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ABB Power Products and Systems India Ltd

BSE Code : 543187 | NSE Symbol : POWERINDIA | ISIN:INE07Y701011| SECTOR : Capital Goods - Electrical Equipment |

NSE BSE
 
SMC up arrow

939.65

3.10 (0.33%) Volume 280564

20-Oct-2020 EOD

Prev. Close

936.55

Open Price

946.55

Bid Price (QTY)

0.00(0)

Offer Price (QTY)

0.00(0)

 

Today’s High/Low 950.00 - 920.25

52 wk High/Low 1,100.00 - 680.00

Key Stats

MARKET CAP (RS CR) 3988.54
P/E 18.76
BOOK VALUE (RS) 198.1555318
DIV (%) 0
MARKET LOT 1
EPS (TTM) 50.17
PRICE/BOOK 4.74929966098479
DIV YIELD.(%) 0
FACE VALUE (RS) 2
DELIVERABLES (%) 76.78
4

News & Announcements

08-Oct-2020

ABB Power Products and Systems wins project worth Rs 100 cr from HPCL Rajasthan Refinery

08-Oct-2020

ABB Power Products and Systems India Ltd - Announcement under Regulation 30 (LODR)-Press Release / Media Release

08-Oct-2020

ABB Power Products and Systems India Ltd - ABB Power Products and Systems India Limited - Open Offer

07-Oct-2020

ABB Power Products and Systems India Ltd - Updates on Open Offer

08-Oct-2020

ABB Power Products and Systems wins project worth Rs 100 cr from HPCL Rajasthan Refinery

25-Sep-2020

ABB Power energizes first stage of 800 kV Raigarh-Pugalur UHVDC transmission link

31-Jul-2020

ABB Power Products & Systems India to hold board meeting

21-Jul-2020

ABB Power Products & Systems India schedules AGM

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

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Share Holding

Category No. of shares Percentage
Total Foreign 1098356 2.59
Total Institutions 4359624 10.29
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 807446 1.91
Total Promoters 31786256 75.00
Total Public & others 4329993 10.22
Total 42381675 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About ABB Power Products and Systems India Ltd

ABB Power Products and Systems India Ltd Chairman Speech

ABB Power Products and Systems India Ltd Company History

ABB Power Products and Systems India Ltd Directors Reports

Your Directors have pleasure in presenting their first annual report and audited accounts for the financial period ended December 31, 2019.

1. Financial results:

(Amount in INR Crores)

Particulars 19.2.2019 to 31.12.2019*
Revenue from operations 3,230.74
Other income 0.47
Total income 3,231.21
Less: expenses 2,894.98
Profit before depreciation, finance costs, exceptional items and tax expense 336.23
Less: Depreciation/Amortisation/Impairment 48.41
Profit/loss before finance costs, exceptional items and tax expense 287.82
Less: Finance costs 26.38
Profit before exceptional items and tax expense 261.44
Add/(less): Exceptional items (40.79)
Profit before tax expense 220.65
Less: Tax expense (current & deferred) 55.26
Profit for the year (1) 165.39
Other comprehensive income (2) 0.50
Total (1+2) 165.89
Balance of retained earnings transferred pursuant to the scheme of arrangement 149.93
Less: Transfer to debenture redemption -
Reserve Less: Transfer to reserves -
Less: Dividend paid on equity shares -
Dividend paid on preference shares -
Dividend distribution tax -
Balance carried forward 315.82

*Since your Company was incorporated on February 19, 2019, previous year figures are not applicable

2. Performance review:

During the financial period ended December 2019, orders touched INR 2,641.9 crore. The orders witnessed a healthy growth reflecting the technology push and continued traction in transformers and system integration. The order backlog at the end of the year stood at INR 5,100.7 crore which continued to provide visibility to the future revenue streams.

The revenue from operations for your Company for the financial period ended December 2019 stood at INR 3,231.2 crore, reflecting stability of operations in an uncertain market situation. Profit before tax was at INR 220.65 crore mainly due to operational efficiencies. Net profit after tax was at INR 165.39 crore. Consequently, the earnings per share for the financial period ended December 31, 2019 stood at INR 44.69.

For detailed analysis of the performance, including industry overview, changes and outlook, please refer to the Management's Discussion and Analysis Report provided in Annexure – A, forming part of this Report.

3. COVID-19:

Your Company has been responding to the COVID-19 pandemic by looking after its entire eco-system of employees, customers and suppliers, with focus on health awareness and safety measures. As a responsible corporate citizen, your Company has always maintained strict adherence to the direction/ guidelines of central, state and local authorities.

In accordance with the order of Ministry of Home Affairs' for national lockdown from March 25, 2020, operations across plants, project sites and offices were closed. Your Company will resume operations as may be permitted by various governing authorities. While your Company has made every effort to swiftly adapt to the new norm, the closures will likely have an impact on its performance which can only be gauged in the quarter ending June 30, 2020.

4. Dividend:

This being the first year of business operation and consequent to the demerger of Power Grids Business, your Directors have not recommended any dividend for the period ended December 31, 2019.

5. Scheme of Arrangement:

A Scheme of Arrangement ("Scheme") was entered into between (i) ABB India Limited ("INABB"/ "Transferor") (a subsidiary of your Company's Promoter, ABB Asea Brown Boveri Ltd) and (ii) your Company ("Company"/"Transferee") and their respective shareholders and creditors, pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013, which provided for inter alia the Demerger of the Power Grids Business of INABB ("Demerged Undertaking") and the consequent issuance of equity shares by the Company to the shareholders of INABB as per the Share Entitlement Ratio.

The Scheme was approved by your Board of Directors pursuant to its resolution dated March 5, 2019 and the Board of Directors of INABB pursuant to its resolution dated March 5, 2019. Pursuant to an order dated June 27, 2019, passed by the National Company Law Tribunal, Bengaluru Bench, ("NCLT"), meetings of the equity shareholders and the creditors of INABB were convened. The equity shareholders and the creditors of INABB approved the Scheme at court convened meetings, each held on August 9, 2019. The NCLT approved the Scheme on November 27, 2019. The Appointed Date of the Scheme was April 1, 2019 and the Effective Date was December 1, 2019.

The Scheme provided for the transfer by way of a demerger of the Demerged Undertaking and the consequent issue of equity shares by the Company to the shareholders of INABB in accordance with the Share Entitlement Ratio, and various other matters consequential or integrally connected therewith, including the re-organisation of the share capital of the Transferee, pursuant to Sections 230 to 232 of the Companies Act, 2013, the SEBI circulars and in compliance with the Income Tax Act, 1961

6. Board of Directors' response to observations, qualifications and adverse remarks in Auditor's Report

The Statutory Auditors ("Auditors") have qualified their opinion in relation to the matters specified in Notes 37 of the Financial Statements for the period ended December 31, 2019 ("Statements").

The Board's responses to the qualifications and other observations or adverse remarks are as follows.

a. Qualified Opinion: We have audited the financial statements of ABB Power Products and Systems India Limited ("the Company"), which comprise the balance sheet as at 31 December 2019, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the period from February 19, 2019 (date of incorporation) to December 31, 2019 ("the period"), and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the aforesaid financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at December 31, 2019, and its profit and other comprehensive income, changes in equity and its cash flows for the period.

b. Basis for Qualified Opinion: We draw attention to Note 37 to the financial statements regarding the Scheme of Arrangement (‘Scheme') for demerger of the power grid business of ABB India Limited with the Company. The scheme of arrangement ("Scheme") as envisaged and entered into between (i) ABB India Limited ("INABB"/ "Transferor") and (ii) the Company ("Company"/ "Transferee") and their respective shareholders and creditors, pursuant to the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013, which provided for inter alia the Demerger of the Power Grids Business of INABB ("Demerged Undertaking"), with an appointed date of April 1, 2019, has been approved by the National Company Law Tribunal (‘NCLT') vide its order dated November 27, 2019 and a certified copy has been filed by the Company with the Registrar of Companies, Bangalore, on December 1, 2019.

As per the applicable accounting standard Ind AS 103, since this demerger is a common control business combination, the financial information necessitates restatement by the transferee at carrying amounts not from the appointed date but from the beginning of the preceding period in the financial statements which happens to be the date of incorporation i.e. February 19, 2019. Consequentially, the Company is required as per Ind AS 103 to give effect to the business combination from February 19, 2019 (date of its incorporation). However, the Company has recognized the impact of the business combination only from April 1, 2019 (i.e. the appointed date specified in the scheme). Accordingly, we are unable to comment on the resultant impact on the Company's statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the period from February 19, 2019 to March 31, 2019. However, there is no impact of the same on the Company's balance sheet as at December 31, 2019.

c. Board's response to qualification in Auditor's Report: The Statutory Auditors ("Auditors") have qualified their opinion in relation to the matters specified in Notes 37 of the Financial Statements for the period ended December 31, 2019 ("Statements"). The Board's responses to the qualifications are as follows.

The management has taken note of the basis for qualified opinion of the Auditors and believes that due to incoherence between the appointed date i.e., April 1, 2019 and date of incorporation i.e. February 19, 2019 and auditors opinion on Ind AS 103 such a one off situation has arisen. Further, in addition to what has been stated in Note 37 of the Statements, we wish to state that in anticipation of reorganisation of ABB India Limited's business by way of said Scheme, the Company was incorporated. Such date of incorporation is not in control of the Company. The Registrar of Companies issued the certificate of incorporation on February 19, 2019. The management confirms that, during the period between February 19, 2019 and March 31, 2019, no active business was undertaken other than the initial paid up share capital. In light of the above, there is no impact on the financial statements of the Company as at December 31, 2019 as affirmed by the Auditors.

7. Change in the financial year:

Your Company was incorporated on February 19, 2019 with first financial year commencing on February 19, 2019 and ending on March 31, 2020. Your Company subsequently made an application to the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad on November 5, 2019 to change your Company's first financial year from February 19, 2019 to December 31, 2019. Pursuant to an order bearing no. F.No:10/19/Karnataka/RD (SER)/2(41) of 2013/2019/6328 dated December 12, 2019, passed by the Regional Director, South East Region, Ministry of Corporate Affairs, Hyderabad the Company's financial year commences on January 1 and ends on December 31 of a given year.

8. Material changes and commitments, if any, affecting the financial position of the company, having occurred since the end of the year and till the date of this report and disclosures:

Other than those mentioned in this Report, there have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial period to which the financial statements relate and the date of this Report.

9. Extract of Annual Return:

As per provisions of Section 92 (3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the extract of the Annual Return in the Form MGT-9 is given in Annexure – B, forming part of this report.

10. Board Meetings held during the period:

During the financial period under review, nine (9) meetings of the Board of Directors were held. The Company re-constituted the Board and has appointed independent directors. The details of the meetings are furnished in the Corporate Governance section forming part of this report.

11. Independent directors and compliance on criteria of independence by the independent directors

The following independent directors were appointed during the period under review and the Board is of the view that they have adequate expertise, experience and proficiency.

Mr. Mukesh Butani holds a bachelor's degree in commerce from Mumbai University. He is a certified chartered accountant from the Indian Institute of Chartered Accountants. He founded BMR Legal Advocates, a tax law firm in India. He has expertise in taxation laws.

Ms. Akila Krishnakumar is an alumnus of Birla Institute of Technology and Sciences. She was previously the president – global technology and country head of Sun Gard, which was acquired by Fidelity National Information Services, Inc. She has expertise in diverse business profiles.

Ms. Nishi Vasudeva holds a bachelor's degree in economics from Delhi University and is an alumnus of Indian Institute of Management, Calcutta. She was the Chairman and Managing Director of Hindustan Petroleum Corporation

Limited till March 2016. She has expertise in diverse business profiles.

All independent directors of the Company have given declarations to the Company under Section 149 (7) of the Act that, they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of management. The independent directors have affirmed compliance with the Code of Conduct, as on December 31, 2019. During the financial period, a separate meeting of the independent directors was not required to be held as Board was re-constituted and independent directors were appointed w.e.f. December 24, 2019.

12. Nomination and Remuneration Policy of the Company:

The Board of Directors have constituted a Nomination and Remuneration Committee ("NRC") on December 24, 2019. The Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company along with other related matters have been provided in the Corporate Governance Report.

The nomination and remuneration policy is available on the website of the Company: https://new.abb. com/grid/appsil/investors-section/board-of-directors.

A Statement of Disclosure of Remuneration pursuant to Section 197 of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure – C, forming part of this report.

13. Dividend distribution policy:

As required under Regulation 43A of the Listing Regulations, the Company has a policy on dividend distribution. This policy can be accessed on the Company's website at https://new.abb.com/grid/ appsil/investors-section

14. Particulars of loans, guarantees or investments under Section 186 of the Act:

During the period under review, your Company has not granted any Loan, Guarantees or made investments within the meaning of Section 186 of the Act.

15. Amount, if any, proposed to be transferred to Reserves:

For the financial period under review, your Company has proposed not to transfer any amount to the General Reserves.

16. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The particulars as prescribed under Section 134 of the Act read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are given in Annexure – D, forming part of this report.

17. Risk Management:

Your Company has constituted a Risk Management committee on December 24, 2019 and adopted a Risk Management Policy as required under Companies Act 2013 and Listing Regulations. The Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The purpose of the Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with regard to enterprise risk management. The details and the process of Risk Management are provided as part of Management's Discussion and Analysis which forms part of this Report.

18. Corporate Social Responsibility initiatives:

The Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee on December 24, 2019 as required under the Act for implementing various CSR activities and adopted CSR Policy at its meeting held on April 30, 2020. Composition of the Committee and other details are provided in Corporate Governance Report which forms part of this Report. During the period under review, your Company was not required to spend any amount on CSR activities since the criteria specified in Section 135 of the Companies Act, 2013 was not applicable and also being the first year of incorporation. Detailed report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in Annexure – E, forming part of this Report.

19. Annual evaluation of Board, its Committees and Individual Directors:

Since the Board of Directors were reconstituted effective December 24, 2019, and this being the first year of operation, your Company was listed effective March 30, 2020, carrying out of an annual evaluation of Board of Directors of its own performance, its Committees pursuant to the requirements of the Act and the Listing Regulations, was not applicable for the financial period under review.

20. Audit Committee and its recommendations:

The Board constituted an Audit Committee of Directors on December 24, 2019. The details pertaining to composition of the Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this Report. The Board has accepted all recommendation of Audit Committee, made during the financial period under review.

21. Related Party Transactions:

The Board of Directors have adopted a policy on Related Party Transactions at its meeting held on December 24, 2019. The objective is to ensure proper approval, disclosure and reporting of transactions as applicable, between the Company and any of its related parties.

Transactions with related parties, as per requirements of Indian Accounting Standard have been disclosed in the accompanying financial statements. Your Company's Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company's website. Link for the same is: https://new. abb.com/grid/appsil/investors-section

ABB Asea Brown Boveri Ltd hold 10% or more shares in the Company. The details of transactions with promoter/promoter group holding 10% or more shares have been disclosed in the accompanying financial statements.

Consequent to the Scheme of Arrangement becoming effective from December 1, 2019, to ensure continuation of operations of the demerged Power Grids business by your Company, it was agreed to seek certain services from ABB India Limited ("Transferor") by entering into some Transitional Agreements and also executed certain Lease Agreements. These agreements fall within the definition of Related Party Transaction under the provisions of Section 188 of the Companies Act, 2013, requiring disclosures to be made in Form No. AOC-2 pursuant to Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 which is attached as Annexure-F.

22. Reporting of frauds:

There was no instance of fraud during the period under review, which required the statutory auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

23. Transfer to Investor Education and Protection Fund:

As your Company was incorporated on February 19, 2019, and that no dividend was recommended/ declared during the financial period ended December

31, 2019 there is no unclaimed dividend during the financial period under review and therefore, no dividend amount was transferred as required under Section 124 of the Act, to the Investor Education and Protection Fund ("IEPF") established by the Central Government. Mr. Poovanna Ammatanda, General Counsel , Company Secretary and Compliance Officer has been appointed as the Nodal Officer of the Company.

Pursuant to the Scheme of Arrangement (entered into between Company, ABB India Limited and their respective Shareholders and Creditors) approved by NCLT vide its order dated November 27, 2019, your Company allotted on December 24, 2019, equity shares to the shareholders of ABB India Limited. Out of 4,23,81,675 Equity shares allotted, 1,07,421 Equity Shares were directly allotted to the IEPF account as a consequence of issue of Equity Shares by your Company to the shareholders of ABB India Limited in accordance with the Share Entitlement Ratio.

As explained above, as no dividend was declared since incorporation of the Company nor transferred to IEPF, other details like amount of unclaimed/ unpaid dividend and the corresponding shares were not applicable for the period under review. Also, redemption amount of preference shares, amount of matured deposits, for companies other than banking companies, along with interest accrued thereon, amount of matured debentures along with interest accrued thereon, application money received for allotment of any securities and due for refund along with interest accrued, sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation resultant benefits on shares transferred to the IEPF, year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the year and the corresponding shares, which are liable to be transferred to the IEPF, and the due dates for such transfer, the amount of donation, if any, given by the company to the IEPF, such other amounts transferred to the IEPF, if any, during the period under review are not applicable.

24. Particulars of employees including remuneration of directors and employees:

The information on employee particulars,as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, are given in Annexure-G, forming part of this report. In terms of Section 136 of the Act, the Report and Financial Statements are being sent to the Members and others entitled thereto, excluding this Annexure. This Annexure shall be provided to Members on a specific request made in writing to the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day upto the date of the 1st Annual General Meeting. Consequent to the sanction of the Scheme of Arrangement and the effective date of the Scheme being December 01, 2020, employees pertaining to power grid business were transferred to your Company. Since the appointed date for the Scheme is April 01, 2019, details of employees under this section is for the period from April 1, 2019 to December 31, 2019. The Managing Director of the Company did not draw any remuneration from holding company from the date of his appointment as Managing Director of the Company, i.e. December 2, 2019. Your Company did not have any joint venture or subsidiary Company.

25. Directors' Responsibility Statement:

To the best of knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Act, that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. they 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 December 31, 2019, and of the profit and loss of the Company for the period ended on that date;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

26. Disclosure on confirmation with the Secretarial Standards:

Your Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India have been duly complied with.

27. Corporate Governance Report and Certificate:

As required under Regulation 34(3) read with Schedule V (C) of the Listing Regulations, a report on Corporate Governance and the certificate as required under Schedule V (E) of the Listing Regulations from Messrs V. Sreedharan & Associates, Practicing Company Secretaries, regarding compliance of conditions of Corporate Governance are given in Annexure – H and Annexure – I respectively, forming part of this report.

28. Secretarial Audit:

Pursuant to provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments thereto, your Company engaged the services of Messrs BMP & Co. LLP, Company Secretaries, Bengaluru, to conduct the Secretarial Audit of the Company for the financial period ended December 31, 2019. The Secretarial Audit Report in Form MR-3 is given in Annexure – J, forming part of this report.

29. Business Responsibility Report:

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report forms part of the Annual Report.

30. Whistle Blower Policy/Vigil Mechanism:

The Company has adopted a vigil mechanism/ whistle blower policy on December 24, 2019 for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of conduct. The mechanism provides for adequate safeguards against victimization of Director(s) and Employee(s) who avail of the mechanism. The policy provides for direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases.

The Whistle Blower Policy/Vigil Mechanism is available on Company's website : https://new.abb.com/grid/ appsil/investors-section

31. Directors and Key Managerial Personnel:

During the period under review, Mr. Sanjeev Sharma, Mr. Sridhar Krishnaswamy Tyagavalli and Mr. Gururaj Bhujangarao were appointed as the First Directors upon incorporation of your Company w.e.f. February 19, 2019.

Mr. Achim Michael Braun and Mr. Ismo Antero Haka were appointed as Additional Directors w.e.f. November 22, 2019. Mr. Venu Nuguri was appointed as Additional Director w.e.f. December 2, 2019.

Mr. Ajay Singh was appointed as Chief Financial Officer w.e.f. December 02, 2019 and Mr. Poovanna C. Ammatanda was appointed as General Counsel, Company Secretary and Compliance Officer w.e.f. December 2, 2019.

Mr. Frank Duggan was appointed as Non-Executive, Non-Independent Director and Chairman of the Company w.e.f. December 24, 2019. Mr. Mukesh Butani, Ms. Akila Krishnakumar and Ms. Nishi Vasudeva were appointed as Non-Executive and Independent Directors w.e.f. December 24, 2019.

Mr. Achim Michael Braun and Mr. Ismo Antero Haka resigned as Directors w.e.f. December 16, 2019 due to pre-occupation. Mr. Gururaj Bhujangarao and Mr. Sridhar Krishnaswamy Tyagavalli resigned as Directors w.e.f. December 24, 2019 due to the reconstitution of the Board of Directors. Your Directors place on record their sincere appreciation of the valuable contribution made by them.

The appointment of additional directors of Mr. Frank Duggan, Mr. Mukesh Butani, Ms Akila Krishnakumar, Ms. Nishi Vasudeva, Mr. Venu Nuguri is proposed to be regularised by way of postal ballot exercise to be conducted prior to convening first Annual General Meeting.

The Board of Directors approved the appointment of Mr. Venu Nuguri as Managing Director w.e.f. December 2, 2019. Consequently, it will be proposed to the Shareholders to approve the appointment of Mr. Venu Nuguri as Managing Director for a term of 3 years w.e.f. December 2, 2019 along with other terms and conditions of services including remuneration by way of postal ballot exercise to be conducted prior to the convening of first Annual General Meeting.

Apart from aforesaid changes there are no changes in Directors and Key Managerial Personnel of the Company from end of financial period upto the date of this report. Details of Directors, Key Managerial Personnel and Composition of various Committees of the Board are provided in the Corporate Governance Report forming part of this report.

Mr. Sanjeev Sharma and Mr. Frank Duggan are Directors liable to retire by rotation. In accordance with the provisions of the Companies Act, 2013 read with Articles of Association of the Company, Mr. Sanjeev Sharma (DIN: 07362344), Director, is retiring by rotation at the ensuing Annual General Meeting of the Company, and being eligible, has offered himself for re-appointment.

Necessary resolution relating to Mr. Sanjeev Sharma, Director, who is seeking re-appointment as a Director is included in the Notice of Annual General Meeting. The relevant details of Mr. Sanjeev Sharma is given in the annexure to the Notice of the Annual General Meeting.

As on December 31, 2019, and as on date, Mr. Venu Nuguri, Managing Director, Mr. Ajay Singh, Chief Financial Officer, and Mr. Poovanna Ammatanda, General Counsel, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

32. De posits:

During the period under review, your Company did not accept any deposit within the meaning of the provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

33. Share Capital and Debt structure:

Your Company was incorporated with an Authorised share capital of INR 5,00,000/- divided into 2,50,000 Equity shares of INR 2 each.

Consequent to the Scheme of Arrangement between ABB India Limited (Transferor) and your Company becoming effective and in consideration of vesting of the Demerged Undertaking from ABB India Limited to the Company, the authorized share capital stood increased to INR 10,00,00,000/- divided into 5,00,00,000 equity shares of INR 2/- each w.e.f. December 9, 2019, your Company has on December 24, 2019, issued and allotted one fully paid Equity Share of INR 2/- each of the Company for every five fully paid up equity shares of INR 2/- each held in the Transferor ("Share Entitlement Ratio") to the shareholders of the Transferor, as on December 23, 2019, ("Record Date"). Thus 4,23,81,675 Equity Shares of INR 2 each were allotted. Pursuant to the terms of Scheme and its approval, entire pre-scheme share capital of 50,000 Equity shares of INR 2/- held by ABB India Limited stood cancelled automatically.

Out of this 4,23,81,675 equity shares, Company allotted 9,266 Equity shares (pursuant to fractional entitlements of Members of ABB India Limited as per share entitlement ratio) and the shares have been allotted to ABB Power Products and Systems India Limited Fractional Shares Trust 2019 which has been constituted specifically to hold the shares on behalf of the entitled shareholders of fractional shares in accordance with the Scheme of Arrangement and the same will be sold in the market and the sale proceeds would be distributed amongst the entitled shareholders.

The Company has received listing approval from BSE Limited ("BSE") and National Stock Exchange of India

Limited ("NSE") and 4,23,81,675 equity shares of the Company have been listed and trading commenced w.e.f. March 30, 2020, on BSE & NSE.

Pursuant to a resolution passed by the Shareholders of your Company on November 26, 2019 and subject to the provisions of the Companies Act, 2013 and the Articles of Association, the Board is authorised to borrow money, as and when required, from, including without limitation, any bank and/or other financial institution and/or foreign lender and/or anybody corporate/entities/and/or authorities, either in Rupees or in such other foreign currencies as may be permitted by law from time to time, as may be deemed appropriate by the Board for an aggregate amount not exceeding a sum of INR 5,000 crores for the Company, notwithstanding that money so borrowed together with the monies already borrowed by the Company, if any (apart from temporary loans obtained from the Company's bankers in ordinary course of business) may exceed the aggregate of the paid-up capital of the Company, its free reserves and securities premium. Pending establishment of banking limits, your Company borrowed from ABB India Limited and the outstanding loan as on December 31, 2019, payable by your Company was INR 347.62 crores. Subsequently, your Company has repaid the entire amount of loan availed from ABB India Limited and established banking limits.

There was no issue of preference shares, debenture, warrants or other convertible securities during the financial period under review. The Company has not issued any shares with differential voting rights, bonus shares, sweat equity shares, employees stock option nor bought back any share during the financial period under review. No shares were held in the trust for the benefit of employees during the financial period under review. Your Company did not secure any credit rating during the period under review.

There has been no revision of financial statement or report, no change in nature of business. There was no instance of Statement indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting.

34. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company:

During the period under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status of the Company.

With regard to the Demerger, the National Company law Tribunal (NCLT), Bengaluru bench approved the Scheme of Arrangement (Demerger) vide its order dated November 27, 2019.

With regard to listing process of the Company's equity shares and in terms of the SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017 as amended vide SEBI circular dated Jan 3, 2018 ("SEBI Circular"), the Company was required to list the equity shares of the Company with BSE Limited and National Stock Exchange of India Limited within 60 days of the date of the receipt of the order approving the Scheme of Arrangement. SEBI vide letter dated March 13, 2020 notified to the Company, the delay in compliance with the SEBI Circular and to ensure compliance in future.

35. Internal financial control systems and their adequacy:

The details on Internal financial control systems and their adequacy are provided in the Management's Discussion and Analysis which forms part of this Report.

36. Disclosure as per the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act,2013:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules there under w.e.f.

February 28, 2020. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the period under review, no cases were reported.

37. Statutory Auditors:

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), were appointed as the first Statutory Auditors of the Company. Their term expires at the conclusion of First Annual General Meeting of the Company.

For next term, your Directors have recommended appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Registration No. 101049W/ E300004) as Statutory Auditors, for a period of five years, to hold office from the conclusion of first Annual General Meeting until the conclusion of sixth Annual General Meeting at such remuneration as may be mutually agreed. Consent of members is being sought in the notice convening the first Annual General Meeting seeking appointment.

38. Cost Audit and Cost Auditor of the Company:

The provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, were applicable to the Company and accordingly the Board of Directors, on the recommendation of the Audit Committee, appointed Messrs Ashwin Solanki & Associates, Cost Accountants (Registration No: 100392) as Cost Auditor of the Company, for the financial period ending December 31, 2019, for conducting the audit of the cost records maintained by the Company.

The Board of Directors, on the recommendation of the Audit Committee, has appointed Messrs Ashwin Solanki & Associates, Cost Accountants (Registration No: 100392) as Cost Auditor of the Company, for the financial year ending December 31, 2020, for conducting the audit of the cost records maintained by the Company.

A Certificate from Messrs Ashwin Solanki & Associates, Cost Accountants has been received to the effect that their appointment as Cost Auditor of the Company, if made, would be in accordance with the limits specified under Section 141 of the Act and Rules framed thereunder and they are not disqualified to be appointed as Cost Auditor.

39. Listing of the equity shares of the Company:

Your Company received listing and trading approval for 4,23,81,675 Equity Shares of INR 2 each from the BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") on March 25, 2020. The equity shares of your Company commenced trading on BSE and NSE from trading hours on March 30, 2020. The Stock Code of Equity Shares of your company are NSE Symbol: POWERINDIA, BSE Scrip code: 543187 (POWERINDIA) and ISIN: INE07Y701011

40. Shifting of registered office of the Company:

The registered office of your Company has been shifted from 21st Floor, World Trade Center Brigade Gateway, No. 26/1, Dr. Rajkumar Road, Malleshwaram, Bengaluru - 560055 to 8th Floor, Brigade Opus 70/401, Kodigehalli Main Road, Bengaluru - 560092 w.e.f. March 16, 2020.

41. Management Discussion and Analysis Report (MDAR)

The Management Discussion and Analysis Report (MDAR) is annexed as Annexure A to this report.

42. Postal ballot

The Company proposes to conduct postal ballot exercise through remote e-voting pursuant to

Section 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), read with Rule 22 and other applicable rules of the Companies (Management and Administration) Rules, 2014 ("Rules") (including any statutory modifications, amendments or re-enactment thereof for the time being in force) and General Circular No. 14/2020 dated April 8, 2020, read with General Circular No. 17/2020 dated April 13, 2020, issued by Ministry of Corporate Affairs, Government of India ("MCA Circulars") and pursuant to other applicable laws and regulations MCA circulars .

43. Acknowledgements:

The Board of Directors take this opportunity to thank the Company's parent company, customers, members, suppliers, bankers, associates, Central and State Governments and employees at all levels for their support and co-operation extended to the Company during the period under review.

For and on behalf of the Board of Directors

For ABB Power Products and Systems India Limited

Frank Duggan
Place: Bengaluru Chairman
Date: April 30, 2020 DIN: 02937233

Annexure - A to Directors' Report

Management discussion and analysis

Industry structure and developments

Economic and market overview

2019 began on a hopeful note. With the new central government being elected on an even greater majority than in 2014, expectations were high of a policy that would boost the country's growth momentum. The triple balance sheet problem involving banks, corporates and non-bank financial intermediaries, triggered by the NBFC defaults in 2018, kept credit conditions tight.

Despite several rounds of monetary policy easing by the Reserve Bank of India and stimulus measures from the Government, private investment and core sector output failed to pick up. With investment low, job creation and jobs-driven consumption recovery remained missing. By September, stagnation in the manufacturing sector worsened due to weak spending and outlay. All three major industrial sectors - mining, manufacturing and electricity shrank. Industrial output too remained weaker-than-expected.

An additional headwind for India was weaker global demand. The Indian Rupee remained battered due to persistent weakness in the domestic economy, financial sector woes, volatility in oil prices, as well as trade tensions between the U.S. and China, pushing investors to seek shelter in U.S. assets. Thus, the currency could do little for exports. Global trade turbulence and various protectionist measures taken by countries took a toll on performance.

The year, however, closed with things to look forward to. December's manufacturing PMI rose to 52.7 from 51.2 in November, showing an uptick in consumer demand and exports1. The U.S. and China also agreed on a partial trade deal, while domestically the Government provided a thrust for infrastructure projects and measures to usher credit liquidity in the system.

Power sector overview

Over the past decade, energy and emission intensities as part of the country's gross domestic product have decreased by more than 20 percent2. By December 2019, the country had deployed a total of 84 gigawatt (GW) of grid-connected renewable electricity capacity, while total generating capacity reached 366 GW.

The Union Budget 2019-20 opened doors to several potential opportunities for the power sector. It announced the allocation of INR 100 lakh crore for infrastructure over the next five years3. It also showed commitment to creating a blueprint for gas and water grids as well as regional airports. To facilitate its 24/7 power for all by 2022, it also promised the roll out of a new tariff policy for the power sector alongside schemes to reduce losses of distribution companies (discoms), albeit with more stringent caveats. For attracting investment for manufacturing and to ensure clean energy over time, it also allocated INR 10,000 crore for the faster adoption of electric vehicles. The decision to float a new public sector discom, with pan-India presence, was also realized.

Yet, for most of 2019 the power sector remained under pressure due to power purchase agreement re-negotiations, demand reduction and mounting dues from discoms to the generating companies. Electricity consumption growth slowed causing electricity generation, including from renewables, to stay in second gear. Conventional generation was down 19 percent in October while overall generation fell 1 percent year-on-year in the fourth quarter. The cumulative year-to-date production (April-December) from on-grid coal-fired power generation was also down 25 billion units in absolute terms4. The rising cost of coal and rail transportation further dampened investor interest in the thermal sector, having them to continue to pivot toward renewable energy – the lowest cost source of new power generation. State-center policy issues such as the perplexity of implementing ‘Make-in-India' also led to the cancellation of more than 4.5 GW of tenders and the under subscription of another 6 GW of auctions due to scarce investor interest4.

With such a backdrop, ABB Power Grids retained its focus on solid fundamentals to build on existing opportunities and make headway in carefully chosen high-growth segments such as grid automation and rail. Many of these will drive business growth in the years ahead. Also central to our vision are the United Nations Sustainable Development Goals, notably Goal 7 for affordable and clean energy.

1 https://in.reuters.com/article/india-economy-pmi/indias-december- factory-activity-picks-up-to-seven-month-high-but-business- optimism-weakens-idINKBN1Z106T.

2 https://www.iea.org/reports/india-2020.

3 https://www.firstpost.com/business/infra-budget-2019-rs-100-lakh- crore-allotted-for-infrastructure-in-next-5-years-projects-to-bridge- urban-rural-divide-highlighted-6940701.html.

4 Central Electricity Authority

Over the coming decade, technology developments and economic advantages strongly intertwine with Government's ambition to put India in a position to transform its electricity sector. The push on adoption of advanced digital technologies such as big data and artificial intelligence to curb emissions and improve efficiency, including the digital solutions pioneered by our Company, is projected to continue.

ABB Power Products and Systems India Limited has built a compelling portfolio of products and solutions that enable increased use of clean energy sources across the focus sectors of utilities, industries, transportation and infrastructure to drive business growth and will continue to focus on innovation to bring value to our stakeholders. We are confident that we have the expertise and footprint to build on the momentum and power ahead.

Business overview

In 2019, Power Grids demerged from ABB India Limited and became a standalone legal entity - ABB Power Products and Systems India Limited. We began our march to a new future backed by the legacy accorded to us by our former patron. With a history of over 130 years, ABB has a proven track record with worldwide installed base, lifecycle support services and domain expertise. It is known for its commitment to continuous innovation and development of power technologies. Hence, although young, we are backed with a significant sectoral experience.

The management of ABB Power Products and Systems India Limited has historically been associated with the Power Girds business in various roles and brings on board extensive business experience. Equipped with a thorough understanding of industry trends, demands and market changes, we are confident of our ability to adapt and diversify our operating capabilities and take advantage of market opportunities. We are poised to innovate and create value in the power technologies space and be the partner-of-choice for enabling a stronger, smarter and greener grid.

As of date, we have five manufacturing locations spread across Gujarat and Karnataka, a well-entrenched network of 17 sales offices and established customer relationships. We operate across four business lines, namely, (i) grid automation, (ii) grid integration, (iii) high-voltage products and (iv) transformers, and provide product, system, software and service solutions across the entire power value chain. Our offerings are designed to meet the growing demand for electricity with minimum environmental impact. We support utility, industry and transport and infrastructure customers to plan, build, operate and maintain their power infrastructure.

Segment and product-wise reporting

We are engaged in the business relating to products, projects and services for electricity transmission and related activities. Accordingly, the Company's activities and business is reviewed regularly by the chief operating decision maker from an overall business perspective, rather than reviewing its products/services as individual standalone components. Thus, we have only one operating segment, and have no reportable segment in accordance with Ind AS- 108 ‘Operating Segments'. ABB Asea Brown Boveri Limited hold 10 percent or more shares in the Company. The details of transactions with promoter/ promoter group holding 10 percent or more shares have been disclosed in the accompanying financial statements.

Our strategy

We aim to solidify our presence in the power sector and have been putting immense effort in strengthening its operations. In accordance with our global strategy, we have prioritized eight high-growth segments, namely, grid automation, FACTS, rail, HVDC, data centers, software, EV infrastructure and microgrids to drive future growth. We are well-positioned against our competitors to take advantage and have a leading position in these attractive markets.

Our strategy is built upon three strategic pillars. First, to become a growth engine through developing a world-class front-end team and a customer-centric mindset. Second, to sharpen our winning portfolio and business models by competitiveness and maximized customer value. And third, to drive for world-class execution by ensuring industry-leading quality and operational performance. These pillars are anchored to a foundation of people and innovation. While hiring top talent and building people capabilities for large projects is a challenge across the power industry, we are sure of our strengths and are empowered by our agile structure and expected overall market growth.

Our continued focus on R&D positions us well to deliver value to our customers even in times of transformation. We are constantly working on short-term evolutionary innovations to existing products and services, as well as long-term innovations crucial for maintaining and strengthening our position as a leader in innovation and for supporting future growth. To ensure we are flexible and result-driven, our global research centers and business units are integrated with leading universities in India and abroad, and with our other external partners, in a networked environment.

Operational overview

At a time when disruptive technological changes and various policy initiatives are changing the way customers do business, we have continued to prepare ourself and create value for our stakeholders through best-in-class manufacturing facilities and global technology portfolio. Further, our internal transformational initiatives have helped us build systematic cadence, agility and disciplined performance to transform growth, portfolio and execution. Our foundation of innovation and people strategy have helped us stay on track.

At the close of the year, we set up our new headquarters in Bengaluru and launched ourselves as a standalone legal entity in the power domain. We also established a world-class digital experience center, PowerDEC, which demonstrates the next level of enterprise performance for enhanced grid stability, improved asset performance and efficient operational management.

As part of our investment in strategic research and development programs, we inaugurated a High-Voltage Products Innovation Center in Vadodara, accredited with the National Accreditation Board for Testing and Calibration (NABL). The center will reduce the Company's dependence on external bodies and support the technology and R&D teams in testing their inventions in real-time, enabling faster go-to-market.

At our Peenya facility we added one shop floor for utility communication. To prepare ourselves to smartly handle future demand from urbanization, we also set up a factory for Electric Multiple Unit (EMU) traction transformer at Savli and expanded the capacity of our power transformers facility in Maneja.

We are committed to maintaining state-of-the-art test facilities and NABL-accredited high voltage, mechanical endurance labs for testing our manufactured products to ensure their long-lasting site performance. We are equipped with full-time training facilities encompassing our complete range of products, systems and communication and have a rigorous year-long training calendar. Our factories are in the process of implementing the LEAN Lighthouse program and continue to work on LEAN principles to reduce waste and increase recycling.

At the close of 2019, ABB Power Products and Systems India Limited was in the process of being certified under ISO 14001 Environment Management Systems and ISO 45001 Safety Management System. We aim to be recognized for our customer focus and high standards in the industry. We plan on achieving it by enhancing the quality of our technology applications and training our channel partners on the highest operational benchmarks. We have rolled out company-wide LEAN and Six Sigma (L6S) initiatives and, have until date trained 327 Yellow Belts, 6 Green Belts and 1 Black Belt.

ISO 9001 – 2015 certified, we have established quality management system with a clear policy objective and focus on customers, factory processes and suppliers. Regular TLC audits by the product technology lead centers for control and improvement in process and product manufacturing across the value chain are carried out.

We have set-up a vendor quality assurance function, followed by regular audits to monitor and improve supplier performance on quality, delivery and sustainability. Statistical process control across suppliers and inspection using modern measuring instruments, such as helium leak testing M/c, 3D CMM are in place for improving incoming component quality. We also have in-process quality control tests and skill matrix checks for the flawless production of products.

With close to 100 dedicated engineers, our technology centers focus on continuous product innovation, optimization and improvement using various state-of-the-art technical software. The availability of world-class PowerTEC training center to give customers hands-on training in handling the Company's products also lead to a further improvement in product lifecycle.

Performance during the reporting period

Keeping pace with the evolving markets, we had many firsts in the period under review. We booked our first cybersecurity order from Power Grid Corporation of India Limited (PGCIL), Roorkee. City and state utilities continued their digital transition and we booked orders for remote terminal units for smart cities and protection, control and measurement units of Relion for digital substations. Pilots were initiated for digitalizing transformers using our CoreTec and Core Sense offering with a leading renewable player. To ensure reliable rural electrification under the Government's rural electrification program for Deendayal Upadhyaya Gram Jyoti Yojana and Integrated Power Development Scheme, we delivered COMBIFLEX solutions through our partners. We received multiple orders toward urban mobility including for the supply of over 80 trackside transformers for railway electrification and Supervisory Control and Data Acquisition (SCADA) solutions and dry-type distribution transformers for various metro projects across India.

With space crunch in urban environments increasingly becoming an issue, we also received orders for a 132 kilovolt (kV) Gas Insulated Switchgear (GIS) substation from a state utility, a 400 kV GIS and transformers order for a power plant in eastern India, a 400 kV GIS for a thermal power plant in a southern state, and a 420 kV GIS for Bharat Heavy Electricals Limited TANGEDCO Udangudi STPP project, and many others.

Major orders successfully commissioned/supplied during the period under review include:

• Phasor measurement units to industrial and renewable sectors for substation-wide area measurement projects.

• One of India's first next-generation fiber-optic transmission equipment, based on multi-protocol label switching, for 1,400-kilometer (km) oil and gas pipelines for Pipeline Infrastructure Limited.

• Network Manager SCADA upgrade order for Bangalore Metro Rail Corporation Limited (BMRCL).

• Automation, control and SCADA order for Pune Metro.

• Automation and control order for Eastern Dedicated Freight Corridor.

Growth in industries such as steel, cement and automobiles, however, continued to weaken. Solar capacity addition in the country didn't happen as expected and fewer in the domain were awarded in 2019 than the year before. Our e-balance of system projects were further hampered by the ambiguity in Goods and Services Tax on solar.

Our track record of excellence and on-time delivery ensured we remained the preferred suppliers for our existing customers. To name a few, we received repeat orders from PGCIL for software-as-a-service and power line carrier communication, and from National Thermal Power Corporation Limited (NTPC) for protection and integrated energy management solution.

Our businesses booked milestone orders including traction transformers, customized for WAP-7-type electric locomotive for powering Indian Railways under their ‘Mission Electrification'; HVDC upgrade for PGCIL's Rihand Dadri HVDC link; traction transformers from Diesel Locomotive Works, Varanasi, and Chittaranjan Locomotive Works. We also received orders for 765 kV transformers and reactors for PGCIL substations as well as for a 400/220/ 132 kV GIS substation from an infrastructure customer.

Our orders for the period under review - April to December 2019 - totaled INR 2,642 crore, and revenue was INR 3,231 crore. Profit-before-tax was INR 220.6 crore and profit-after-tax INR 165 crores.

Services

Value-based engagement with customers ensured that we continued the double-digit growth momentum in service orders. We had multiple orders encompassing transmission, generation, process industry and metros - areas that hold major growth potential. We received several third-party upgrade and retrofitting orders and collaborated and co-created digital solutions with customers to help them drive efficiency and reliability, while improving safety. To that effect, we received a large service order from PGCIL for Rihand-Dadri HVDC system upgrade, recovery and restoration of TCSC-II at Raipur Substation, lifecycle service orders for grid automation from Delhi Metro Rail Corporation, Vedanta, NTPCL and PGCIL, a retrofit order from Druk Green Power Corporation Limited, Bhutan, for circuit breakers and disconnectors, a replacement project order for 76 units of 245 kV disconnectors from Gujarat State Electricity Corporation Limited (GSECL), an annual maintenance contract for 220/33 kV substation from BPCL Kochi, and power system study orders from various customers.

We remained a trusted partner for training top talent and had such requests from PGCIL, Gujarat Energy Transmission Corporation Limited and Maharashtra State Electricity Transmission Company Limited. We also had a Memorandum of Understanding (MoU) with Central Board of Irrigation and Power under which we conducted workshops for more than 200 customers from over 20 utilities. We devoted efforts toward developing future talent for our high-growth segments and ran more than 60 separate training programs for over thousand people, recording about 3,500 man-days. We conducted a one-day finishing school on e-vehicles and digital substations for more than a hundred undergraduate students.

During the period under review, key customers including energy and steel majors, recognized ABB Power Products and Systems India Limited for its service commitment. Customers such Tata Steel, GSECL and North Eastern Electric Power Corporation Limited extended their service engagement.

Exports

Our consistent focus on performance and assurance of on-time delivery, ability to optimize without any compromise on quality and world-class facilities, helped retain the drive in our export orders in 2019. Despite global trade rigidities, they contributed in double-digits to our total orders. Opportunities arose from South Africa, Indonesia, Vietnam, Sweden, Chile, Uruguay, the U.S., and Australia. These countries made up three-fifth of our total exports in 2019.

Among many others, we had:

• Our single-largest order booked for transformers from a customer in Africa for 7 x 150 mega volt amp (MVA) 400 kV, 1 Ph, auto transformers and 2 x 120 MVA 245 kV power transformers for a hydro power project.

• Our first direct order from a Latin American utility for 30 of our 170 kV circuit breakers.

• Breakthrough order for power transformers from a Chilean utility.

• Orders for power transformers from UTE, Uruguay.

• Order for dry transformer for a data center in South Africa.

• Breakthrough order for Network Manager - SCADA for an airport in Middle East.

• Protection and control equipment order from global feeder factory for customers such as Ontario Power Generation (the U.S./Canada) and Transgrid (Australia).

• Largest order received for the supply of 72.5 kV to 245 kV circuit breakers to customer in Chile, and first breakthrough order for 245 kV circuit breakers in the same market.

• Entry in Angola with our circuit breakers, current voltage transformer and power transformers.

• Supply of over 4,000 COMBIFLEX relays across the world.

• A five-year frame agreement for supplying 72.5 kV EDI circuit breakers in Denmark.

• The first order for the 245 kV vertical break disconnector from the U.S.

• Largest quantity of 72.5 kV Poles & Power Packs received from Spain - 220 units.

• Largest order-booking from Indonesia with maximum penetration through local footprint for circuit breaker, disconnectors and instrument transformer.

Operational excellence

We are deeply devoted to expanding the Indian power market. We have been investing in expanding our manufacturing base in the country for over six decades and today our world-class facilities are the single point source for Power Grids' global supply of several products. Growth is difficult in isolation. So we continue to invest across the entire value chain - from customers to suppliers, from employees to future talent. With local manufacturing, engineering and delivery of almost the entire global portfolio of products and solutions, India is a microcosm of the global Power Grids business. It also supports global R&D, engineering and business services.

On a transformative journey, ABB Power Products and Systems India Limited is adopting strategies for profitable growth, relentless execution and business-led collaboration. To support customers in a world of unprecedented technological change and digitalization, it aims to focus, simplify and shape the business to solidify its market position. As the energy landscape evolves, we are actively evaluating how best to cater to the changing needs, testing everything from assembly, partial manufacturing to running pilots or forming partnerships to leveraging the expertise of specialists.

Initiatives

We have made significant improvements through our internal transformation program, where we made change and growth our core mantra to provide value for customers. We are well-positioned for long-term success. We have developed eco-efficient GIS and circuit breakers and in the e-mobility space, started a pilot for TOSA flash-charging solution with Ashok Leyland to test the feasibility of our product in the Indian market.

Despite difficult market conditions, we have been able to strengthen our world-class front-end transformation workstream to enhance our capability to deliver products, systems, software and services through superior and optimized internal processes. To address the changing needs of the Indian market, we have simplified and primed our sales organization to penetrate the market further for a larger share, while nurturing talent to remain current and relevant to customer needs.

Continuous competence growth being a crucial element in the success of our sales force, the team has put in over 1,400 hours of training on pertinent subjects ranging from technical and commercial expertise to behavioral and change management. Dashboards and tools for analysis of market and opportunity pipeline have been developed to support sales force's daily operations and improve decision-making processes.

Our multi-functional, cross-business line teams came together in collaborated sales efforts with well-governed processes to secure deals with clear value proposition to our customers. These specialized teams, with their strategic approach, have helped us win orders of GIS substations, electrical balance of plant for renewable projects, and others, in a highly competitive environment.

With our agenda to grow our business profitably and sustainably, we are focused on increasing our market and competitiveness by analyzing white spaces in our key segments. Through the year, we have taken extensive actions to leverage our installed base, evaluate local market needs for potential new product development and customizations and engage early on with stakeholders for prioritized market opportunities to maximize our win probabilities. Through these actions, we identified an additional market potential of approximately INR 1,582.84 crores* in segments such as transmission, distribution, rail & urban transport, renewables, industries, data centers, and more.

Research and Development (R&D)

We believe that the development of new products, features and solutions and their localization secures as well as creates additional revenues with increased number of customer engagements and installed bases. R&D in application of alternative material, design optimization, engineering tools, manufacturing technologies, quality improvement techniques/tools and value engineering have helped us safeguard and improve profitability. As part of our industry and social innovation engagement, we have been participating in various R&D related activities in association with industry bodies, professional technical groups, forums and policy makers, and have received awards and recognitions in terms of application of innovation, technical publications and presentations. Our

* Based on 2020 MUSD BUDG RATE: 1 USD = 68.819 INR

R&D activities are carried out in the global R&D and technology centers as well as in the local businesses. We believe that this leverages our presence and competencies in India to develop new technologies and adapting existing ones for Indian and export market and business.

Talent

Our investment in training and upskilling employees continues to set us apart in the market. Our success rests on getting and retaining the right talent. Thus, we have in place various management training programs tailored for different management segments. These programs have been instrumental in penetrating and expanding the market presence and in introducing key technologies. As of date, our employee base stands at 2,200. As we continue to grow, we will invest in talent in the segments that are vital for our business growth.

Collaboration

We are in regular interaction with Government utilities and policy bodies, industrial forums such as IEEMA, CII, ISGF and technological forums like CIGRE to introduce products and solutions and to shape policy towards a stronger, smarter and greener grid. We have entered into an MoU with a leading academic institute to set-up an operational smart electricity distribution network and management system in its campus, aimed at serving as a pilot project for the Smart Cities Mission of the Government of India. We also had an MoU with the Central Board of Irrigation and Power under which we conducted workshops for more than 200 customers from over 20 utilities.

Human resources

We believe that people are the key pillar of our Company's success in the market. We continue to attract the best of talent thanks to our inclusive culture and ability to leverage new and existing opportunities for their career growth. Our people strategy is aligned with our overall vision to be the pioneer in shaping the future of sustainable energy and we are committed to nurturing a cordial and diversified work environment in a growing market and in maximizing the potential of our workforce.

As of December 31, 2019, our employee base stood at 2,200. To ensure we continue to attract top talent, we have launched multiple employer branding initiatives and consistently created avenues for learning. We are invested in the growth of our employees and are devoted to helping them adapt and perform better in a fast-changing market environment. With our enhanced performance management and talent strategy, we focus on attracting, assessing and developing our human capital for today and for the future. We pay immense attention to inculcating a learning environment within teams and providing opportunities for global mobility, so as to manage talent in key function areas.

Our Company's competency model – value pairs – has been aligned with the business strategy. The same language is spoken throughout employee's performance, learning and development cycles. To ensure continuous engagement of employees, we have launched several retention strategies including rewards and recognition programs to create a nurturing and performance-oriented work place and shape employee behaviors in line with organizational values.

We believe in creating a work culture that cares for employee well-being. Health and safety are our number-one priority and throughout the period under review, we have striven to ensure a safe working environment in all our premises, undertaking several wellness initiatives. We also paid attention to the governance of various processes and initiatives across the organization and ensured industrial relations remained cordial and harmonious across all manufacturing locations.

Finance

Multiple interest rate cuts by the Reserve Bank of India did little to boost liquidity in the market. Credit conditions remained tight. Initiatives like UDAY 1.0 fell short of bringing fresh investments in the power sector. In this environment, our Company continued its credible performance through relentless execution and business-led collaboration. We generated revenue of INR 3,231 crores while our net profit was more than INR 165 crores.

Our current ratio stood at 1.07 and interest coverage ratio at 10.91, showing strength in our balance sheet and our ability to maximize capital. Our debtor turnover ratio was 2.02, indicating our robust collection processes. However, we are also discussing potential repayment mechanisms to clear historical overdues.

Inventory turnover stood at 6.71 percent. Our operating EBITA was 9.0 percent, while net profit margin stood at 5.1 percent.

In 2019, the interest cost borne by us was INR 26.4 crore. As on December 31, we had a net cash balance of INR 188 crore. In terms of foreign currency exposure – for imports and exports – we continued to conservatively hedge at the point of commitment to protect the contract margins.

Key financial ratios
Debtors Turnover 2.0
Inventory Turnover 6.7
Interest Coverage Ratio 10.9
Current Ratio 1.1
Debt Equity Ratio NA*
Operating Profit Margin (%) 10.4
Operating EBITA (%) 9.0
Net Profit Margin (%) 5.1
Details of any change in return on net worth as compared to immediate previous financial year along with a detailed explanation thereof NA**

*Not applicable as we have short-term borrowing only in books

**Not applicable since the Company was incorporated on February 19, 2019, previous year figures are not applicable.

Note: This being the first financial year of the Company, comparision with previous year ratios are not applicable.

Disclosure of accounting treatment: The Company followed IND-AS and has detailed its accounting policy in note 2 of the financial statements.

Risk management, risks and concerns

Risk is inherent in business. ABB Power Grids is well-supported by robust risk management and governance mechanisms.

We have a risk management charter and policy, which provides an overarching framework for risk management (RM).

The key elements of our Company's framework have been captured in the RM policy that details the process for identifying, escalating, prioritizing, mitigating and monitoring key risk events and action plans. The assessment of risks covers areas of strategy, technology, finance, operations and systems, legal & regulatory and human resources risks. There are appropriate assurance and monitoring mechanisms in place to monitor the effectiveness of our RM framework, including the mitigation plans identified by management for key risks. We undertake risk management exercises to identify and expand our knowledge of potential risks in a changing market and handle them.

Our existing framework provides for risk reviews at various levels based on the organizational structure matrix. Periodic assessment of risks, potential impact relating to business growth, profitability, talent engagement, and market position are conducted. Response to key operational risks, based on inputs received from the internal and external assessment, internal and performance review among others are done on a regular basis.

Our aim is to minimize adverse impacts, leverage market opportunities effectively and efficiently, and enhance our business competitiveness.

Internal control systems and their adequacy

ABB Power Grids has robust internal financial control systems that are designed to ensure compliance with all applicable laws and regulations, facilitate optimum utilization of resources, protect company assets and stakeholders' interests. We are continuously working on making these systems more efficient and reliable to ensure completeness of accounting records and timely preparation of financial statements and management information.

We have a holistic Internal Control (IC) framework comprising Country Management Committee, Group Directives and Instructions, Local Management Instructions, Process and Entity-Level Controls, Enterprise Risk Management, Local Direct Management Testing Programs, and a strong emphasis on integrity and ethics as part of our work culture. An independent service provider, having expertise in the field, has performed current year's Internal Financial Control effectiveness testing. We have an efficient Statutory & Legal Compliance System in place.

We also have a well-functioning whistle-blower policy to report any misdoing. Our IC framework has been aligned with one of the most matured IC frameworks – COSO 1992 and transitioned to COSO 2013. The current framework is also in line with the Internal Finance Control (IFC) requirement of The Companies Act, 2013.

Outlook

The power grids market is driven by an increasing adoption of renewable energy, rising demand in emerging countries with minimum environmental impact, the expansion of distributed power sources such as electric vehicles and storage batteries, deregulation of the electric power sector in countries and regions, and advances in electric power system reform.

Further, digitalization in power assets, systems and processes is creating the environment of energy internet with real-time integrated grid control system and asset performance management with predictive maintenance technologies. Our Company is continuously developing new features, products and solutions based on core power technologies to support this evolution.

As per the National Electricity Plan II, 2019, issued by the Ministry of Power, Government of India ("Electricity Plan"), installed generation capacity in India will increase from around 350 GW currently to 484 GW at the end of 2021-2022. Gas-insulated switchgear, hybrid switchgear, digital substations and reactive power compensation are the technologies of choice to ensure smooth and trouble-free operation of power systems. Growth in demand and addition of grid-connected solar power are expected to lead to investments in associated transmission equipment.

Industry growth being largely muted in 2019, we are looking to play an active role in railway electrification with 27,000 kilometres yet to be electrified by 2023, in regional transport ventures such as NCRTC (Delhi – Meerut) and high-speed rail (Ahmedabad – Mumbai), and in metro projects that are either under execution or in a planning. Data centers hold vast untapped potential for us in India. With the Government expected to roll out a data center policy soon, we will likely see exponential growth and areas to pitch our products and services for segment augmentation and business growth. We are also awaiting further developments in the e-mobility space which is at a nascent stage in the country right now. With many cities coming up with a Bus Rapid Transit System, there is an opportunity area which can go electric. At the get-go, we are well-placed to support the segment with our award-winning innovative flash charging system -TOSA.

As leaders in HVDC technology, we are currently executing the Raigarh-Pugalur HVDC project and see opportunities for upgrades of maturing HVDC stations in the coming years. We are also seeing investments starting to happen toward port upgradation i.e., deployment of smart port infrastructure and shore-to-ship power systems. This is an encouraging development and we are well-positioned to take advantage of it with our offerings.

The Government's Power-for-All scheme to achieve universal access to electricity by the early 2020s will be a big demand generator. But in that context, the Government's focus should be primarily on improving access of energy to households at affordable rates – a theme central to the policy design. There are multiple policy and fiscal interventions needed; programs like UDAY need monitoring and proactive corrections to be effective. A move to pre-paid smart meters, as outlined in Budget 2020-21, will be a step toward discoms cutting distribution losses and setting the stage for separating the carriage and content operations. Smart meters minimize human intervention in metering, billing and collection, and help reduce theft by identifying loss pockets.

Several renewable technologies such as offshore wind, battery storage, charging infrastructure for electric vehicles and the like are still to take off in a big way. The higher technology cost is one of the biggest hurdles for mass adoption. The Government is considering schemes to remove those hurdles. Fiscal support in the form of viability gap funding for each emerging technology is under consideration. It is worthwhile to mention that the ecosystem for such technologies (primarily components) will initially be imported. Thus import duty and GST on key components need to be initially pegged at minimal tax slabs.

Opportunities and threats

For 2020, unexpected turn of events has impacted our market outlook. While various macro parameters had been putting a downward pressure on economic growth, the Coronavirus outbreak has pushed many projects and orders to the backseat. However, Government spending in infrastructure and efforts to boost credit liquidity will provide a mild thrust for industry capex. As normalcy is restored, renewables and rail will continue to be areas of robust growth, while the data center and e-mobility markets will unleash opportunities for new business models and overall sector growth. More clarity and policy impetus from the Government will help to speed up investments. However, we expect prices to remain under pressure due to competition and the desire of Government for a lower price discovery in rail and solar projects.

In all this, we are confident that we have the expertise and footprint to build on the momentum and power ahead.

Cautionary statement

Certain statements made in the Management Discussion and Analysis Report relating to the Company's objectives, projections, outlook, expectations, estimates and others may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Actual results may differ from such expectations whether expressed or implied. Several factors could make significant difference to the Company's Operations. These include climatic and economic conditions affecting demand and supply, government regulations, taxation, and natural calamities over which the Company does not have any direct control.

   

ABB Power Products and Systems India Ltd Company Background

Venu Nuguri
Incorporation Year2019
Registered Office21St Flr WTC Brigade G No 26/1,Dr Rajkumar Road Malleshwaram
Bengaluru,Karnataka-560055
Telephone91-80-22949150,Managing Director
Fax91-80-22949148
Company SecretaryAmmatanda Chinnappa Poovanna
AuditorBSR & Co
Face Value2
Market Lot1
ListingBSE,NSE,
RegistrarKFin Techologies Pvt Ltd
Karvy Selenium Tow-B,31&32 Financial Dist,Nanakramguda ,Hyderabad-500032

ABB Power Products and Systems India Ltd Company Management

No Data Found

ABB Power Products and Systems India Ltd Listing Information

Listing Information
BSE_500
CNX500
BSESMALLCA
BSEALLCAP
INDUSTRIAL
SML250
MSL400

ABB Power Products and Systems India Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Products NA 0002483.24
Sale of Services NA 000706.58
Development Services NA 00026.93
Scrap Sales NA 00010.25
Other Operating Income NA 0002.54
Commission Income NA 0001.2

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