To The Members of Jyoti Limited
Your Directors present this SIXTY-NINTH ANNUAL REPORT and Audited Accounts for the year
ended on 31st March, 2013.
(Rs in Lakhs)
|Profit before Finance Cost and Depreciation
|Less: Finance Cost
|Profit/(Loss) before Depreciation
|Profit/(Loss) before Tax
|Provision for Taxation - Current Tax
|- Deferred Tax
|- Tax expense for earlier years
|Balance of Profit/(Loss) for the year
|Balance brought forward from the previous year
|Amount available for appropriation
|Tax on proposed Dividend
|Balance Profit/(Loss) carried to Balance Sheet
The year under review has not been encouraging for Companies engaged in infrastructure
business, your Company not being an exception. This sector was starved of funds and policy
support from Central Government and uncertainties at State Government levels due to which
many projects were delayed, shelved or ran aground. Added to this, many projects faced
legal battles from NGOs or others on environmental clearances. Your Company was thus faced
with the piquant situation of existing orders being put on hold by customers and order
booking getting dried up or facing stiff erosion in margin. Your Company has thus achieved
sales of Rs 410.43 crores during the year 2012-13 as compared to the sales of Rs 501.18
crores achieved during the previous year leading to a loss of Rs 36.70 crores during the
current year as compared to the profit of Rs 7.44 crores achieved during the previous
year. The profitability of the Company was eroded on account of lower sales which could
not cover the overheads fully.
The Company has taken proactive steps to arrest the downward slide. In line with the
reduced turnover, the Company has taken steps to reduce overheads substantially by
concentrating its attention on manpower, material, financial costs and other
administrative expenses to improve profitability. This will improve bottom line of the
Company. The Company has decided to balance the uncertainties of project based divisions
like Irrigation, Power and Hydel by judiciously concentrating on faster turnover in
products based divisions like Switchgear, Rotating Electrical Machines and Standard and
Heavy Pumps which have shorter cycle of order receipt to collection. These divisions would
thus offset the uncertainties faced by project based divisions when the market and policy
Inspite of above, we are happy to report that the Company has order book of Rs 603
crores as on 1st April, 2013 and the Company is favourably placed in orders to
the tune of Rs 1000 crores which should fructify soon. Thus, the Company which is in the
core sectors of Water and Power has bright future inspite of this temporary setback.
During the year under review, the Company faced unprecedented liquidity crunch due to
lower level of collections from customers. Despite intensive efforts and forming of task
force to collect the receivables, the market condition did not allow improvement in cash
flows from collections and, therefore, the Company had to resort to large borrowings. The
Company got excellent support from its lending Banks, by way of increase in normal banking
arrangements, to meet challenges on cash flows. Further to this, the Banks additionally
supported the Company by way of buyers credits against import of materials, which
buyers credits were availed at much lower finance costs. Despite this support, the
liquidity strain affected the Companys cash flow and resultantly it could not pay
some portion of buyers credit and Government dues aggregating to Rs 42.43 crores by
31st March, 2013. In the current financial year 2013-14, the market situation
continues to be very difficult in relation to cash inflows. It is also felt that the user
business segment of water and power for the Company will continue to be affected for
various reasons in near visibility.
The Company has, therefore, approached its bankers for restructuring plans, preferably
under Corporate Debt Restructuring (CDR) mechanism, like revising repayment schedule of
all existing loans, getting interest reduction on all types of Bank borrowings and other
supportive measures so that the Company can withstand the liquidity strain as well as
sustain its operations with necessary flexibility of cash flows.
DIVISIONAL PERFORMANCE ENGINEERED PUMPS & PROJECTS
During the year under review, Engineered Pumps & Projects Division (EPPD) did not
focus on growth in view of the difficult market situation. The division was working more
towards consolidating and maintaining its present market status. Unfortunately, even in
the core sectors of Water Supply, Irrigation and Power there was no major thrust either by
way of new projects or financing of existing projects. However, the division could survive
on its own, in view of its order book position.
A very important milestone and landmark of the year was with the Power division of EPPD
entering into an Agreement with M/s. Termomeccanica Pompe (TMP) of Italy for manufacturing
and supply of Concrete Volute Pumps for large Thermal and Irrigation Projects. TMP is the
leading manufacturer of Concrete Volute Pumps in Italy. They have supplied and
commissioned more than 157 Nos. Concrete Volute Pumps. With this arrangement, your Company
can qualify for quoting for large thermal power projects with single unit of 800 MW.
During the year, unfortunately, not even one power project was finalised by NTPC
Limited the largest thermal power producer in the country. However, in the last
quarter of the financial year, major tenders were floated for 660 MW and 800 MW power
projects by NTPC. In view of the recent collaboration with TMP and earlier collaboration
with DMW Corporation of Japan, the division could successfully participate in these bids
where earlier your Company was not getting qualified. The division is well placed in these
tenders and is looking forward for a major market share in large rating thermal power
plants. During the year, the division has also received a major order from NTPL (a
subsidiary of NLC) on a turnkey basis including civil, design, engineering, manufacturing,
supply, erection & commissioning of electro-mechanical equipments. The order value is
worth Rs 38 crores. This project is for make up water system and is designed for sea water
During the year, the division could get 75% share of various orders finalised by the
Government of Gujarat for Lift Irrigation and Water Supply. The division bagged five
turnkey projects involving design, engineering, manufacturing and supply of
electro-mechanical equipments valued at Rs 85 crores. Similarly, the division has also
supplied only pumps and motors for certain projects valued around Rs 10 crores. In Gujarat
alone, the division could successfully bag orders of around Rs 90 crores and executed
orders worth Rs 65 crores during the same year. The number of large pump orders received
from Gujarat State alone during the year under review for Irrigation & Water Supply
contracts was 77 in nos.
The division has submitted tenders worth Rs 1000 crores where they are well placed.
Even though temporary slow down was experienced, the division has geared up during this
lean period for a better future. The core sectors will definitely get its due attention
from the Government and the division is all set to support this growth.
The Hydro Power generation is growing at a very slow pace mainly due to environmental
and forest related issues and also lack of support from financial institutions. No major
orders were finalised during the year by Government and private developers. Most of the
Government projects have been delayed for more than a year.
The division has bagged the 6th project order from Indonesia for 2 x 1.5 MW
Hydro Power Project. The division is focusing on further increasing its base in Indonesia.
The division already has a technical tie-up with CKD Blansko Engineering, a.s. of Czech
Republic (100% subsidiary of Litostroj Power) for large turbines projects on case to case
basis. During the year, the division has procured the complete design of low head turbine
models with very high efficiency to improve upon its manufacturing range. This will help
the division to quote for major tenders in Kaplan turbines.
The division has already submitted various tenders and many delayed tenders are in
pipeline where the division is working actively. The total expected tenders where the
division is well placed is approx. Rs 600 crores. The division expects a very good future
in the forthcoming years and presently has a strong order position on hand worth Rs 100
ROTATING ELECTRICAL MACHINES
During the year, even though the production levels were maintained similar to the
previous year, the price realisation was not good enough to sustain. The Wind Energy
Generators and Arno Converters which are the main products of this division, had a set
back. The Wind Energy business during the year did not show any sign of improvement which
affected generator business badly. The intake of Arno Converters by Indian Railways had
also substantially gone down during the year. However, in the forthcoming year, the
division expects a very good business for Arno Converters.
During this lean period, the division was getting prepared for its future. All the
existing designs were reviewed by the division for improvement in terms of better output.
The division has successfully implemented new range of machines with lower frame by using
the most sophisticated and latest technology software of ANSYS from USA and Infolytica
from Canada. Even the small motor division has gone for a major cost reduction by
converting all its existing motors from Copper Wound Rotors to Die-Cast Rotors. This will
help the division to compete in the market for lower ratings upto 1000 KW. The type
testing facility has also been created for testing both Horizontal and Vertical Motors
upto 2500 KW in-house. However, load testing of the motors can be done with pumps even
upto 6 MW with the newly installed captive generator set of 8 MW.
The division is all geared up for growth and is ready to enter the market aggressively.
During the year under review, the division has registered all time high production of
Rs 7751 lacs (which includes sales of Rs 7501 lacs), which is 35% higher in terms of value
over the previous year 2011-12.
The Company has bagged various 11 kV VCB panel orders from GETCO worth approx. Rs 2600
lacs. This includes largest order from GETCO for 540 nos. panel supply and buyback having
worth Rs 1350 lacs. Apart from above, GETCO has awarded an order for modification of 514
Nos. panel which were supplied by the Company. This order is a repeat order and under
Human Safety aspect.
As reported last year, the Company has developed SF6 Ring Main Unit (Jyoti Ring) with
the design collaboration with M/s. Elmecon, U. K. based design house. This product has
been tested at ERDA, Vadodara and CESI, Italy. CESI is an International testing laboratory
and Jyoti Ring has passed all the type tests successfully in one shot.
During the year under review, the Company has made collaboration and tie-up with
Hungary based European Company namely M/s. Protecta Ltd., for Numerical Relays and their
sub-station Automation products, with a vision of establishing a manufacturing set-up in
India for an Indian market in coming five years. Your Company will be the only Company in
India who will supply this Protecta Numerical Relays which are suitable for Transmission,
Distribution and Generation requirements.
Your Company has developed HT Automatic Power Factor Capacitor Panels and fully type
tested as per latest standards. This product is useful for H.T. Capacitor Banks in
Distribution, Generation and Transmission network up to 12 kV systems.
During the year under review, the Company has re-certified various products such as
33kV Indoor VCB panels, 33kV Outdoor VCBs as a continuous product certification process.
With the continuous thrust of the Government in the Power Sector, the requirement of
Medium Voltage Switchgear is bound to grow in Power Sector and the division is expected to
perform better in the years to come.
During the year under review, the Company has total exports valued at Rs 13.33 crores.
The Companys major exports are to Sultanate of Oman for Switchgear, Vietnam and
Indonesia for Hydel Turbines. In the years to come, the Company is looking forward to
enhance its export market in other countries.
Your Company has not accepted any deposits from the Public during the year under
The observations made in the Auditors Report are self explanatory and are also
clarified in the Notes forming part of the Accounts and therefore, do not call for any
further comments under Section 217(3) of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required by the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988, the relevant data pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo are given in Annexure-A forming part of
PARTICULARS OF EMPLOYEES
The information required under Section 217 (2A) of the Companies Act, 1956 and the
Rules made thereunder, is given in the Annexure to this Report and forms part of the
Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act,1956, the Report
and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any
Shareholder interested in obtaining copy of the same may write to the Company Secretary at
the Registered Office.
Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Management
Discussion and Analysis, a Report on Corporate Governance and a Certificate from the
Auditors of the Company are given in the Annexure-B and Annexure-C respectively which form
part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE COMPANIES ACT,
The Directors confirm that :-
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed by the Company; (ii) such accounting policies have been selected and
consistently applied and judgements and estimates made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at 31st March,
2013 and of the loss of the Company for the year ended on that date; (iii) proper and
sufficient care has been taken 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; (iv) annual
accounts have been prepared on a going - concern basis.
The Remuneration Committee and the Board of Directors at their meeting held on 14th
February, 2013 have approved the appointment of Ms. Shubhalakshmi R. Amin as Wholetime
Director of the Company for a period of three years with effect from 14th
February, 2013 subject to the approval of Shareholders at the ensuing Annual General
In accordance with the provisions of the Companies Act, 1956 and Articles of
Association of the Company Mr. U.V.Desai and Dr. B.S.Pathak retire by rotation at the
forthcoming Annual General Meeting and being eligible, offer themselves for
Brief details about Ms. S.R.Amin, Mr. U.V.Desai and Dr. B.S.Pathak as required under
the Corporate Governance Code, are given hereunder.
Ms. Shubhalakshmi R. Amin (25) did her IB schooling from The International School,
Bangalore and did her Bachelor in Electrical Engineering from prestigious University of
Illinois Urbana Champaign,USA. She was recruited from the campus of the University of
Illinois by Microsoft Corporation at its Seattle Headquarters where she worked for three
years as Program Manager. She joined the Company as General Manager w.e.f. 24th
Ms. Shubhalakshmi R. Amin is not a Director in any other Company.
Mr. U. V. Desai, 75, is a Graduate in Electrical Engineering from London University,
U.K. He has over 40 years experience in Management and Manufacturing. He pioneered in
India the concept of Steel Modular Furniture systems for use in Laboratories. He also
devotes considerable time for the cause of education as an active Trustee of several
Charitable Institutions. Mr. Desai has been a Director of the Company since 29th
Mr. U.V. Desai is not a Director in any other Company.
Dr. Bhimsen Pathak, 79, is B.Sc. Agri. Engg. Allahabad University, 1951, Doctorate in
Agri. Engg., Landwirtsch-Aftliche Hochschule, Stuttgart-Hohenheim, West Germany, 1963.
Dr. Bhimsen Pathak joined Punjab Agricultural University (PAU) as Associate Professor
in 1965 at Hissar Campus. Early in 1967 he became the first Professor-cum-Head of the
Dept. of Agricultural Engineering in the college of Agricultural Engineering (CAE) of PAU
at Ludhiana. He played the key role in developing programmes of research and post-graduate
teaching in Agricultural Engineering. He took over as Dean, CAE in 1973 and continued in
that position till 1980. During this period CAE was awarded ICAR/UNDP Project Centre of
Advanced Studies in Agricultural Engineering.
Dr. Bhimsen Pathak introduced the concept of energy being an essential input for
modernising Indian agriculture. He was associated with the drafting of ICARs
coordinated project Energy Requirements of Agriculture in 1970 and was the
honorary coordinator of this project during initial period of its implementation.
He has been Chairman of the Scientific Panel on Agricultural Engineering of ICAR for
about 10 years, Convenor of the Working Group on Energy of National Commission on
Agriculture, Chief Editor of Journal of Agriculture Engineering and President of Indian
Society of Agricultural Engineering (ISAE). He is a Fellow of Indian Society of
Agricultural Engineering, Indian Standards Institute and National Academy of Agricultural
Sciences. He was closely associated with the drafting of the policy document on
agricultural mechanisation of Ministry of Agriculture, Government of India.
Dr. Bhimsen Pathak has worked as Consultant in many international programmes. From 1985
to 1990 he was FAO-UNDP Project Manager for the establishment of Agricultural Implements
Research and Improvement Centre in Ethiopia.
Dr. Bhimsen Pathak joined Sardar Patel Renewable Energy Research Institute (SPRERI) as
its Director in 1997 and retired in the year 2010. He has patented the design of modular
down draft gasifier and the rights have been transferred to SPRERI. Dr. B.S. Pathak has
been a Director of the Company since 27th March, 2009.
Directorship in other Companies are:
|Gangeya Green Tech Pvt. Ltd.
Dr. B.S. Pathak is not a member of any Committee of Directors of any other Company.
The Members are requested to appoint Statutory Auditors at the ensuing Annual General
Meeting to hold office from the conclusion of the said meeting until conclusion of the
next Annual General Meeting. M/s. V.H. Gandhi & Co., Chartered Accountants, Vadodara,
the existing Auditors have, under Section 224 (1B) of the Companies Act, 1956, furnished
Certificate of their eligibility for re-appointment.
As per the requirement of Central Government and pursuant to Section 233B of the
Companies Act, 1956, and as per Cost Audit Order No.52/26/CAB-2010 dated 24th
January, 2012, your Company carries out an audit of cost records relating to Electric
Motors and Power Driven Pumps every year. Subject to the approval of the Central
Government, the Company has appointed M/s. R.K.Patel & Co., Cost Accountants having
their head office at 314, Phoenix Complex, Nr. Suraj Plaza, Sayajigunj, Vadodara-390 005
as Cost Auditors to audit the cost records relating to Motors and Pumps for the Financial
As per Cost Audit Order No.52/26/CAB-2010 dated 24th January, 2012 the
Company is subject to cost audit and is required to get its cost records relating to
Engineering products such as Generator, Turbine, Switchgear and Relay Panels audited for
the Financial Year 2013-14. Subject to the approval of the Central Government, the Company
has appointed M/s. Y.S.Thakar & Co., Cost Accountants having their head office at
SF-7, Vrund Complex, Productivity Road, Akota,Vadodara-390 020 for auditing the cost
records relating to Engineering products for the Financial Year 2013-14.
The Cost Audit Reports and Compliance Reports for the Financial Year 2011-12 which was
due to be filed in XBRL with the Ministry of Corporate Affairs on 27th
September, 2012 extended till 31st December, 2012 was filed on 19th
Your Directors place on record their appreciation for the excellent support the Company
has received from its employees, customers and shareholders. They also express their
sincere thanks to the Bankers and various State Governments for the valuable support
extended to the Company.
|On Behalf of the Board of Directors
|Rahul N. Amin
|Chairman & Managing Director
|30th May, 2013
ANNEXURE A TO DIRECTORS REPORT
Statement containing particulars pursuant to Companies (Disclosure of Particulars in
the report of Board of Directors) Rules, 1988 and forming part of Directors Report.
A. CONSERVATION OF ENERGY: Energy Conservation Measures taken:
i) Screw Compressor installed in the place of old reciprocating compressor to save
energy and avoid intermediate shut down of critical CNC machines.
ii) Plan to install HT APFC Panel for improving power factor while testing high voltage
pump motors in the coming financial year.
iii) Awareness about the need for energy conservation at all levels of employees is
being created through posters, hoardings, etc.
B. TECHNOLOGY ABSORPTION
(a) Research & Development
1. Specific core areas in which R&D was carried out by the Company:
Medium Voltage Switchgear
Rotating Electrical Machines (Motors and Generators)
Hydraulic Turbines and Pumps, including Micro-Turbines
Electronic Control System (including Automatic Voltage Regulators)
2. Benefits derived as a result of above R&D :
Increasing technical and price competition from the overseas MNCs and also, to some
extent, from within the country, have been partially overcome by the internal R&D
work, through up-gradation and improvement of various core product designs and processes.
Every effort for cost reduction has been made through Value Engineering. The technical
competitiveness has been tackled through re-engineering product range extension with value
addition in the core products.
3. Future Plan of Action :
The future R&D activities will be directed towards the consolidation of existing
product range through up-gradation, addition of new products to enhance the range with
special focus on performance & cost effectiveness thus creating value addition by
various means. Considering the business potential, competitors product range and
market niche, new technologies / processes and new state-of-the-art software will be
introduced with the help of in-house R&D development or, if necessary, acquiring
technologies from known external sources. Increased use of advanced and latest
state-of-the-art softwares like Pro/e,CFX,ANSYS-Mechnical,RMXprt, Maxwell, Magnet and
ThermNet for design / development and also improvement in performance parameters;
alongwith cost reduction will be the top priority.
4. Expenditure on R&D :
||(Rs in Lakhs)
|d) Total R&D expenditure as percentage of total turnover
(b) Technology Absorption, Adaptation and Innovation
1. Efforts in brief, made towards technology absorption, adaptation and innovation.
a) In the area of medium voltage switchgear, the activities were directed towards
upgradation of existing switchgear to meet the latest IEC Standards. In addition, cost
reduction and Retrofitting and finally type-testing as per the latest version of IEC:
62271-100 was continued and successfully type tested at PEHLA Test Laboratory at Ratingen
and Berlin, Germany. In addition, R&D is continuously carried out, in the areas of
applied research and use of alternative materials and processes.
b) In the rotating machines group, major work was mainly directed towards indigenous
development of larger rating motors and generators for various applications in core
industries. New product development and cost reduction in the existing designs, processes
and process-time reduction in the existing products are undertaken. New Die casting plant
for better productivity and Hydraulic Dynamometer for type-testing of motors has been
installed. Gearbox for testing vertical motors with dynamometer has been ordered.
c) In the pump group, the major effort was towards consolidation, standardisation and
extension of the existing range of pumps. Extensive use of CFD Analysis software has been
the thrust area to improve efficiencies for all pump ranges.
d) In the turbine group, major efforts towards design / development related to high
head Francis turbine range and vertical Semi/Full Kaplan Turbine and use of CFD Analysis
software package for evaluation of Hydraulic Performance and use of ANSYS-Mechanical
software to evaluate structure design of Kaplan and Francis Turbines enabling cost
effective turbine geometry/arrangement.
2. Benefits derived as a result of above efforts. (a) Medium Voltage Switchgear
-- Development and successful type testing of 15.5kV, 21kA, 630 Amp SF6 RMU as per
IEC 62271-100, IEC62271-103, IEC62271-102 and IEC62271-200 at CESI, Italy.
-- Development and successful type testing of 7.2kV, 400Amp 8kA Contactor for
capacitive switching duties as per IEC62271-106 at PEHLA, Germany.
-- Development and successful type testing of 12kV, 400Amp 8kA Contactor as vacuum
switch as per IEC62271-103 PEHLA, Germany.
-- Successful type testing of 12kv, 25kA, 1250 Amp breaker for export for class M2
Mechanical Operations test as per IEC62271-100.
(b) Rotating Electrical Machines
-- Design, development and testing of large rating, low speed, vertical /
horizontal motors for Lift Irrigation Schemes.
-- Design & development of 2600kW 6.6kV 750 RPM CACA motor for L&T Botad
-- Improved version of Wind Energy Generators.
-- Process-time reduction through modular construction of stator and rotors for
larger rating motors.
-- Cost reduction designs through Value Engineering Analysis of 415 Volts, 3.3kV,
6.6kV and 11kV motors on demand.
-- Design and development of larger rating, low speed, Hydel generator for
-- Design & development of larger rating generators for Hydel Application.
-- Developed axial flow pump 800 VP for export order to M/s Sigma pumps, Czech
-- Developed 4 stage pump 750 T pumps to India Bulls power project.
-- Developed Horizontal pumps HS size 350 & 450 for Gujarat NC 28 & Gadhada
-- Developed 750HS pumps for L&T Botad project.
-- Developed 800 VM pump for NPCIL Kakrapar project.
-- Developed 600 VM & 700 VM new designs for NLC power project.
-- Developed 1100 & 1200 VM pumps pull out design for Bhavnagar power project.
-- Developed 900 VM 2 stage pumps for Watrak project.
-- Developed 100 HST 2 stage pump for L&T Dhanbad.
-- Developed 80 HS pump as a part of new development of HS series.
-- Successfully designed and developed four Jet Vertical Pelton Turbine for export
project. It is the first vertical multi Jet Pelton Turbine unit in impulse turbine range.
-- Two stage closing system and governor control for guide vane operating mechanism
is introduced for long penstock installations.
-- ANSYS - Mechanical software is extensively used for structural analysis of
turbine components enabling material control.
-- Bearing strip is introduced in the operating ring mechanism of Francis turbine
in place of spherical ball. It will improve the performance of operating ring and reduce
the assembly time and cost.
-- Integrally forged shaft flange is introduced in the Kaplan turbine. It will help
to eliminate the use of Rigid Coupling which is bought out item. This implementation helps
in time & cost saving.
-- Common OPU developed for both Turbine & Butterfly valve.
-- Successfully Designed, Manufactured and Tested DN 600 (PN36) & DN1000 (PN
32) Spherical Valves.
-- Turbine systems (cooling water, drainage, dewatering and oil piping system) are
-- Turbine OPU developed for two stage closing of guide vane.
3. Technology imported and status of absorption:
(i) Vacuum Circuit Breakers from Toshiba Corporation, Japan. The technology has been
fully absorbed for 12 kV and 36 kV Vacuum Circuit Breakers.
(ii) SF6 prototype Ring Main Unit is developed and put to commercial use based on
designs received under technical agreement with ELMECON Ltd., U.K.
(iii) High head Francis turbine model design for head range upto 260 meters.
|C. Foreign Exchange Earnings and Outgo:
|a) Exports (including deemed Exports)
||Rs 1333.36 Lakhs
|b) Total Foreign Exchange used and earned
|i) Total Foreign Exchange used
||Rs 5092.75 Lakhs
|ii) Total Foreign Exchange earned
||Rs 1429.23 Lakhs