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S & S Power Switchgear Ltd.

BSE: 517273 Sector: Engineering
NSE: S&SPOWER ISIN Code: INE902B01017
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S & S Power Switchgear Ltd. (S&SPOWER) - Director Report

Company director report

To

The Members of

S&S Power Switchgear Limited

Your Board of Directors are pleased to present their 38th Annual Report on the businessand operations of the Company together with Audited Financial Statements for the yearended 31st March 2016.

Financial Summary/Highlights:

Consolidated Financial Performance

(Amount in Rs)

Particulars For the year ended 31 03 2016 For the year ended 31 03 2015
Turnover 1145547632 903595146
Profit Before Interest and Depreciation 73936603 6262711
Finance Charges 20263835 20086063
Depreciation and Amortization Expenses 11902715 11668354
Profit Before Exceptional Extraordinary Items & Tax 41770053 (25491706)
Exceptional & Extraordinary Items (18620106) (35529032)
Profit Before Tax 60390159 10037326
Tax Expense 2019334 1306134
Profit/(Loss) for the Period 58370825 8731192

The Standalone financial highlights of the Company for the year ended 31st March 2016are given below:

(Amount in Rs)

Particulars For the year ended 31 03 2016 For the year ended 31 03 2015
Turnover 38977768 29852726
Profit Before Interest and Depreciation 5423064 8389627
Finance Charges 4556374 4136165
Depreciation and Amortization Expenses 1687069 1602193
Profit before Exceptional Extraordinary Items & Tax (820379) 2651269
Exceptional & Extraordinary Items 641035 -
Profit before Tax (179344) 2651269
Tax Expense - -
Profit/(Loss) for the Period (179344) 2651269

Overview Business Prospects and Operations:

S&S Power Switchgear Ltd itself is a holding company for the group which comprisesof Acrastyle Power (India) Limited Acrastyle Ltd U.K S&S Power Switchgear EquipmentLtd Acrastyle EPS Technologies Ltd and Acrastyle Switchgear Ltd U.K. This year yourCompany has decided to revive the Circuit Breaker business. Some of you may recall thatyour company used to be a leader in Medium Voltage Circuit Breakers. We have decided tore-enter this business in a very slow and deliberate manner firstly focusing on our owninstalled base and then slowly getting into niche products.

Revenue for the financial year 31st March 2016 stood at Rs 389 78 Lakhs asagainst Rs 298 53 Lakhs in the previous year. During the year your company hasincurred a Loss of Rs (1 79) Lakhs as against the Profit ofRs 26 51 Lakhs inthe previous year.

We are delighted to say that your company has made signifi -cant progress in itsall-round performance both in India and UK operations. During the year your Company hasachieved 27% growth in top line on a consolidated basis and also profit on sales improvedfrom 1% to 5% on a year on year basis. We were also able to increase our share in thebusiness of our existing customers and develop new customers both within India and outsidewhich shall result in your company being able to maintain its growth in the future. Thiswas done alongside our focus on developing the business with a strict control on workingcapital and predictability of operations.

Co-locating corporate office engineering center and manufac -turing facility in onesite was a major investment for long term performance. As a result a Multi Modal Facilitysupporting Sales and Marketing Engineering and Development Manufacturing facility andLearning & Development was put into operation in the month of February 2016.Importantly this transfer of work was achieved with a minimum of disturbance to outputand the customers.

Investing in people continues to be our focus in providing necessary organizationalstrength and expertise for growth and long term success. Several key talents were hiredduring the year for achieving long term sustainable performance.

After initial technology transfer your company has been experiencing a long gap intechnology upgrade in product & manufacturing technology and Supply Chain. Smart Gridinitiatives focus on renewable energy energy efficiency and power quality improvementdrives have sought adaptation in products. For improved market access and to staycompetitive in the export market we have to consider significant and productcertification.

The company operates in a very competitive environment. Therefore regular valueengineering and adoption of new efficient material &manufacturing technology are keyto stay at the forefront of the cost competitiveness.

Innovation and Quality is being driven in the company as a priority. The Company hasmade several improvements in developing new products and solutions for customers likeTOSHIBA PROLEC GE GAMESHA etc. In the short term support from alliances outside isbeing sought and upgradation of supplier base is being implemented keeping innovation as apriority for achieving success in the years ahead.

We also continued to right size the UK operations and streamline the Indian operationsto improve organizational effectiveness and meet the challenges of quality andcompetitiveness. We are fortunate that we have been able to induct Mr Ajay Kumar Dhagatand Mrs Gayathri Sundaram to our Board of Directors during the year. At the Board levelthe focus on risk management compliance and controllership was significantly enhanced.

Synergy between India and UK operations has improved by exchange of activitiesenhanced communication among the leadership and leveraging strength for each other’sbenefit.

Change in the Nature of Business if any

There has been no change in the nature of business carried on by the Company during theyear under review.

Share Capital

The paid up Equity Share Capital of the Company as on 31st March 2016 was Rs 6.20Crores divided in to 6200000 Equity Shares of face value of Rupees 10 each. There hasbeen no change in the Equity Share Capital of the Company during the year under review.

a) Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights during thefinancial year 2015-16.

b) Issue of sweat equity shares

The Company has not issued any sweat equity shares during the financial year 2015-16.

c) Issue of employee stock options

The Company has not issued stock options to any employees during the financial year2015-16.

d) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees

The Company does not have a scheme for purchase of its own shares by employees or bytrustees for the benefit of employees.

Reserves

Reserves of the Company at the end of 31st March 2016 are at Rs 1559 03 Lakhsas against the Total Reserves of Rs 1560 82 Lakhs as at 31st March 2015. YourCompany has not made any transfers to reserves during the year under review.

Consolidated Financials

As per provisions of Section 129(3) of the Companies Act 2013 and Regulation 33 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Companies arerequired to prepare consolidated financial statements of its Subsidiaries and Associatesto be laid before the Annual General Meeting of the Company. Accordingly the consolidatedfinancial statements incorporating the accounts of above mentioned Subsidiary Companieshave been prepared and it forms a part of the Annual Report.

The Consolidated financialperformance as given above includes the financialinformation’s of:

• Acrastyle Power (India) Ltd - 67% subsidiary making Control and Relay Panels;

• Acrastyle Switchgear Ltd (UK) - 100% Subsidiary of Acras-tyle Power (India) Ltd

• Acrastyle Ltd (UK) - 100% subsidiary of Acrastyle Switch-gear Ltd (UK)manufacturers of Control and Relay Panels

• S&S Power Switchgear Equipment Ltd (India) - 51% subsidiary making EHVDisconnectors;

• Acrastyle EPS Technology Ltd - 100% subsidiary set up to manufacture MagneticActuators.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each Subsidiary are also available on the Company’swebsite: www.sspower.com

Deposits

During the year your Company has neither accepted nor renewed any deposits from publicwithin the meaning of Section 73 of the Companies Act 2013 readwith Companies (Acceptanceof Deposits) Rules 2014.

Material Changes And Commitments

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of financial year to which theFinancial Statements relate and the date of this report.

Board Meeting

The Board of Directors of the Company duly met SIX times during the financial year. Thedetails of the Meetings of the Board the attendance of Directors at the Board Meetingsand its various Committees have been disclosed in the Corporate Governance Report formingpart of this Annual Report.

Further the intervening gap between the Board Meetings as well as the Committeemeetings was well within the specified period prescribed under the Companies Act 2013.

Directors / Key Managerial Personnel

During the year under review Mr Ajay Kumar Dhagat Mr Deep-ak Jugal Kishore Chowdharyand Mr Nanadakumar Sundarra-man were appointed as Independent Directors of the Company fora period of five years at its Annual General Meeting held on 14th August 2015.

At the meeting held on November 2 2015 your Board appointed Mrs Gayathri Sundaram(DIN: 07342382) as an Additional Director of the Company in terms of Section 161 of theCompanies Act 2013 and Article 107 of the Articles of Association of the Company whoshallholdofficetill the con -clusion of ensuing Annual General Meeting of the Company. TheCompany has received a Notice as per the provisions of Section 160(1) of the CompaniesAct 2013 from a Member proposing the appointment of Mrs. Gayathri Sundaram as a Director.

Mr Rangapathy Jayaraman and Mr Anupam Arunkumar Vaid Directors of the Company resignedfrom Directorship during the year under review. Your Directors wishes to record itssincere appreciation for the valuable guidance support and services rendered by theDirectors during their tenure.

Under the provisions of Article 26 of the Articles of Association of the Company and inaccordance with the provisions of Companies Act 2013 your Director Mr. Ashish SushilJalan retires by rotation at the forthcoming Annual General Meeting and is eligible forre-election. Your Directors recommend for re-appointment of Mr. Ashish Sushil Jalan.

Necessary information pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 in respect of Directors to be appointed/re-appointed atthe ensuing Annual General Meeting are given in the Annexure to the Notice convening theAnnual General Meeting.

The Company has received necessary declarations from all the Independent Directorsunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.

None of the Directors of your Company are disqualified for being appointed asDirectors as specified in Section 164(2) and Rule 14(1) of Companies (Appointment andQualification of Directors) Rules 2014.

Mr Ashok Kumar Vishwakarma Managing Director (DIN: 05203223) Mr SadasivamDeivanayagam Company Secretary & Compliance officer and Mr Sundaramurthi Kumar ChiefFinancial Officer (CFO) are the Key Managerial Personnel of your company as on the date ofthis report in accordance with the provisions of Section 2(51) and Section 203 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of Managerial)Personnel Rules 2014.

Audit Committee

The Board of Directors has duly constituted the Audit Committee. The compositionpowers role and terms of reference of the Committee are in accordance with therequirements mandated under Section 177 of the Companies Act 2013 and Regulation 18 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Detailspertaining to composition of Audit Committee along with its Meetings held during the yearare detailed in the report on Corporate Governance. The recommendations of the AuditCommittee were duly approved and accepted by the Board of Directors as and when required.

Board Evaluation

Pursuant to Section 134(3)(p) of the Companies Act 2013 and Regulation 25(4) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 IndependentDirectors have evaluated the quality quantity and timeliness of the flow of informationbetween the Management and the Board Performance of the Board as a whole and its Membersand other required matters. Pursuant to Regulation 19(4) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Nomination and Remuneration Committeehas laid down evaluation criteria for performance evaluation of Independent Directorswhich will be based on attendance expertise and contribution brought in by theIndependent Directors at the Board Meeting which shall be taken into account at the timeof reappointment of Independent Directors.

Directors’ Responsibility Statement

In compliance of Section 134 (5) of the Companies Act 2013 your directors on thebasis of information made available to them confirm the following:

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

(b) that the directors had 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 31st March 2016 andLOSS 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;and;

(e) that the directors have laid down internal financial controls to be followed bythe company 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.

Extract of Annual Return

Pursuant to provisions of Section 92(3) of the Companies Act 2013 and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 an extract of annual return inForm MGT-9 is enclosed herewith and forms part of the report. (PLEASE REFER ANNEXURE- IEXTRACT OF ANNUAL RETURN)

Auditors

M/s GSV ASSOCIATES Chartered Accountants Chennai who are the statutory auditors ofCompany holds office till the conclusion of forthcoming Annual General Meeting and areeligible for re-appointment. Pursuant to the provisions of section 139 of the CompaniesAct 2013 and the Rules framed thereunder it is proposed to appoint M/s. GSV ASSOCIATESChartered Accountants as statutory auditors of the Company from the conclusion of theforthcoming Annual General Meeting till the conclusion of the next Annual General Meetingof the Company.

As required under Regulation 33(1)(d) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the audi-issued torshave also confirmed that they hold avalid certificate by the Peer Review Board of the Institute of Chartered Accountants ofIndia.

TheCompany has also obtained a written Certificate the Statutory Auditors proposed tobe re-appointed at the ensuing Annual General Meeting of the Company. The Auditors haveconfirmed their eligibility to the effect that their reappointment if made would bewithin the prescribed limits under the Companies Act 2013.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.

Secretarial Audit

Mr S Bhaskar Partner of M/s. BP & Associates Company Secretaries have beenappointed to conduct the Secretarial Audit of the Company. Pursuant to Section 204(1) ofthe Companies Act 2013 the Secretarial Audit Report submitted by the SecretarialAuditors for the year ended 31st March 2016 is attached to the Annual Report & formspart of the Annual Report.

Qualifications in Audit Reports

Qualification/ Observation or adverse remark on Independent Auditor’s report forthe year ended 31.03.2016:

8.1. The company has not fulfilled its export obligation as disclosed in sub-note 5.1of financial 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 we were not able to fulfill ourexport obligation in respect of Advance licenses obtained for supply to Malaysia due todefault in payments by our customer for the past supplies. It bears mention that out ofmore than 200 advance licenses availed by us we have only defaulted in two and that tooon account of a default by the customer. The Company has been pursing resolution of thesaid matter with the Government of India since then. It has made an application for amerit based redemption before the appropriate forum. The Company has also filed apetition/application with the Ministry of Commerce Government of India during the yearunder review.

8.2. Included in Investments Loans and Advances and Oth-er current assets are sumsaggregating to Rs 237334423 invested and advanced to its subsidiary M/s Acrastyle PowerIndia Ltd against which there exists aggregate provision of Rs 72176837. In ouropinion the quantum of provisioning could be understated considering the networth of itswholly owned subsidiary and the qualified opinion of its auditors with respect to quantumof provisioning of its investment in its subsidiary. We are not able to comment on theadequacy of provisioning with respect to the same.

Management Reply

For the current year The Board consequent to the significant turnaround in theoperations of Acrastyle Limited U.K and the prospects of the industry has deemed itinappropriate to make any further provisions for these investments. Further the net worthof Acrastyle Limited U.K has only eroded because of the accrual of the pension deficit asper UK reporting standards.

We believe that any further provision is not necessary on these investments.

Annexure A to the Auditor’s Report –

Point No (iii)

In our opinion the terms and conditions are prejudicial to the interest of the companywith respect to interest-free loan given to S&S Power Switchgear Equipment Ltd to theextent of Rs 3.75 Crores

No interest / principal repayment schedule has been stipu-lated with respect to theseloans and the repayments of the same are not regular

In absence of any specified repayment schedule we are not able to comment to theextent of loan which is overdue.

Management Reply

The company being the holding company had advanced these loans to its subsidiary tomeet its deficit in working capital requirements due to incurrence of significantsubsidiary. The loans were granted for the subsidiary to recover from its current losssituation and any further charge of interest would only put the subsidiary into furtherfinancial strain. Since the ultimate beneficiary to a majority would be the company theinterest free loan has been granted with an intention to allow the subsidiary to recoverfrom its current financial position.

Given the improvement in the financial situation of the subsidi -ary 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 31 03 2016:

1 Appointment of Independent Director

The Company has not appointed an Independent director for specific period of timeduring the period under review; hence the compliance as per Section 149(4) and Rule 4 ofCompanies (Appointment and Qualification of Directors) Rules 2014 has not been complied.

Management Reply

Independent Directors has been appointed by the Company subsequently at its AnnualGeneral Meeting held on 14th August 2015 in compliance with the provisions of Section149(4) and Rule 4 of Companies (Appointment and Qualification of Directors) Rules 2014.

Corporate Governance

Transparency is the cornerstone of your Company’s philosophy and all requirementsof Corporate Governance are adhered to both in letter and spirit. All the Committees ofthe Board of Directors meet at regular intervals as required in terms of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. Your Board of Directors havetaken all necessary steps to ensure compliance with the statutory requirements. TheDirectors and Key Management Personnel of your Company have complied with the approved‘Code of Ethics for Board of Directors and Senior Executives’ of the Company.

Your Company had duly complied with the requirements regarding Corporate Governance asstipulated under Regulation 24 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Your Company has been complying with the principles ofgood Corporate Governance over the years and is committed to the highest standards ofcompliance. Pursuant to the Listing Agreement read with Regulation 15(2) of the SEBI(LODR) Regulations 2015 the compliance with the corporate governance provisions asspecified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) and para C D and E of Schedule V shall not apply to your Company. However as a good CorporateGovernance Practice the Company has generally complied with the Corporate Governancerequirements and a report on Corporate losses in the Governance as required under ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 beingfollowed by the Company is included as a part of this Annual Report. Certificate from theStatutory Auditors of the company confirming compliance with the conditions of CorporateGovernance as stipulated under Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is also included as a part of this report.

Further as required under Regulation 17(8) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 a certificate from the Managing Director &Chief Financial Officer is being annexed with this Report.

Vigil Mechanism/Whistle Blower Policy

In accordance with Section 177(9) and (10) of the Companies Act 2013 and Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theCompany had established a Vigil Mechanism and has a Whistle Blower Policy. The policy isavailable at the Company’s website.

The Audit Committee of Board of Directors is entrusted with the responsibility tooversee the Vigil mechanism.

Conservation of Energy Technology Absorption and Foreign Exchange Outgo

(A) CONSERVATION OF ENERGY

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

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

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

(B) TECHNOLOGY ABSORPTION & PRODUCT INNOVATION

• Company’s products are manufactured by using in-house knowhow technologyand no outside technology is being used for manufacturing activities.

• Company operates in a very competitive environment regular value engineeringand adoption of new efficient material and manufacturing technology is a key to stay atthe forefront of the cost competitiveness.

• Improvement in Vacuum Circuit Breaker technology by upgrading mechanism andvalue engineering in outdoor VCB’s.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

(Amount in Rs)

Particulars For the year ended 31st March 2016 For the year ended 31st March 2015
Foreign Exchange Earnings 2196000 1957499
Foreign Exchange Outgo Nil Nil

Significant & Material Orders Passed by the Regulators

Pursuant to Rule 8(5)(vii) of Companies (Accounts) Rules 2014 it is reported that nosignificant and material orders have been passed by the Regulators or Courts or Tribunalsduring the year under review impacting the going concern status and Company’soperations in future.

Internal Financial Controls

In accordance with Section 134(5)(e) of the Companies Act 2013 Your Company is wellequipped with adequate internal financial controls commensurate with its size and scale ofoperations that are designed to provide reasonable reassurance that the company’sfinancial statements are reliable and prepared in accordance with the law. Your Company iscommitted to ensure that its operations are carried out within a well defined internalcontrol framework. The Company has a continuous monitoring mechanism which enables theorganisation to maintain the same standard of the control systems and helps them inmanaging any default on timely basis because of strong reporting mechanisms followed bythe Company. All the transactions are properly authorized recorded and reported to theManagement. Internal Audit is carried out in a programmed way and follow up actions weretaken for all audit observations.

The Company has implemented and evaluated the Internal Financial Controls which providea reasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes and policies safeguarding of assets prevention anddetection of frauds accuracy and completeness of accounting records.

During the year under review your company has appointed an internal auditor with aclear mandate to help company in drawing out necessary improvement in internal financialcontrol system while company looks for growth. Internal Financial Control Systems wereenhanced in several areas based on findings.

Management is committed to continue to reinforce its internal controls as your companybounces back to witness significant growth in its operations. We will continue to focusimprovement in ERP and follow up key improvement projects through monthly review andQuarterly Audit Committee Meetings.

The key Internal Audit findings are reviewed periodically by the Audit Committee of theBoard of Directors and corrective action as deemed necessary is taken. Your Company alsohas laid down procedures and authority levels with suitable checks and balancesencompassing the entire operations of the Company.

Particulars of Loans Guarantees or Investments

Details of loans and investments made by the Company to other body corporate orpersons are given in the notes to the financial statements.

The company has not given any guarantees to any persons covered under the provisions ofsection 186 of the Companies Act 2013.

Risk Management Policy

Business Risk Evaluation and Management is an ongoing process within the Organization.Your company has established a comprehensive risk management policy to ensure that risk tothe Company’s continued existence as a going concern and to its development areidentified and addressed on a timely basis.

Product Quality Management

Product Quality was identifiedas a key area for risk management and your companylaunched a very progressive quality policy across all its subsidiaries and took aninitiative to rejuvenate the quality culture. Several Quality Improvement Projects wereimplemented during the year to implement the Quality Policy.

IP & Data Sceurity

The Company has taken an initiative to recruit full time IT professionals toenhance its IT performance and IT enabled process landscape.

IT Security Policy- Your Company is actively involved in drafting an ITpolicy.

Improving Data Security- Your Company is actively involved in specifying anddesigning a separate server for Knowledge Database – Engineering and DevelopmentServer. This will help in IP related data security.

Related Party Transactions

All related party transactions that were entered into during the financial year wereon arm’s length basis and were in the ordinary course of business. Particulars ofcontracts or arrangements with related parties referred to in Section 188(1) have beendisclosed in the Financial Statements. transac Further there are no materiallysignificant -tions during the year under review made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

Industrial Relations & Human Resource Management

The Company has 15 employees as on 31-03-2016. Industrial relations among the employeesof the Company continue to be cordial and healthy. During the year under review yourCompany enjoyed cordial relationship with workers and employees. Employees at all levelsare extending their full support and are actively participating in the various programmesfor energy conservation and cost reduction.

As your company has started to grow significantly in the year under review improvingtalent depth and leadership for the long term performance was of important focus. Salesand Marketing leadership organization and proximity to customer was signifi -cantlyincreased. Executive Management of the company was enhanced to prepare and implementstrategies for company’s success.

Very successful initiative was launched by integrating NTTF (Tool Room Training)trained talents as manufacturing engineers and Summer Internship program was launched toselect and develop talent at the bottom and bring velocity in the programs of the company.

For long term success of the company a new Talent Management Model has been developedand implementation started under the year of review.

Sethuramon Learning and Development Centre

During the year under review we developed strong focus on learning and development.Several training programs on the job and in the class room were undertaken. Job rotationand specific project based learnings were encouraged.

Ciltiviating Ethics And Compliance Culture

During the year under review your company has made several steps to improve ethics andcompliance culture in the company. These are focused on following four levers.

Leadership Engagement: ECM has been engaged in developing Ethics and complianceculture in the company. With meetings conducted every week to review and take stock of thesituation between the ECM members has driven the companies a long way in achieving itsgoal in reaching the targeted level of production and sales week after week.

Compliance Structure: One senior officer in the company is nominated as complianceofficer in the year under review. In addition to HR and Managing Directors support inreceiving and redressing concerns. Mechanism for concerns around EHS Product Quality andFinancial irregularities are encouraged in roundtables and one over one meeting.

Communication and Training: During onboarding and as a refresher course attemptsare made to highlight S&S Values and importance of compliance and ethics. The companyalso circulates Quarterly News Letters amongst its employees and also publishes the samein the Website for the benefit of customers so that they will know the activities that aretaking place at regular intervals.

Measurement of Effectiveness: Focused group discussions concerns reported andactions taken are currently used as measurement of effectiveness. As we deepen theimplementation of program we promise to develop KPI and perform perception survey tomeasure the effectiveness.

Taking an overall view all of the group companies are taking efforts to increase theemployee morale addressing their concern taking care of their health and that of theirfamily thereby results for the company are achieved in terms of production / productivity.An Annual Meeting of the companies are also planned every year so that employee across thegroup interact with each other for better coordination relationship strengthened and as agroup celebrate the achievements of individual employees in their respective areas.

Particulars of Employees

As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.

Listing of Shares & Dematerialization

The Equity shares of your Company continue to be listed in BSE Limited (BSE) andNational Stock Exchange of India Limited (NSE). Your Company has paid the Annual ListingFees for the year 2016-17 to both the exchanges. Your company is taking adequate steps toensure early revocation of suspension of trading in the Equity Shares of the Companylisted at BSE and NSE.

The shareholders can avail the facility provided by NSDL and CDSL to demat theirshares. Shareholders are requested to convert their holdings to dematerialized form toderive the benefits of holding the shares in electronic form.

Investor Services

Your company will constantly endeavour to give the best possible services to theinvestors and to keep the time of response to shareholders’ request / grievance atthe minimum. Priority is accorded to address all the issues raised by the shareholders andprovide them a satisfactory reply at the earliest possible time.

The Investor Grievance Redressal / Stakeholder’s Relationship Committee of theBoard meets periodically and reviews the status of the Shareholders’ Grievances.Towards this end the following are some of the initiatives taken by the Company:

• The investor Information section of the Website of the Company(www.sspower.com) had been re-designed by furnishing important financialinformation’s and other data of frequent reference by the investors.

• The Company also has a Stakeholders/ Investors Grievance

Redressal Committee to address shareholders grievances if any and resolve them as andwhen they are highlighted.

• The Company has provided an exclusive email id: inves-tor@sspower.com for theinvestors to facilitate complaints of the investors and its redressal.

• The Company had appointed M/s GNSA Infotech Limited as Registrars & ShareTransfer Agents for attending issues relating to Physical shares and routine servicesrequests.

• Shareholders can also address any unresolved issues or information requests bypost/email to Company Secretary at their Corporate Office situated at Plot No 14 CMDA

Industrial Area Part-II Chithamanur Village Maraimalai Nagar – 603209Kancheepuram District

• Shareholders are requested to update their email addresses with their respectivedepository participants so that the Company can provide better services at all times.

Disclosure Under the Sexual Harassment of Women

Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year no complaints concerning allegations of sexual harassment were filed with theCompany pursuant to the Sexual Harassment of Women at workplace (Prevention Prohibitionand Redressal) Act 2013.

Acknowledgement

Your Directors would like to express their sincere appreciation and acknowledge withgratitude for the continued support and consideration extended by the Promoters BanksGovernment authorities Customers vendors members & other business associates duringthe year under review. Your Directors also wish to place on record their deep sense ofappreciation for the committed services by the Company’s executives staff andworkers.

On behalf of the Board of Directors
Date: 26th May 2016 Ashish Sushil Jalan
Place: Chennai Chairman