S & S Power Switchgear Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the forty fifth (45th) Annual Report
of S&S Power Switchgear Limited along with the Audited Financial Statements for the
Financial Year 2022-23.
In line with the requirements of the Companies Act, 2013 (“the Act”) and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the SEBI Regulations”), this report covers the Audited
Financial results and other developments during the financial year from April 1,2022 to
March 31, 2023 in respect of Consolidated Performance comprising of S&S Power and its
subsidiaries in India and overseas. The Consolidated entity has been referred to as
‘S&S Group' or ‘the Group' in this report.
1. FINANCIAL RESULTS
Financial Results of your Company for the year ended 31st March 2023 is
summarized as below
(in Rs. Lakhs)
|
CONSOLIDATED |
STANDALONE |
PARTICULARS |
Year Ended 31-03-2023 |
Year Ended 31-03-2022 |
Year Ended 31-03-2023 |
Year Ended 31-03-2022 |
Revenue from operations |
13952.19 |
11,046.25 |
58.56 |
57.89 |
Other income |
213.20 |
105.63 |
322.46 |
335.92 |
Total revenue |
14165.39 |
11,151.88 |
381.02 |
393.81 |
Expenses |
14499.35 |
12,695.54 |
433.40 |
488.15 |
Profit/ (Loss) before exceptional items and tax |
(333.96) |
(1,543.66) |
(52.38) |
(94.34) |
Less: Exceptional items |
571.54 |
- |
1004.94 |
- |
Profit/ (Loss) before tax |
237.58 |
(1,543.66) |
952.56 |
(94.34) |
Tax Expense |
(27.31) |
(6.63) |
(7.30) |
(1.71) |
Profit/ (Loss) for the Year |
210.27 |
(1,550.29) |
945.26 |
(96.05) |
Other comprehensive income, net of income tax |
136.17 |
545.36 |
4.31 |
(4.22) |
Total comprehensive income for the Year |
346.43 |
(1,004.93) |
949.57 |
(100.27) |
Earnings per share (^) |
3.39 |
(25.00) |
15.25 |
(1.55) |
Details |
2022-23 |
2021-22 |
Indian Operations: |
|
|
Revenue from Operations |
4324.80 |
3,220.73 |
Operating Profit |
109.82 |
(1,257.09) |
Exceptional Items |
571.54 |
- |
Other Comprehensive Income (OCI) |
115.27 |
(25.72) |
Net profit after tax |
769.32 |
(1,289.44) |
UK Operations: |
|
|
Revenue from Operations |
9627.39 |
7,825.52 |
Operating Profit |
127.76 |
(286.57) |
Exceptional Items |
- |
- |
Other Comprehensive Income (OCI) |
20.90 |
571.08 |
Net profit |
148.66 |
284.51 |
Details |
2022-23 |
2021-22 |
Consolidated: |
|
|
Revenue from Operations |
13952.19 |
11,046.25 |
Operating Profit |
(333.96) |
(1,543.70) |
Exceptional Items |
571.54 |
- |
Other Comprehensive Income (OCI) |
136.17 |
545.36 |
Net profit |
346.43 |
(1,004.93) |
2. RESULTS OF OPERATIONS
Your Company has registered consolidated revenue for the year ended 31st March 2023 is
Rs. 13952.19 Lakhs which is higher than the revenue of Rs. 11046.25 Lakhs for the year
ended 31st March 2022.
The Standalone revenue from operations of S&S Power Switchgear Limited is Rs. 58.56
Lakhs for the financial year ended 31st March 2023 which is higher than revenue
of Rs. 57.89 Lakhs for the year ended 31st March 2022.
The Total consolidated Earnings / (Loss) before depreciation, finance costs, and
taxation is Rs. 358.05 Lakhs for the financial year ended 31st March 2023 as
against loss of (Rs.846.85) Lakhs for the year ended 31st March, 2022.
A Consolidated profit after tax and before other comprehensive income is Rs. 210.27
Lakhs for the year ended 31st March, 2023, as against loss of (Rs.1550.29)
Lakhs for the year ended 31st March, 2022.
3. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY.
There was no change in nature of business of the Company during the year.
4. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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
There were no material changes and/or commitments between the end of the year under
review and the date of this report, which could have had an impact on the Company's
operation in the future or its status as a going concern.
5. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and analysis report which inter-alia covers the Company and
its Group's financial and operational performance, Industry trends, Update on Macro
Economic Indicators, Risks and Concerns, Internal control systems and their adequacy,
Outlook and other material changes prepared in compliance of Regulation 34 of the SEBI
Regulations forms part of the annual report, is annexed to this report.
6. SHARE CAPITAL
During the year under review, your Company has Rs. 620 Lakhs as on 31st
March 2023 and there was no change in the share capital structure and Paid up capital of
the Company.
Additionally your Directors states that there was no disclosure or reporting is
required in respect of the following items as there were no transactions on these items
during the year under review:
a. Issue of equity shares with differential rights as to dividend, voting or
otherwise;
b. Issue of Shares (including Sweat Equity Shares and ESOS) to employees of the
Company under any scheme;
c. Provision of money for purchase of its own shares by employees or by trustees
for the benefit of employees
7. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES
During the year under review, Your Company has 3 Indian Subsidiaries and 2 Overseas
Subsidiaries and there were no changes in the status of the subsidiaries. A list of
companies which are subsidiaries/ associate to your Company is provided in Form AOC-1 is
attached as ANNEXURE I.
The policy for determining material subsidiaries of the Company is available on the
Company's website URL: https://sspower.com/disclosures/
8. APPROPRIATIONS
(a) Reserves
The Reserves for the year ended 31st March 2023 is Rs.1438.46 Lakhs as
against the Total Reserves of Rs.488.93 Lakhs as at 31st March 2022.
(b) Dividend
During the year under review, Your Company has not proposed any payment of dividend to
the Shareholders.
9. FINANCIAL STATEMENTS
The Standalone and consolidated financial statements of the Company and its
subsidiaries for FY 2022-23 have been prepared in compliance with the applicable
provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of SEBI
Listing Regulations as well as in accordance with the Indian Accounting Standards notified
under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated
financial statements together with the Independent Auditor's Report thereon form part of
this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the
salient features of the Financial Statement of the subsidiary companies is attached to the
Financial Statement in Form AOC-1. Further, pursuant to the provisions of Section 136 of
the Act, the Company will make available the said financial statement of the subsidiary
companies upon a request by any Member of the Company or its subsidiary companies. These
financial statements of the Company and the subsidiary companies will also be kept open
for inspection by any member. The members can send an e-mail to: secretarial@sspower.com
up to the date of the AGM and the same would also be available on the Company's website : www.sspower.com.
10. DEPOSITS
During the year under review, the Company has not invited or accepted any deposits from
public as per section 76 of the companies act 2013, read with companies (Acceptance of
Deposits) Rules, 2014.
11. BOARD OF DIRECTORS :
As on the date of this Report, the Company has Six (6) Directors consisting of Four (4)
Independent Directors, a Managing Director and a Non-Executive Directors.
During the year and till date of this report, Mr. Arjun Soota (DIN: 08281046)
Non-Executive, Non-Independent Director resigned with effect from 31st July
2022 due to personal and professional reasons.
Your directors express their appreciation for the contributions made by Mr. Arjun Soota
during his tenure as a Director of the Company.
A. Disqualification of Directors: None of the directors are disqualified
B. Appointment/ Reappointments / Resignation from the Board of Directors
During the year under review, there was re-appointment in the Board of Directors of the
company. Your Company has approved the proposal, pursuant to the recommendation of the
Board of Directors to the Members of the Company, in the Annual general meeting held on 28th
September, 2022 to reappoint the following directors.
1. Mr. Ashok Kumar Vishwakarma (DIN: 05203223) as Managing Director of the Company
for a period of Three (3) years from 9th November 2022 to 8th
November 2025.
2. Ms. Gayathri Sundaraman (DIN: 07342382) as an Independent Director of the
Company for a second term of five (5) years from 07th December 2022 to 06th
December 2027.
C. Declaration by Independent Director
All Independent Directors have submitted declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Act, and the SEBI Regulations.
D. Woman Director
In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company
has complied with the requirement of having at least one Woman Director on the Board of
the Company. Mrs. Gayathri Sundaram is an Independent and Women Director of the Company.
E. Changes in Key Managerial Person
During the year under review, Mr. Gokulananda sahu, Chief financial officer, Company
secretary & Compliance Officer of the Company has resigned from his positions with
effect from 23rd December, 2022 and 28th November, 2022
respectively.
F. Retirement by rotation
Mr. Ashish Sushil Jalan (DIN: 00031311), Non-Executive Director of the Company retires
by rotation at the ensuing 45th Annual General Meeting and being eligible
offers himself for re-appointment. Board recommends his re-appointment as a director for
the approval of members.
Further, the brief profile of the Director being recommended for re-appointment is
given in the Notice of 45th Annual General Meeting being sent to the shareholders along
with the Annual Report.
12. BOARD MEETINGS
During the year, 7 (Seven) meetings of the Board of Directors were held. The detailed
Agenda and Notice for the Meetings was prepared and circulated in advance to the
Directors. The details of the meetings are furnished in the Corporate Governance Report.
Furthermore, the intervening gap between the Meetings was within the period prescribed
under Section 173(1) of the Act.
13. COMMITTEES OF THE BOARD
I. AUDIT COMMITTEE
As per the requirements of Section 177 of the Companies Act, 2013, Regulation 18 of
SEBI LODR an Audit Committee has been constituted. The composition, quorum, scope, etc. of
the Audit Committee are in line with the Companies Act, 2013, and SEBI LODR. The audit
committee has met and reviewed the financial statements for the financial year ended 31st
March, 2023 and has not given any adverse observations. The details of the meetings are
furnished in the Corporate Governance Report.
Composition As on 31st March 2023, the Audit Committee comprised the
following members: -
Sr. No. |
NAME OF THE DIRECTOR |
DESIGNATION |
1 |
NANDAKUMAR SUNDARRAMAN |
CHAIRMAN |
2 |
DEEPAK JUGAL KISHORE CHOWDHARY |
MEMBER |
3 |
GAYATHRI SUNDARAM |
MEMBER |
4 |
ASHISH SUSHIL JALAN |
MEMBER |
II. NOMINATION AND REMUNERATION COMMITTEE
As per the requirements of Section 178 of the Companies Act, 2013, Regulation 19 of
SEBI LODR a Nomination & Remuneration Committee has been constituted. The composition,
quorum, scope, etc. of
the Committee are in line with the Companies Act, 2013, and SEBI LODR. The details of
the meetings are furnished in the Corporate Governance Report.
Composition As on 31st March, 2023, the Nomination and Remuneration
Committee comprised the following members: -
Sr. No. |
NAME OF THE DIRECTOR |
DESIGNATION |
1 |
NANDAKUMAR SUNDARRAMAN |
CHAIRMAN |
2 |
DEEPAK JUGAL KISHORE CHOWDHARY |
MEMBER |
3 |
GAYATHRI SUNDARAM |
MEMBER |
4 |
ASHISH SUSHIL JALAN |
MEMBER |
REMUNERATION POLICY
In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of
the Company has framed a policy on directors' appointment and remuneration including
criteria for determining qualifications, positive attributes, independence of a director
and other matters provided u/s 178(3), based on the recommendations of the Nomination and
Remuneration Committee. The broad parameters covered under the Policy are - Company
Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors,
Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/
Wholetime Directors), Key Executives and Senior Management and the Remuneration of Other
Employees.
III. STAKEHOLDERS' RELATIONSHIP COMMITTEE
This Committee considers and resolves the grievances of security holders of the Company
inter-alia including grievances related to the transfer of shares, non-receipt of Annual
Report, non-receipt of dividends, etc. The Committee also reviews measures taken for the
effective exercise of voting rights by shareholders, adherence to the service standards
adopted by the listed entity in respect of various services being rendered by the
Registrar & Share Transfer Agent, and ensuring timely receipt of annual reports by the
shareholders of the company.
The composition as on 31st March 2023, the Stakeholders' Relationship
Committee comprised the following members: -
Sr. No. |
NAME OF THE DIRECTOR |
DESIGNATION |
1 |
NANDAKUMAR SUNDARRAMAN |
CHAIRMAN |
2 |
ASHOK KUMAR VISWAKARMA |
MEMBER |
3 |
GAYATHRI SUNDARAM |
MEMBER |
4 |
ASHISH SUSHIL JALAN |
MEMBER |
14. EVALUATION OF BOARD & COMMITTEE OF DIRECTORS
Your Company has devised a Policy for the performance evaluation of Independent
Directors, Board, Committees, and other individual Directors which includes criteria for
the performance evaluation of nonexecutive directors. Pursuant to provisions of the
Companies Act and the SEBI Regulations, the Board has carried out an annual evaluation of
its own performance, the Directors individually as well as the performance of Board
committees and of the Independent Directors (without the participation of the relevant
Director).
Further, Independent Directors at their meeting without the participation of the
Non-Independent Directors and Management considered/ evaluated the Board's performance (as
a whole), the Performance of the Chairman, and other Non-Independent Directors. A
statement indicating the manner in which formal annual evaluation has been made by the
Board of its own performance and that of its committees and individual directors is
specified in the Nomination and Remuneration Policy.
15. KEY MANAGERIAL PERSONNEL
The following persons have been designated as Key Managerial Personnel of the Company
pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed
thereunder:
• Mr. Ashok Kumar Vishwakarma, Managing Director
16. POLICIES
• VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has set up Vigil Mechanism viz. Whistle Blower Policy to enable the
employees and Directors to report genuine concerns, unethical behavior and irregularities,
if any, in the Company noticed by them which could adversely affect company's operations
to the Chairman of the Audit Committee. The policy is available at the Company's website
(www.sspower.com).
No concerns or irregularities have been reported during the period. The Company hereby
affirms that no Director/employee has been denied an access to the Chairman of the Audit
Committee and that no complaints were received during the year.
• RISK MANAGEMENT POLICY
The Company has already in place an integrated risk management approach through which
it reviews and assesses significant risks on a regular basis to ensure that a robust
system of risk controls and mitigation is in place. Through risk management approach, the
Company ensures that risk to the continued existence as a going concern and to its
development are identified and addressed on a timely basis.
The Company has been addressing various risks impacting the Company which is provided
elsewhere in this Annual Report in Management Discussion and Analysis Report.
• POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board has, on the recommendation of the Nomination & Remuneration Committee,
formulated criteria for determining Qualifications, Positive Attributes and Independence
of Directors, Key Managerial Personnel and senior management. The details of criteria laid
down and the Remuneration Policy are given in the Corporate Governance Report.
• DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place, policy of prevention, prohibition and Redressal of Sexual
Harassment for women at the Workplace in accordance with the requirements of the Sexual
Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. It
ensures prevention and deterrence of acts of sexual harassment and communicates procedures
for their resolution and settlement. All women employees are covered under this policy.
There were no cases/ complaints reported in this regard during the year under review.
17. DIRECTORS' RESPONSIBILITY STATEMENT
In compliance with Section 134(5) of the Act, your directors, based on information made
available to them, confirm the following:
a. that in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to material departures;
b. that 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 as at 31st
March, 2023.
c. that the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the directors had prepared the annual accounts on a going concern basis;
e. that the directors had laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating
effectively;
f. that 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.
18. EXTRACT OF ANNUAL RETURN:
Pursuant to section 92(3) the Companies Act, 2013 and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, as amended from time to time, the Annual
Return of the company as at 31st March 2023 is available on the Company's
website of the Company www.sspower.com
19. AUDIT
A. Statutory Audit & Report
Pursuant to your approval in the Annual General meeting held on 28th
September 2022, your Company has re-appointed M/s. CNK & Associates LLP, Chartered
Accountants, Mumbai (ICAI Firm Registration No: 101961W/ W-100036), as the statutory
auditors of the company, for a second term of five (5) consecutive years from FY 2022-23
to 2026-27 to hold the office from the conclusion of 44th Annual General
Meeting till the conclusion of 49th Annual General Meeting to be held in 2027.
Auditor's Report:
No qualifications, adverse remarks, or disclaimers were made by the Statutory Auditors
with regard to the financial statements for the financial year 2022-2023.
The Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Companies Act, 2013. There have been no instances of fraud reported
by the above-mentioned Auditors under Section 143(12) of the Act and Rules framed
thereunder either to the Company or to the Central Government during FY 2022-2023.
B. Secretarial Audit & Report
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Director appointed M/s BP
& Associates, a firm of Company Secretaries in Practice, Chennai to conduct the
Secretarial Audit of the Company for the year ended 31st March, 2023. The
Report of the Secretarial Audit is annexed herewith as ANNEXURE - II.
The Secretarial Auditors for the financial year ended 31st March 2023 contains
qualifications and clarifications by the Board as follows;
OBSERVATION |
MANAGEMENT REPLY |
As per Regulation 6 of the Securities Exchange Board of India (Listing
Obligation & Disclosure Requirements) 2015, any vacancy in the office of the
Compliance Officer shall be filled by the listed entity at the earliest and in any case
not later than three months from the date of such vacancy, but the company has not
appointed a compliance officer within the prescribed period. |
Company has initiated the process for search of person
for appointment :
1. Qualified Company secretary for the post of Company secretary
and Compliance officer of the company
2. Chief financial officer for the company |
As per Section 203 of the companies Act,2013, every Listed entity
shall have Company Secretary and Chief Financial officer, whole-time key managerial
personnel, any vacancy in the office of the Company Secretary and Chief Financial officer,
whole-time key managerial personnel shall be filled by the Board at a meeting of the Board
within a period of six months from the date of such vacancy, but the company has not
appointed a Company Secretary and Chief Financial officer, whole-time key managerial
personnel within the prescribed period. |
C. Internal Auditors
Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The Companies
(Accounts) Rules, 2014 and all other applicable provisions (including any statutory
amendment thereto) if any on the Companies Act, 2013 M/s. DURV & Associates LLP,
Chartered Accountants, Chennai was appointed as the Internal Auditors of the Company for
the Financial Year 2022-23.
D. Cost Audit & Cost Records
Your Company does not fall under the purview of Section 148 of Companies Act, 2013.
20. REPORTING OF FRAUDS
The Statutory and Secretarial Auditors of the Company have not reported any fraud to
the Audit Committee of Directors as specified under section 143(12) of the Act, during the
year under review.
21. CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI Regulations, a separate
section on Corporate Governance practices followed by the Company, together with a
certificate from the Practicing Company Secretary confirming compliance with the
conditions of corporate governance, forms an integral part of this report as ANNEXURE III.
Compliance reports in respect of all laws applicable to the Company have been reviewed by
the Board of Directors periodically.
Your Company is committed to observing good corporate governance practices in letter
and spirit. Your Board of Directors has taken all necessary steps to ensure compliance
with the Corporate Governance guidelines, as laid out in the SEBI Regulations 2015. All
the Directors and Key Management Personnel of the Company have affirmed in writing their
compliance with and adherence to the ‘Code of Ethics for Board of Directors and
Senior Executives' adopted by the Company.
The Annual report of the Company contains a certificate by the Managing Director in
terms of the SEBI Regulations on the compliance declarations received from the Directors
and the Senior Management Personnel.
The Secretarial Auditors of the Company have examined the requirements of Corporate
Governance with reference to SEBI Listing Regulations and have certified the compliance,
as required under SEBI Listing Regulations. The Certificate in this regard is attached as
Annexure in this report.
Your Company had duly complied with the requirements regarding Corporate Governance as
stipulated under Regulation 24 of the SEBI Regulations.
Further as required under Regulation 17(8) of the SEBI Regulations, a certificate from
the Managing Director and Chief Financial Officer of the Company with regard to the
financial statements and other matters is being annexed with this Report as ANNEXURE III
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of Energy
• The Company ensures that the manufacturing operations are conducted in the
manner whereby optimum utilization and maximum possible savings of energy is achieved.
• The Company is also making continuous efforts for utilizing alternate sources of
energy.
• The Company has launched formal management system implementation on environment,
health safety.
• It will bring significant focus on sustainable development and energy
conservation.
(B) Technology Absorption & Product Innovation
• Company's products are manufactured by using in-house know-how technology and no
outside technology is being used for manufacturing activities.
• Company operates in a very competitive environment regular value engineering and
adoption of new efficient material and manufacturing technology is a key to stay at the
forefront of the cost competitiveness.
(C) Foreign Exchange Earnings and Outgo:
• Total Foreign exchange earned in terms of actual inflows during the Financial
Year - 1071.91 Lakhs
• Total Foreign exchange earned in terms of actual outgo during the Financial Year
- 6.35 Lakhs
23. INTERNAL FINANCIAL CONTROLS
The Company has well defined and adequate internal financial control system over
financial reporting, commensurate with the size, scale, and complexity of its operations
to ensure that all the assets of the Company are safeguarded and protected against any
loss and that all the transactions are properly authorized and recorded. The internal
financial controls are adequate and are operating effectively so as to ensure orderly and
efficient conduct of business operations.
Internal Financial controls help the Board to monitor the state of controls in key
business processes. The organization is appropriately staffed with qualified and
experienced personnel for implementing and monitoring the internal control environment.
The Internal Auditors evaluate the effectiveness and adequacy of internal controls, and
compliance with operating systems, policies, and procedures of the Company and recommend
improvements if any. Significant audit observations and the corrective/ preventive action
taken or proposed to be taken by the process owners are presented to the Audit Committee.
The Scope of Internal Audit is annually determined by the Audit Committee considering the
inputs from the management and statutory auditors.
The capital expenditure of the Company as well as its Group is monitored and controlled
with reference to approved budgets. The Audit Committee reviews the overall functioning of
Internal Audit on a periodical basis.
The details in respect of internal financial control and their adequacy are included in
the auditors' report which forms an integral part of this report.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility and related rules are not applicable to the Company.
25. SHIFTING & SALE OF ASSETS LOCATED IN PUDUCHERRY
During the year the branch office of S&S POWER SWITCHGEAR EQUIPMENT LIMITED, wholly
owned subsidiary of company was operating at Door No 4, EVR Street, Sedarapet village,
Villianur commune Panchayat, Puducherry - 605111 has been shifted to CMDA Industrial Area,
Chithamanur Village, Maraimalai Nagar, Tamil Nadu - 603209.
In continuation to the shifting of Puducherry office the management has sold the
freehold land and building located at Door No 4, EVR Street, Sedarapet village, Villianur
commune Panchayat, Puducherry - 605111.
26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186 of Companies Act, 2013, disclosure on particulars relating to
loans, advances, guarantees, and investments are provided as part of the financial
statements.
27. RELATED PARTY TRANSACTIONS
All the related party transactions entered during the year were on an arm's length
basis and in the ordinary course of business. All the related party transactions affected
during the year are disclosed in the notes to the Financial Statements.
There were no materially significant related party transactions, i.e. transactions
exceeding 10% of the annual turnover of the Company as per the last audited financial
statements entered into by the Company with Promoters, Directors, Key Managerial
Personnel, or other designated persons which may have a potential conflict with the
interest of the Company at large. Details of related party transactions are annexed to
this report in the prescribed Form AOC-2 as ANNEXURE IV. Also, none of the Directors or
the Key Managerial Personnel of the Company has any pecuniary relationship or transactions
vis-a-vis the company.
28. INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT
It is firmly believed that employees of the Company and its group are the most valuable
assets and key players in business success and sustained growth. The Company constantly
strives to enhance the level of employee engagement and to ensure healthy career growth
for employees at all levels. A diverse pool of lateral talent has been hired to enhance
bench strength. This includes professional experts with excellent academic credentials and
a professional track record.
The Company continued to conduct various employee benefit, recreational and
team-building programs to enhance employee skills, and motivation as also to foster team
spirit. The Company has also conducted inhouse training programs to develop leadership as
well as technical/functional capabilities of its employees in order to meet future talent
requirements. Industrial relations were cordial throughout the year. The Company has also
identified a pool of the best human resources who are being groomed for future leadership
roles. Structured safety programs were organized emphasizing the safety of people during
the year under review. We affirm that the remuneration paid during the period under review
is as per the Remuneration Policy of the company.
29. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
30. MANAGERIAL REMUNERATION
During the year under review, no employees, whether employed for the whole or part of
the year, was drawing remuneration exceeding the limits as laid down u/s Section 197(12)
of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Particulars of employees as required in terms of the provisions of Section 197 of the
Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014 are set out in Annexure V
31. LISTING OF SHARES
The Trading of shares of the Company has been under surveillance temporarily on account
of ESM (Enhanced Surveillance Measure) in Both BSE and NSE.
The shares of your Company are listed at National Stock Exchange Limited and Bombay
Stock Exchange Limited.
32. DEMATERIALIZATION OF SHARES
As at 31st March, 2023, 49,13,713 equity shares representing 79.25% of the
total equity share capital of the Company were held in dematerialized form with National
Securities Depository Limited 41,02,872 Equity Shares amounting to 66.18% and Central
Depository Services (India) Limited with 8,10,841 Equity Shares of 13.07%.
Your Company has sent reminders to all concerned shareholders advising them to convert
physical shares into demat form. The Company's Registrars are M/s. GNSA INFOTCH LIMITED,
STA Department, Nelson Chambers, Fourth Floor, F-Block, No: 115, Nelson Manickam Road,
Aminjikarai, Chennai - 600 029.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company's operations.
34. PREVENTION OF INSIDER TRADING
Your Company has adopted a code of conduct for prevention of “Insider
Trading” as mandated by the SEBI and same is available on the website of the Company
(www.sspower.com).
Your Company's Audit Committee monitors implementation of said Policy.
35. CODE OF CONDUCT
Your Company has laid down a Code of Conduct Policy which can be accessed on the
Company's website (www.sspower.com).
36. 45th ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE
As per Ministry of Corporate Affairs Circular No. 10/2022 dated December 28, 2022
[‘MCA Circular”], regarding Pandemic and relaxations (e.g VC, no physical
report) thereon, your Company made arrangement to conduct 45th AGM through
Video Conference / Other Audio Visual Means for which necessary information has been given
separately in Notice of 45th AGM.
Also your Company will be complying with said Circulars by sending 45th
Annual Report along with Annexures by way of e-mail to the shareholders as such no
physical copies shall be distributed. Those Shareholders whose email IDs are not
registered, have to register their email ID with Registrar & Share Transfer Agent
(RTA) of the Company.
37. FINES PENALTIES LEVIED BY STOCK EXCHANGES
During the year, an amount of Rs.10,000/- was paid by the company for the delay in
filing Audited Financial results with regard to Regulation 33 of Listing Regulation, for
the year ended 31st March 2022 to both the Bombay Stock Exchange (BSE) and the National
Stock Exchange of India (NSE).
This was due to unavoidable circumstances and your Company has taken all the necessary
precautionary measures to avoid these types of non-compliances in future.
38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR: NIL
39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF: NIL
40. GRATITUDE & ACKNOWLEDGEMENTS
Your Directors placed on record their sincere & high appreciation for the
unflinching commitment, dedication, hard work and valuable contribution made by the
employees of the company and its subsidiaries for sustained growth of group as a whole.
Your Directors also sincerely thank all the Promoters, stakeholders, Government
authorities, Customers, vendors, Banks business associates, shareholders and other
statutory bodies for their continued assistance, support and co-operation.
|
|
For S&S Power Switchgear Limited |
|
Ashok Kumar Vishwakarma |
Ashish Sushil Jalan |
Date : 08th August,2023 |
Managing Director |
Director |
Place : Chennai |
DIN: 05203223 |
DIN: 00031311 |
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