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Shilchar Technologies Ltd.

BSE: 531201 Sector: Engineering
NSE: N.A. ISIN Code: INE024F01011
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VOLUME 476
52-Week high 524.90
52-Week low 365.00
P/E 18.65
Mkt Cap.(Rs cr) 158
Buy Price 410.20
Buy Qty 33.00
Sell Price 416.90
Sell Qty 25.00
OPEN 411.00
CLOSE 410.85
VOLUME 476
52-Week high 524.90
52-Week low 365.00
P/E 18.65
Mkt Cap.(Rs cr) 158
Buy Price 410.20
Buy Qty 33.00
Sell Price 416.90
Sell Qty 25.00

Shilchar Technologies Ltd. (SHILCHARTECH) - Director Report

Company director report

Your Directors have pleasure in presenting the 31st Annual Report on thebusiness and operations of the Company and the Audited Accounts for the Financial Yearended 31st March 2017.

1. FINANCIAL RESULTS:
[Rupees in Lacs]
2016-17 2015-16
Revenue from Operations 10918.76 10164.30
Other Income 336.41 298.25
Total Revenue 11255.17 10462.55
Less: Expenses before Interest and Depreciation 9172.90 8841.20
Less: (a) Interest 50.52 75.23
(b) Depreciation 136.38 139.39
Profit before Tax & Extra Ordinary Items 1895.37 1406.73
Add: Excess Provision for Expenses Written Back 4.43 1.69
Less: Prior year's Income Tax Adjustment - -
Profit Before Tax 1899.80 1408.42
Less: Tax Expenses
Current Tax 688 505
Deferred Tax (14.54) (5.80)
Profit after Tax 1226.34 909.22
Balance brought forward from previous year's amount available for appropriation 2773.14 1977.02
Balance available for appropriation 3999.48 2886.24
Adjustments as per Transitional Provisions of Schedule II to the Companies Act 2013Add : Adjustments (Net) to carrying cost of assets 1.64 1.64
4001.12 2887.88
APPROPRIATION
Interim Dividend & Corporate Dividend Tax on it. - 91.79
Proposed Final Dividend on Equity Share - 19.07
Corporate Dividend Tax on above - 3.88
Balance Carried over to next year 4001.12 2773.14

2. DIVIDEND:

Your Directors have recommended a final dividend of Rs. 3/- per share (i.e. 30%) onCompany's paid up equity share capital comprising of 3813400 equity shares of Rs. 10/-each.

Thus the total dividend outgo for the current fiscal will amount to Rs.11440200/-plus dividend distribution tax of Rs.2328996/-.

3. OPERATIONAL HIGHLIGHTS AND PROSPECTS:

The Company earned operational income of Rs. 10918.76 lacs compared to Rs.10164.30lacs for the previous year. The other income is Rs.336.41 lacs compared to Rs.298.25 lacsin the previous year.

The total revenue for the year is Rs.11255.17 lacs against Rs.10462.55 lacs in theprevious year. Profit after tax is Rs.1226.35 lacs as compared to previous year figure ofRs.909.22 lacs witness a spur of 34.87%

During the period under review your company was able to export transformers valuingRs. 44.36 crores as compared to previous year Rs.29.22 crores.

The Company has concentrated on catering needs of renewable energy sector includingsolar and wind energy in local market wherein the Company has been enjoying commendableposition being one of the top companies in India supplying transformers for renewableenergy.

PROSPECTS:

The current economic scenario shows positive signal of growth in power productionsector cement sector construction service sectors etc. Moreover tax benefits have beenlinked to the wind energy and subsidies have been provided to solar power generation. Thiswill boost Company's domestic sales in coming year. The Company also looks forward newbusiness from local private sectors but it largely depends on how the new power projectswill take place under the initiatives taken by the Central Government.

4. ACCREDITATION:

Your Company has been authorized by the Bureau of Energy Efficiency (BEE) for usingthree (4) Star Rating labels on its Distribution Transformers with the capacity of25KVA/63KVA/100KVA and 200KVA respectively.

The Company is also holding ISO 9001:2000 Certificate since September 2004 for qualitysystems in relation to its factory located at village Bil District Vadodara in the Stateof Gujarat.

5. CREDIT FACILITIES

The Company has been optimally utilizing its fund based and non fund based workingcapital requirements as tied up with Bank of Baroda. During the year under review theCompany was comfortable in meeting its financial requirements. Effective financialmeasures have been continued to reduce cost of interest and bank charges.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid Dividendrelating to the financial year ended on 31/03/2010 was due for remittance on or before02.10.2016 to the Investor Education and Protection Fund established by the CentralGovernment. Pursuant to the provisions of Section 125 of the Companies Act 2013 duringthe year the Company is under process of transferring 16507 Equity shares to IEPF Accountof Central Government for which dividend has remain unclaimed/unpaid for consecutive 7years.

7. SHARE CAPITAL

The paid up Equity Share Capital as on March 31 2017 was Rs. 38134000/-. During theyear under review the company has not issued any shares or any convertible instruments.

8. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report

9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished inAnnexure-I and is attached to this report.

10. RISK MANAGEMENT

The Company has framed a sound Risk Management Policy to identify and evaluate businessrisks and opportunities and the same has become integral part of Company's day to dayoperations. The key business risks identified by the Company are as follows viz. IndustryRisk Management and Operations Risk Market Risk Government Policy risk Liquidity riskand Systems risk. The Company has in place adequate mitigation plans for the aforesaidrisks.

11. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per the provisions of Companies Act 2013 regarding Corporate Social ResponsibilityCompany have spent CSR expenditure as per Annexure-II attached.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the furnishing aboveinformation is not applicable.

13. RELATED PARTY TRANSACTIONS

Related party transactions that were entered during the financial year were on an arm'slength basis and were in the ordinary course of business. There were no materiallysignificant related party transactions with the Company's Promoters Directors Managementor their relatives which could have had a potential conflict with the interests of theCompany. Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure-III.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliance with the applicable provisions of the Companies Act 2013 the Rulesthereunder and the Listing Agreement. This Policy was considered and approved by the Boardhas been uploaded on the website of the Company at www.shilchargroup.com under investors/policy documents/Related Party Policy link.

14. DIRECTORS

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum and Articles of Association of the Company Mr. Jitendra C. Shah non-executiveChairman retire by rotation and he is eligible for re-appointment. There is no change inconstitution of the Board during the year under review.

The Company made an application to Central Government Ministry of Corporate Affairsfor increase of managerial remuneration payable to Mr. Alay J Shah Managing Director. TheCentral Government vide its email dated 01.05.2017 accorded increase of remuneration asunder: The payment of a total remuneration of Rs.3780000/- (Rupees Thirty Seven Lac andEighty Thousand Only) for the period of from 01/04/2016 to 11/09/2016 Rs. 9252000/- (Rupees Ninety Two Lac and Fifty Two Thousand Only) for the period from 12/09/2016 to31/03/2017 and Rs. 9000000/- ( Rupees Ninety Lac Only) for the period from 01/04/2017 to30/09/2017.

14.1 BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

14.2 REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Reportattached herewith.

14.3 MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

The required particulars of various Committees are stated in the Corporate GovernanceReport attached herewith.

14.4 DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

15. AUDIT COMMITTEE AND VIGIL MECHANISM

The composition and other particulars of Audit Committee are provided in the CorporateGovernance Report attached herewith. In pursuant to the provisions of section 177(9)& (10) of the Companies Act 2013 a Vigil Mechanism for directors and employees toreport genuine concerns has been established. The Vigil Mechanism Policy has been uploadedon the website of the Company at www.shilchargroup.com under investors/policydocuments/Vigil Mechanism Policy link.

16. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:—(a) in the preparation of theannual accounts the applicable accounting standards had been followed along with properexplanation relating to material departures; (b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe company at the end of the (c) financial year and of the profit and loss of the companyfor that period; (d) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (e) the directors had prepared the annual accounts on a goingconcern basis; and (f) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(g) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

17. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished inAnnexure-IV and the same is attached to this Report.

18. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or Associate Company.

19. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

20. AUDITORS

20.1 STATUTORY AUDITORS

The Company's Auditors M/s. Naresh & Co Chartered Accountants Vadodara willretire at ensuring Annual General Meeting of the Company. In terms of section 139 to 141of the Companies Act 2013 and the Rules framed thereunder it has been proposed to makeappointment of M/s.CNK & Associates LLP Chartered Accountants as Auditors of theCompany to hold the office from the conclusion of ensuing Annual General Meeting untilconclusion of 36th Annual General Meeting. As required under ListingRegulations the auditors have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India.

20.2 SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/S. Kashyap Shah & Co. a Practicing Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure-V ".

20.3 INTERNAL AUDITORS

M/s. C G Pradhan & Co Chartered Accountants performs the duties of internalauditors of the Company and their report is reviewed by the audit committee from time totime.

21. OBSERVATION OF AUDITORS

There is no qualifications reservations or adverse remarks made by the Auditors.

22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

The Company continues to ensure proper and adequate systems and procedures commensuratewith its size and nature of its business.

23. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

24. CORPORATE GOVERNANCE:

As per Regulation 34(3) and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate Section on Corporate Governance on corporategovernance practices followed by the Company together with a certificate from theCompany's Auditors confirming compliance forms an integral part of this Report.

25. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report is appended as Annexure-VI to thisReport.

26. PARTICULARS OF EMPLOYEES:

Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014with reference to remuneration of employees in excess of the limits prescribed arehereunder:

Particulars Name of the Employee: Mr Alay Shah
Designation of the Employee Managing Director*
Remuneration Received Rs. 13583864/-
Nature of Employment whether contractual / otherwise Permanent
Qualification and experience of the Employee 25 years
Date of commencement of employment 1990
The age of the employee 50 Years
The last employment held by such employee before joining the Company NA
The percentage of equity shares held by the employee in the company within the meaning of clause (iii) of sub - rule (2) of Rule 5 NA
Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager NO

The information required under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules2014 as amended has been furnished herein below.

The percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the financial year 2016-17 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the financial year2016-17 and the comparison of remuneration of each Key Managerial Personnel (KMP) againstthe performance of the Company are as under:

Sr. No. Name of Director/ KMP and Designation % increase/decrease (-) in Remuneration in the Financial Year 2016-17 Ratio of remuneration of each Director / to median remuneration of employees
1. Mr. Alay Shah Managing Director 73.68% 80.68:1
2. Mr. Prajesh Purohit Chief Financial Officer 7.59% 4.98:1
3 Ms. Mauli Bhatt Company Secretary 0% 1:1

Note: Independent Directors are paid only sitting fees and hence not included in theabove table.

ii) The median remuneration of employees of the Company during the financial year wasRs 1.68 lacs. iii) In the financial year there was decrease of 10.64 % in the medianremuneration of employees; iv) There were 100 permanent employees on the rolls of Companyas on March 31 2017 v) Average percentage increase made in the salaries of employeesother than the managerial personnel in the last financial year i.e. 2016-17 was 9% whereasthe increase in the managerial remuneration for the same financial year was 73.68%. vi)Remuneration paid is as per the Remuneration Policy for Directors Key ManagerialPersonnel and other Employees.

27. COST AUDIT

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 dated 31/12/2014 the activity of your Companyfalls under Non-regulated sectors and hence maintenance of cost records as well as thecost audit as the case may be has been applicable to the Company for the Financial Year2016-17.

28. HUMAN RESPURCES:

During the period under review the personal and industrial relations with theemployees remained cordial in all respects. The management has always carried outsystematic appraisal of performance and imparted training at periodic intervals. TheCompany recognizes talent and has judiciously followed the principle of rewardingperformance.

29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.

The Company has zero tolerance for sexual harassment at its workplace. The Company hasadopted an Anti-harassment Policy in line with the requirements of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaint Committee are set up to redress complaints received regularly and are monitoredby women line supervisors who directly report to the Chairman & Managing Director. Allfemale employees are covered under the policy. There was no complaint received from anyemployee during the financial year 2016- 17 and hence no complaint is outstanding as onMarch 31 2017 for redressal.

30. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors
For SHILCHAR TECHNOLOGIES LIMITED
Place: Bil District Vadodara JITENDRA SHAH
Date: 06.05.2017 CHAIRMAN

Annexure - 1 to the Director's Report 2016-17

Particulars under the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 for the year ended 31st March 2017

Sr. No. Particulars
[A] Conservation of Energy:
(a) Energy conservation measures taken:
1. Application of Gas based Ovens.
2. The lighting changed to Picture Tube Lights (PL)
3. The Company set up a wind mill project to generate eco friendly electricity being used for captive consumption.
4. The numbers as well as capacity of capacitors changed to achieve improved power factor.
5. The consumption of Diesel is under close supervision.
6. Putting thrust on developing energy efficient transformers.
(b) Additional investments and proposals if any being implemented for reduction of consumption of energy: NIL
(c) Impact of measures at (a) & (b) above for reduction of energy consumption and consequent impact on the cost of production of goods: Saving in power cost
(d) Total energy consumption and energy consumption per unit of production as per prescribed Form A:

 

A. Power & Fuel Consumption 2016-17 2015-16
1. Electricity:
a) Purchased
Unit 616629 680509
Total Amount (in Rs.) 4590154 4957411
Rate/ Unit 7.44 7.28
b) Own Generation:
i) Through Diesel Generator
Diesel Qty (in Ltr) 1529 1249
No. of Units Generated 5352 4373
Total Amount ( in Rs.) 92518 65000
Unit per Ltr of Diesel Oil
Total Cost per Unit
ii) Through Steam Nil Nil
Turbine/ Generator —- —-
Unit —- —-
Units per Ltr. of Fuel Oil/ Gas —- —-
2. Coal (Specify quantity and - where used) NIL NIL
3. Furnace Oil:
Quantity in Liters NIL NIL
Total Amount NIL NIL
Average Rate/ Liter NIL NIL
4. Others:
a) Light Diesel Oil:
LDO Consumed in Liters NIL NIL
Total Amount NIL NIL
Average Rate/ Liter NIL NIL
b) Wind Generation:
Generated Units 450624 402276
Total Amount 3228750 2638279
Average Rate/ Unit 7.16 6.55

B. CONSUMPTION PER UNIT OF PRODUCTION:

Since the Company manufactures different types of transformers it is not practicableto give consumption per unit of production.

FORM B

[B] Technology Absorption: (a) Research & Development:

(1) Specific area in which R & D is carried out by the Company:

1.1 The Company is in the process of establishing state of the art facilities forresearch.

1.2 The Company has been investing in setting up optimum testing facilities at variousstages of production process. (2) Benefits derived as a result of the above R & D

Improvement in quality and better product mix (3) Future plan of action:

To invest more in R & D activities. (4) Expenditure on R & D:

During the financial year ended on 31.03.2017 the Company spent Rs.31.56 lacs on R& D activities being 0.28% of its total turnover as compared to Rs.27.88 lacs being0.27% in the previous year.

(b) Technology Absorption Adaptation & innovation:

(1) Efforts in brief made towards technology absorption adaptation and innovation.

Your Company has continued its efforts to upgrade its manufacturing facilities ofElectronics & telecommunication transformers.

[C] Foreign Exchange earnings and outgo:

Sr. No. Particulars 2016-17 2015-16
01. Earning from Export during the year 432705236 288149821
02. Outgo:
a) CIF value of Imports 7801845 12424199
b) Expenditure in foreign currency 5290173 3140975
c) Traveling 1236637 2087986

 

For and on behalf of the Board of Directors
For SHILCHAR TECHNOLOGIES LIMITED
Place: Bil District Vadodara JITENDRA SHAH
Date: 06.05.2017 CHAIRMAN

ANNEXTURE III

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insubsection (1) of section 188 of the Companies Act 2013 including certain arms lengthtransactions under third proviso is given below:

1. Details of contracts or arrangements or transactions not at arm's length basis: NOTAPPLICABLE

Sr. No. Particulars Details
a) Name(s) of the related party and nature of relationship Nil
b) Nature of contracts/arrangements/transactions Nil
c) Duration of the contracts / arrangements/transactions Nil
d) Salient terms of the contracts or arrangements or transactions including the value if any Nil
e) Justification for entering into such contracts or arrangements or transactions Nil
f) date(s) of approval by the Board Nil
g) Amount paid as advances if any: Nil
h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188 Nil

2. Details of material contracts or arrangement or transactions at arm's length basis:

Particulars Details
a) Name(s) of the Related Party Mr. Ashesh Shah Mrs. Shilpa Shah Mr. Aashay Alay Shah Prowess Engineering Mr. Alay Shah Mr. Aatman Alay Shah
b) Nature of relationship Related to Mr. Alay Shah MD Related to Mr. Alay Shah MD Related to Mr. Alay Shah MD Mr. Alay Shah MD is holding Directorship Director Related to Mr. Alay Shah MD
c) Nature of contracts/ arrangements /transactions Professional Fees Employment Employment Purchase of Tanks Lease Rent for occupying flat at Mumbai Employment
d) Duration of the contracts / arrange ments/transactions 01.04.2016 to 31.03.2017 01.04.2016 to 31.03.2017 01.04.2016 to 31.03.2017 01.04.2016 to 31.03.2017 01.04.2016 to 31.03.2017 03.11.2016 to 31.03.2017
e) Salient terms of the contracts or arrangements or transactions including the value if any Professional fees of Rs. 125000/- per month against availing marketing services Working as Vice President HR. Salary of Rs. 125000/- per month plus re-imbursement of electricity bills. Working as Manager (Operations). Salary of Rs. 60000/- per month. Orders worth Rs.345.58 lacs given during the FY 2016-17. Lease rent of Rs.100000/- per month . Working as Manager (Operations) Salary of Rs. 60000/- per month.
f) date(s) of approval by the Board if any N.A. N.A. N.A. N.A. N.A. N.A.
g) Amount paid as advances if any: NIL NIL NIL NIL NIL Nil

 

For and on behalf of the Board of Directors
For SHILCHAR TECHNOLOGIES LIMITED
Place: Bil District Vadodara JITENDRA SHAH
Date: 06.05.2017 CHAIRMAN