactions were entered during the financial year Details of material contracts or arrangement or transactions at arm s length basis: The contracts or arrangement or transactions entered with the related parties during the financial year were not material and the same were disclosed in the notes to accounts forming part of the financial statements for the year ended on 31 st March, 2015.

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