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S & S Power Switchgear Ltd.

BSE: 517273 Sector: Engineering
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S & S Power Switchgear Ltd. (S&SPOWER) - Director Report

Company director report

Dear Shareholders

Your Board of Directors ('Board') have immense pleasure in presenting their ThirtyNinth (39th) Annual Report on the business and operations of S&S Power SwitchgearLimited ('S&S POWER') or 'the Company' together with the Audited Rnancial Statementsfor the year ended March 312017.

In line with the requirements of the Companies Act 2013 ("the Act") and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the SEBI Regulations") this report covers the AuditedRnancial results and other developments during the financial year from April 12016 toMarch 312017 (Rnancial Year) in respect of S&S POWER and S&S POWERConsolidated Performance comprising of S&S Power its subsidiaries and/or itsassociates in India and overseas. The Consolidated entity has been referred to as 'S&SGroup' or 'the Group' in this report.


Your Company's financial performance for the year ended March 312017 is summarizedhereunder:

(Rs. in Lakhs)



Particulars Year ended March 312017 Year ended March 312016 Year ended March 312017 Year ended March 312016
Total Income 11381.02 11455.48 282.66 389.78
Profit before Depreciation Rnance Costs Exceptional Items and Taxation 501.27 739.36 (35.55) 54.23
Rnance Expenses 281.83 202.64 61.87 45.56
Depreciation and Amortization Expenses 94.80 119.02 14.51 16.87
Profit/(Loss) before tax / Exceptional Extraordinary Items 124.64 417.70 (111.93) (8.20)
Exceptional & Extraordinary Items** (516.16) (186.20) - 6.41
Profit/Loss Before Tax (391.52) 603.90 (111.93) (1.79)
"lax Expense 2.77 20.19 0.28 -
Amount transferred to General Reserve - - - -
Profit / (Loss) after Tax (394.29) 583.71 (112.21) (1.79)

** Exceptional & Extraordinary Items in Consolidated Financial results for the yearended 31.03.2017 represents Pension liability on account of Actuarial Valuation.


Your Company has registered consolidated revenue for the financial year ended March312017 at Rs 11381.02 Lacs as against Rs 11455.48 Lacs forthe year ended March 312016.

The Total consolidated Earnings before depreciation finance costs exceptional itemsand taxation for the financial year ended March 312017 is Rs 501.27 Lacs asagainst Rs 739.36Lacs for the year ended March 312016.

Consolidated Loss for the year ended March 312017 is (Rs 394.29 Lacs) as againstConsolidated Profit of Rs 583.71 Lacs for the year ended March 312016.

Standalone Performance

On Standalone basis your Company has registered a revenue of Rs 282.66 Lacs forthe financial year ended March 312017 against Rs 389.78 Lacs for the year endedMarch 312016.

The Loss before depreciation finance costs exceptional items and taxation for thefinancial year ended March 312017 is Rs 111.93 Lacs as against the Loss of Rs8.20 Lacs for the year ended March 312016.

The Net Loss for the year ended March 31 2017 stood at Rs 112.21 Lacs as against theLoss of Rs 1.79 lacs for the previous year ended March 312016.


There was no change in nature of business of the Company during the year under review.


There were no material changes and/or commitments between the end of financial year andthe date of this report which could have had an impact on the Company's operation in thefuture or its status as a going concern. There are no significant or material orderspassed by the Regulators / Courts/Tribunals during the financial year.


The Management Discussion and analysis report which inter-alia covers the Company andits Group's financial and operational performance Industry trends Update on MacroEconomic Indicators Risks and Concerns Internal control systems and their adequacyOutlook and other material changes prepared in compliance of Regulation 34 of the SEBIRegulations forms part of the annual report is annexed to this report.


During the financial year there was no change in the Share capital structure and thePaid-up Share Capital of the Company as on March 312017 stood at Rs 620 Lacs.

Rjrther the Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the financialyear:

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 Companyunder any scheme;

c. Provision of money for purchase of its own shares by employees or by trustees forthe benefit of employees.


a. A list of companies which are subsidiaries/associate to your Company is provided inForm AOC-1;

b. Your Company continues to have 3 Subsidiaries in India and 2 overseas Subsidiariesand there were no changes in the same during the financial year;

c. A Statement containing salient features of financial statements of subsidiariespursuant to Section 129 of the Act read with Rule 5 of the Companies (Accounts) Rules2014 is annexed to this report in the prescribed Form AOC-1 as "Annexure A"


(a) Reserves

The Company has not transferred any amount to reserves due to loss incurred for thefinancial year.

(b) Dividend

Considering the loss incurred your Directors have not proposed any payment of dividendto the Shareholders for the financial year.


The Consolidated financial statements of the company including allsubsidiaries/associates duly audited by the statutory auditors are annexed and forms partof this Annual Report. The consolidated financial statements have been prepared incompliance with the applicable Accounting Standards and the SEBI regulations whichreflect the financial position of the Company and those of its Subsidiaries/Associates.

In accordance with Section 136 of the Act the audited financial statements includingthe consolidated financial statements and related information of the Company and auditedaccounts of each subsidiary are also available on the Company's website:


Your Company has not accepted or renewed any deposits from public during the financialyear and there were no outstanding deposits within the purview of the provisions ofSection 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules 2014.


• There was no change in the constitution of Board of directors of the Companyduring the financial year.

• Further based on the recommendation of Nomination and Remuneration Committeethe Board of Directors at their meeting held on March 302017 approved the appointment ofMr. A. Mahesh as the Chief Rnancial officer of the Company (CFO & KMP) with effectfrom April 3 2017. Mr. K Sundaramurthi stepped down from the position of Chief RnancialOfficer with effect from the close of business hours on March 30 2017. The Board ofDirectors took on record the resignation of Mr. K Sundaramurthi and places on record itsappreciation of the valuable contribution made by him during his tenure.

• Mr Peter John Woolrich (DIN: 07808275) was appointed as an Additional Directorin the Board with effect from June 05 2017 and holds office upto the forthcoming AnnualGeneral Meeting of the Company. Necessary resolution for appointment of Mr. Peter JohnWoolrich as a Director has been included in the Notice convening the Annual GeneralMeeting and details of the proposal as required under the SEBI Regulations are providedin the Corporate Governance Report and the Notice of 39th Annual General Meeting issued asperthe applicable Secretarial Standards..

• All Independent Directors have submitted their declarations that they meet thecriteria of I ndependence as laid down under Section 149(6) of the Act and the SEBIRegulations.

• Based on the written disclosures provided by the Directors none of them aredisqualified from being appointed as Directors under Section 164 of the Act.

• During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.


Pursuant to Article 101 of the Articles of Association of the Company and in accordancewith the Act Mrs. Gayathri Sundaram (DIN:07342382) Non-Executive Director of the Companyretires by rotation at the ensuing Annual General Meeting and is eligible forre-appointment. Board recommends her re-appointment as a Director for approval of members.

The details of Director being recommended for re-appointment as required under the Actand the SEBI Regulations are contained in the accompanying Notice convening the AnnualGeneral Meeting of the Company.


• The Board of Directors at its meeting held on June 52017 subject to approval ofmembers of the Company at its ensuing Annual General Meeting has accorded their approvalto re-appoint Mr. Ashok Kumar Vishwakarma (DIN: 05203223) as the Managing Director of theCompany for a period of Two (2) years with effect from November 112017 to November102019.

• The existing term of appointment was made on November 102014 for a period of 5years .which originally expires on November 102019. However due to inadequacy of profitsfor the preceeding Three (3) years the term of Managing Director is reduced to a periodof Three (3) years in accordance with Schedule V of the Companies Act 2013. Hence thenecessity for reappointment of Managing Director for a further period of Two (2) yearsfrom November 112017 to November 102019 has arisen.

• The same was recommended to the Board of Directors by the Nomination andRemuneration Committee at its meeting held on June 52017. The Company has also received anotice under Section 160 of the Companies Act 2013 along with the requisite amount from amember proposing his re-appointment as the Managing Director of the Company


During the year 5 (Rve) meetings of the Board of Directors were convened and held. Thedetails of the meetings are furnished in the Corporate Governance Report. Furthermore theintervening gap between the Meetings was within the period prescribed under Section 173(1)of the Act.


Pursuant to provisions of the Act and the SEBI Regulations the Board has carried outan annual evaluation of its own performance the performance of Board committees and ofthe independent directors. Further Independent Directors at a Separate meeting evaluatedperformance of the Non Independent Directors Board as a Whole and of the Chairman of theBoard.


The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framedthereunder:

• Mr. Ashok Kumar Vishwakarma Managing Director;

• Mr. Sadasivam Deivanayagam Company Secretary & Compliance Officer;

• Mr. A. Mahesh Chief Financial Officer (CFO)**

(** Appointed by the Board of Directors on March 302017 with effect from April032017)



The Company has set up Vigil Mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns unethical behaviour andirregularities if any in the Company noticed by them which could adversely affectcompany's operations to the Chairman of the Audit Committee. The policy is available atthe Company's website ( )

No concerns or irregularities have been reported during the financial year. The Companyhereby affirms that no Director/employee has been denied an access to the Chairman of theAudit Committee and that no complaints were received during the financial year.


The Company has already in place an integrated risk management approach through whichit reviews and assesses significant risks on a regular basis to ensure that a robustsystem of risk controls and mitigation is in place. Through risk management approach theCompany ensures that risk to the continued existence as a going concern and to itsdevelopment are identified and addressed on a timely basis.

At present the company has not identified any element of risk which may threaten theexistence of the company.


The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof Directors Key Managerial Personnel and senior management. The details of criteria laiddown and the Remuneration Policy are given in the Corporate Governance Report.


The Company has in place policy on prevention prohibition and Redressal of SexualHarassment for women at the Workplace in accordance with the requirements of the SexualHarassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013. Itensures prevention and deterrence of acts of sexual harassment and communicates proceduresfor their resolution and settlement. All women employees are covered under this policy.There were no cases/complaints reported in this regard during the financial year.


The Ministry of Corporate Affairs vide its notification dated February 16 2015 hasnotified the Companies (Indian Accounting Standards) Rules 2015.

In pursuance of this notification your Company has adopted Indian Accounting Standards(Ind AS) with effect from April 12017 with the comparatives for the period ending March312017. Also the Unaudited Results for the quarter ended June 302017 shall be preparedas per the applicable Ind AS to the Company.

Your Company had already begun the assessment of impact of the change to Ind AS onreported reserves and surplus and on the reported profit/loss for the relevant periods.

The implementation of Ind AS is a major change process for which the Company has set upa dedicated team and is providing desired resources for its completion within the timeframe. The impact of the change on adoption of Ind AS is being assessed.


In compliance of Section 134(5) of the Act your directors on the basis of informationmade available to them confirm the following:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

b) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 312017 andof the LOSS of the Company for that period;

c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the directors have prepared the annual accounts on a going concern basis;

e) that the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;

f) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.


Pursuant to provisions of Section 92(3) of the Act and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in Form MGT-9 isenclosed herewith and forms part of the report. (REFER "ANNEXURE-B"-EXTRACTOF ANNUAL RETURN)


a) Statutory Aud itors

M/s GSV ASSOCIATES Chartered Accountants the existing Statutory Auditors of theCompany whose term of office shall come to an end from the conclusion of ensuing AnnualGeneral Meeting of the Company in accordance with the Act and shall vacate the office.

The Company has approached M/s. CNK & Associates LLF? Chartered Accountants Mumbai(ICAI Firm Registration No: 101961W/ W-100036) for being appointed as the StatutoryAuditors of the Company who have conveyed their eligibility and willingness to functionas the Company's Statutory Auditors if appointed. The Board based on the recommendationof the Audit Committee recommends the appointment of M/s. CNK & Associates LLPChartered Accountants as the Statutory Auditors of the Company for the approval ofmembers at ensuing Annual General Meeting.

The Audit Committee and the Board of Directors have recommended the appointment of theStatutory Auditors for a period of 5 years which is subject to ratification by themembers at every Annual general meeting of the Company. A resolution to that effect formspart of notice of the Annual General Meeting attached to this report.

As required under Regulation 33(1 )(d) of the SEBI Regulations the auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India (ICAI).

The Company has also obtained a written Certificate from the Statutory Auditorsproposed to be appointed at the ensuing Annual General Meeting of the Company. TheAuditors have confirmed their eligibility to the effect that their appointment if madewould be within the prescribed limits under the Act and Rules framed thereunder and wouldsatisfy the criteria provided in Section 141 of the Act.

Further the Outgoing Statutory Auditors have not reported any incident of materialfraud to the Audit Committee of the Company during the financial year.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014 the Company has appointed Mr. S.Bhaskar Partner of M/s. BP & Associates a firm of Company Secretaries in practiceto undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditorfor the financial year is annexed to the Board's report as ‘Annexure C"


Qualification / Observation or adverse remark on Independent Auditor's report for theyear ended March 312017:

a) Statutory Aud itors

Para 8.1 - Disclaimer of Opinion of Independent Auditor's Report

a. The Company has not fulfilled its export obligation as disclosed in sub-note 5.1 offinancial statements in respect of advance license availed during 1997-98. We wereinformed that there has been no progress in the writ petition filed in Madras High Courtagainst the order of Director General of Foreign Trade in this regard. We are unable toexpress any opinion on the possible additional levy against the company.

Management Reply

The said matter has been pending since 1997-98 wherein the Company was not able tofulfill its export obligation in respect of Advance licenses obtained for supply toMalaysia due to default in payments by its customer for the past supplies. It bearsmention that out of more than 200 advance licenses availed by the Company it has onlydefaulted in two and that too on account of a default by the customer. The Company hasbeen pursing resolution of the said matter with the Government of India since then. It hasmade an application for merit based redemption before the appropriate forum. The Companyhas also filed a petition/application with the Ministry of Commerce Government of Indiaduring the previous financial year which is under consideration.

Para 8.2 - Disclaimer of Opinion of Independent Auditor's Report

Included in Investments (Note 11) Short term advances (Note 16) and Other currentassets (Note 17) are sums of Rs 241020217 invested and advanced to its subsidiary M/sAcrastyle Power India Ltd against which provisions amounting to Rs 72176837 have beenmade. In our opinion the quantum of provisioning could be understated considering the networth of its wholly owned subsidiaries. We are not able to comment on the adequacy ofprovisioning with respect to the same.

Management Reply

Though the Net worth of Acrastyle Limited UK is eroded primarily on account ofactuarial pension liability the operations of the subsidiary looks promising and likelyto improve further in the ensuing years through the rolling program of improvements.Accordingly we believe that no further provision on these investments is necessary in thebooks of holding Company.

Point No (iii) Annexure A to Independent Auditor's Report

1. Considering the interest rate charged by the company and the fact that the saidadvances are unsecured in our opinion the terms and conditions are prejudicial to theinterest of the company.

2. No interest / principal repayment schedule has been stipulated with respect to theseloans and the repayments of the same are not regular

3. In absence of any specified repayment schedule we are not able to comment to theextent of loan which is overdue in our opinion the company is in process ofrecovering loans by way of greater scrutiny of the company's operation.

Management Reply

The Company being the holding parent Company had advanced these loans to its subsidiaryto meet its working capital shortfall and due to incurrence of significant losses. Anyfurther debit to the subsidiary will further put the subsidiary into further financialstrain. However after the improvement in the financial situation of the subsidiary therepayment schedule for the loans extended to the subsidiary is already drawn out for thefinancial year 2016-17.

Given the improvement in the financial situation of the subsidiary the repaymentschedule for the loans extended to the subsidiary shall be agreed to in the next financialyear 2016-2017.

Qualification / Observation or adverse remark on Secretarial Audit report for the yearended March 312017:

The Company has advanced interest-free loan to its Subsidiary (S&S Power SwitchgearEquipment Ltd) to the extent of Rs 58200000 which is not in accordance with Section186(7) of the Companies Act 2013.

Management Reply

As reported earlier the Company being the holding Company has advanced the loan to itssubsidiary to improve the business and to meet shortfall in financial requirements.Necessary steps are being taken to recover the loans during the current financial year.


As per Regulation 34(3) read with Schedule-V of the SEBI Regulations a separatesection on Corporate Governance practices followed by the Company together with acertificate from the Practicing Company Secretary confirming compliance with theconditions of corporate governance forms an Integral part of this report as Annexure D.Compliance reports in respect of all laws applicable to the Company have been reviewed bythe Board of Directors periodically.

Your Company is committed to observe good corporate governance practices in letter andspirit. Your Board of Directors have taken all necessary steps to ensure compliance withthe Corporate Governance guidelines as laid out in the SEBI Regulations 2015. All theDirectors and Key Management Personnel of the Company have affirmed in writing theircompliance with and adherence to the 'Code of Ethics for Board of Directors and SeniorExecutives' adopted by the Company.

Also a certificate by the Managing Director in terms of the SEBI Regulations on thecompliance declarations received from the Directors and the Senior Management Personnel isbeing annexed with this Report as Annexure E.

Your Company had duly complied with the requirements regarding Corporate Governance asstipulated under Regulation 24 of the SEBI Regulations.

Rjrtheras required under Regulation 17(8) of the SEBI Regulations a certificate fromthe Managing Director and Chief Rnancial Officer of the Company with regard to thefinancial statements and other matters is being annexed with this Report as Annexure F.


In line with the provisions of the Companies Act 2013 and the rules frame there underwith respect to the Corporate Social Responsibility (CSR) your Company is not governed bythe provisions of Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014. So the Company is not required to formulate a policyon CSR and also has not constituted a CSR Committee.



The Company ensures that the manufacturing operations are conducted in the mannerwhereby optimum utilization and maximum possible savings of energy is achieved.

The Company is also making continuous efforts for utilizing alternate sources ofenergy.

The Company has launched formal management system implementation on environment health& safety. It will bring significant focus on sustainable development and energyconservation.


- Company's products are manufactured by using in-house knowhow technology and nooutside technology is being used for manufacturing activities.

Company operates in a very competitive environment regular value engineering andadoption of new efficient material and manufacturing technology is a key to stay at theforefront of the cost competitiveness.


(Amount in Rs.)

Particulars For the year ended March31 2017 For the year ended March 312016
Foreign Exchange Earnings - 2196000
Foreign Exchange Outgo - Nil


The Company has well defined and adequate internal financial controls system overfinancial reporting commensurate with its size scale and complexity of its operations toensure that all the assets of the Company are safeguarded and protected against any lossand that all the transactions are properly authorised and recorded. The internal financialcontrols are adequate and are operating effectively so as to ensure orderly and efficientconduct of business operations.

Internal financial controls helps the Board to monitor the state of controls in keybusiness processes. The organisation is appropriately staffed with qualified andexperienced personnel for implementing and monitoring the internal control environment.

The Internal Auditors evaluates the effectiveness and adequacy of internal controlscompliance with operating systems policies and procedures of the Company and recommendsimprovements if any. Significant audit observations and the corrective/ preventive actiontaken 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 theinputs from the management and statutory auditors.

Capital expenditure of the Company as well as its Group are monitored and controlledwith reference to approved budgets. The Audit Committee reviews the overall functioning ofInternal Audit on a periodical basis.

The details in respect of internal financial control and their adequacy are included inthe independent auditors' report which forms an integral part of this report.


The company has given loans during the year but no guarantees has been issued that arecovered under Section 186 of the Act read with the Rules made thereunder. Details ofinvestments made under the said section are covered in Notes to the financial statements(Note-11).


Your Company has entered into various transactions with related parties as definedunder Section 2(76) of the Act in the ordinary course of business. All the related partytransactions entered during the financial year were on arm's length basis and in theordinary course of business. All the related party transactions effected during the yearare disclosed in the notes to the Financial Statements. Further all related partytransactions are placed before the Audit Committee and to the Board for approval.

There were no materially significant related party transactions i.e. transactionsexceeding ten percent of the annual turnover of the Company as per the last auditedfinancial statements entered into by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large and thus disclosure of related party transactions asrequired under Section 134(3)(h) of the Act in Form AOC- 2 is enclosed as Annexure-G

Also none of the Directors or the Key Managerial Personnel of the Company has anypecuniary relationships or transactions vis-a-vis the company.


It is firmly believed that employees of the Company and its group are the most valuableassets and key players of business success and sustained growth. The Company constantlystriving to enhance the level of employee engagement and to ensure healthy career growthfor employees at all levels. A diverse pool of lateral talent has been hired to enhancethe bench strength. This includes professional experts with excellent academic credentialsand professional track record.

The Company continued to conduct various employee benefit recreational and teambuilding programs to enhance employee skills motivation as also to foster team spirit.The Company has also conducted in-house training programs to develop leadership as well astechnical/functional capabilities of its employees in order to meet future talentrequirements. Industrial relations were cordial throughout the year. The Company has alsoidentified a pool of best human resources who are being groomed for future leadershiproles. Structured safety programmes were organised emphasizing safety of people during theyear under review:


As required under provisions of the Act and Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 there are no employeefalling under the above category thus no disclosures is required to be given in thereport.


The Equity shares of your Company continues to be listed with BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE). Your company is taking adequate steps toensure early revocation of suspension of trading in the Equity Shares of the Company atBSE and NSE.

The shareholders can avail the facility provided by NSDL and CDSL to dematerializetheir shares. Shareholders are requested to convert their physical holdings intodematerialized form to derive the benefits of holding the shares in electronic form.


Your Company shall constantly endeavour to give the best possible services to theinvestors and to keep the time of response to shareholder's request/grievance at theminimum. Priority is accorded to address all the issues raised by the shareholders andprovide them a satisfactory reply at the earliest possible time.

The investor Grievances Redressal / Stakeholder's Relationship Committee of the Boardmeets periodically and reviews the status of the Shareholders' Grievances.


Your Directors place on record their sincere & high appreciation for theunflinching commitment dedication hard work and valuable contribution made by theemployees of the company and its subsidiaries for sustained growth of group as a whole.Your Directors also sincerely thank all the Promoters stakeholders Governmentauthorities Customers vendors Banks business associates shareholders and otherstatutory bodies for their continued assistance support and co-operation.


Certain Statements in the Board's report and the Management Discussion and Analysisdescribing the Company's & its subsidiaries objectives expectations or forecasts maybe forward looking within the meaning of applicable laws and regulations. Actual resultsmay differ materially from those expressed in the statement.

For and on behalf of the Board of Directors
Ashish Sushil Jalan
Date: June 52017
Place: Chennai