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Prudential Sugar Corporation Ltd.

BSE: 500342 Sector: Agri and agri inputs
NSE: PRUDMOULI ISIN Code: INE024D01016
BSE 05:30 | 01 Jan Prudential Sugar Corporation Ltd
NSE 05:30 | 01 Jan Prudential Sugar Corporation Ltd

Prudential Sugar Corporation Ltd. (PRUDMOULI) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 28th Annual Report and the AuditedFinancial Statements for the Financial Year ended March 312019.

Financial Results

The performance for the Financial Year ended March 312019 is as under:

Standalone

Consolidated

31.03.2019 31.03.2018 31.03.2019 31.03.2018
Total Income - 3217.43 - 3217.43
Profit/(Loss) before Interest & Depreciation 150.27 5098.95 350.47 5401.79
Less: Interest 0.10 0.64 0.10 0.64
Profit/(Loss) after Interest but before
Depreciation & Tax 150.17 5298.31 350.37 5401.15
Less: Depreciation 2.09 - 2.09 -
Profit/(Loss) before tax 148.08 5298.31 348.28 5401.15
Provision for Tax:
- Taxation for earlier years - - - -
- Current Tax 38.49 - 90.55 26.48
- Deferred Tax Assets - - - -
Profit/(Loss) after Tax and Dividend 109.59 5298.31 257.73 5374.67
Add: Balance brought from previous year 3304.09 (1994.22) 3247.61 (2121.78)
Surplus/(Loss) carried to Balance Sheet 3413.67 3304.09 3505.34 3247.61

State of the Affairs of the Company

After the transfer of business and assets of the Company to Natems Sugars PrivateLimited in May 2017 pursuant to the approval of the shareholders of the Company throughpostal ballot held during October/November 2014 the Board of Directors of the Company hasproposed to embark upon a Bio-organic Jaggery manufacturing project with state-of-the-arttechnology in Telangana state. The project study is being carried-out in consultation withexperts in this field with regard to technology process viability state incentivesetc. and an appropriate decision will be taken based on the study report.

Share Capital:

Authorized Share Capital

During the year under review there was no change in authorized share capital of theCompany. Authorized share capital of the company as on March 312019 was Rs.750000000comprising of 50000000 equity shares of Rs.10 each and 5000000 No of 16% CumRedeemable Preference shares of Rs.50.

Paid-up Share Capital

During the Financial Year 2018-19 there was no change in paid up share capital of theCompany. Paid up share capital of the company as on March 312019 was Rs.372070000comprising of the following:

15406400 equity shares of Rs.10 each 10345600 Equity shares of Rs.10 each

(Converted from 2586400 Equity to preference Shares of Rs.40 each)

20000 16% Cum. Redeemable Pref. Shares of Rs.40 each (Rs.10 converted into Equity)

6500000 Equity shares of Rs.10 each Buy Back of Securities

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

Sweat Equity

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

Bonus Shares

The Company has not issued any bonus shares during the year under review.

Employees Stock Option

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

Dividend

Your Directors have not recommended any dividend on Equity Shares for the year underreview. Transfers to Reserves

Your Board of Directors does not appropriate any amount to be transferred to GeneralReserves during the year under review.

Fixed Deposits

During the year under review your Company has not accepted any fixed deposits withinthe meaning of Section 73 of the Companies Act 2013 read with rules made there under.

Listing of Equity Shares

The Company's Equity shares are listed at the following Recognized Stock Exchanges:

BSE Limited Phiroze JeeJeebhoy Towers Dalal Street Mumbai - 400 001; However thelisting of the Company's shares on the Exchange is under suspension as on 31.03.2019.

NSE Ltd Exchange Plaza G Block Bandra Kurla Complex Bandra Mumbai - 400 051.

Calcutta Stock Exchange 7 Lyons Range Kolkata - 700 001.

Madras Stock Exchange - Exchange has been closed down and is not operational now.

Ahmedabad Stock Exchange - Exchange has been closed down and is not operational now.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for thefinancial year 2018-19.

Subsidiaries Associates and Joint venture

During the financial year 2017-18 your company had acquired the Equity Shares inPrudential Ammana Sugars Limited which has become subsidiary of the Company.

Statement containing salient features of the financial statement of the above mentionedsubsidiary has been given in Form AOC-1 in the Annexure-VII to this report.

Your Company does not have any Joint Ventures or Associate Companies.

Number of Meetings of the Board of Directors

The Board of Directors duly met 6 times during the financial year from April 12018 toMarch 31 2019 the details of which are given in the Corporate Governance Report. Themaximum interval between any two meetings did not exceed 120 days as prescribed in theCompanies Act 2013 and Secretarial Standard -1.

Independent Directors' Meeting

The Independent Directors met on February 14 2019 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of Non-Independent Directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirector and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

INDIAN ACCOUNTING STANDARDS (IND-AS)

Your Company has adopted Indian Accounting Standards (Ind AS) with effect from April12017 pursuant to the Companies (Indian Accounting Standard) Rules 2015 as notified bythe Ministry of Corporate Affairs on February 16 2015. Accordingly your Company hasprepared financial results on standalone basis as per Ind-AS the formats forUnaudited/Audited quarterly financial results i.e. Statement of Profit and Loss and theUnaudited/Audited Half-Yearly Balance Sheet are to be submitted to the stock exchangesshall be as per the formats for revised Balance Sheet and Statement of Profit and Loss asprescribed in Schedule III to the Companies Act 2013.

Extract of Annual Return

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of the Annual Return in Form MGT-9 isavailable on the Company's website at http://www.prudentialsugar.com/shareholdersinformation.

Directors Responsibility Statement as required under Section 134 of the Companies Act2013

Pursuant to the requirement under Sec 134 (3)( C) of the Companies Act 2013 withrespect to the Directors' Responsibility Statement the Board of Directors of the Companyhereby confirms that:

i. in the preparation of the Annual Accounts the applicable accounting standards havebeen followed;

ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312019 and Statement ofProfit and Loss of the Company for that period;

iii. 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;

iv. the Directors have prepared the Annual Accounts for the Financial Year ended March312019 on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Statement on Declaration given by Independent Directors under Sub-Section (6) ofSection 149

The independent directors have submitted the declaration of independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section(6).

Management Discussion and Analysis

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis discusses the key issues concerning the business and carried on bythe Company and the same is enclosed as Annexure - V to this Report.

Corporate Social Responsibility (CSR) Initiatives:

Section 135 of the Companies Act 2013 provides the threshold limit for applicabilityof the CSR to a Company ie. (a) net worth of the Company to be Rs.500 crore or more; or(b) turnover of the company to be Rs. 1000 crore or more; or (c) net profit of thecompany to be Rs. 5 crore or more. As the Company does not fall under any of the thresholdlimits given above the provisions of section 135 are not applicable to the Company.

Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Reportforming part of this report. All the recommendations made by the Audit Committee wereaccepted by the Board.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following Directors namelyMr. Y. Ravinder Reddy Chairman Ms. Sadhana Bhansali and Mr. Kishore Jhunjhunwala.

• Brief description of terms of reference:

• Identify persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardfor their appointment and removal;

• carry on the evaluation of every director's performance;

• formulation of the criteria for determining qualifications positive attributesand independence of a director;

• recommend to the Board a policy relating to the remuneration of the directorskey managerial personnel and other employees;

• formulation of criteria for evaluation of Independent Directors and the Board;

• devising a policy on Board diversity; and

• any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

In compliance to the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Nomination and Remuneration Committee has recommended to the Board a Nomination andRemuneration policy with respect to appointment / nomination and remuneration payable forthe Directors Key Managerial Personnel and senior level employees of the Company. Thesaid policy has been adopted by the Board and the same was discussed in the CorporateGovernance Report. We affirm that the remuneration paid to the directors is as per theterms laid out in the nomination and remuneration policy of the Company.

Particulars of Loans Guarantees or Investments under Section 186

The company has not given any Loans Guarantees and made Investments during theFinancial Year ended on March 312019 in compliance with the provisions of Section 186 ofthe Companies Act 2013 read with Companies (Meetings of Board and its Powers) Rules2014.

Particulars of Contracts or Arrangements with Related Parties Referred to inSub-Section (1) of Section 188

All transactions entered by the Company with Related Parties were in the Ordinarycourse of Business and are at Arm's Length pricing basis. The Audit Committee grantedapprovals for the transactions and the same were reviewed by the Committee and the Boardof Directors.

There were no materially significant transactions with Related Parties during thefinancial year 2017-18 which were in conflict with the interest of the Company. Thedetails of contracts and arrangements with related parties as referred to in Section188(1) of the Companies Act 2013 were given as Annexure - I to the Board's Report in formNo: AOC-2 pursuant to Section 134 (3)(h) of the Act read with Rule 8(2) of the Companies(Accounts) Rules 2014.

During the year under review there are no contracts / arrangements / transactionsentered by the Company during the financial year with related parties and do not attractthe provisions of Section 188 of the Companies Act 2013.

The conservation of energy technology absorption foreign exchange earnings and outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 (Act) read with theCompanies (Accounts) Rules 2014

Information with respect to conservation of energy technology absorption foreignexchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is prepared and the same is enclosed as Annexure - II to thisReport.

Mechanism for Evaluation of Board

Pursuant to section Sec 134 (3)(q) read with Rule 8 (5) (viii) of Cos (Accounts) RulesEvaluation of all Board members is done on an annual basis. The evaluation is done by theBoard Nomination and Remuneration Committee and Independent Directors with specific focuson the performance and effective functioning of the Board and Individual Directors.

A. Criteria for evaluation of Board of Directors as a whole

i. The frequency of meetings;

ii. The length of meetings;

iii. The administration of meeting;

iv. The number of committees and their roles;

v. The flow of information to board members and between board members;

vi. The quality and quantity of information; and

vii. The Disclosure of Information to the stakeholders.

B. Criteria for evaluation of the Individual Directors

i. Ability to contribute and monitor corporate governance practices;

ii. Ability to contribute by introducing best practices to address top managementissues;

iii. Participation in long term strategic planning;

iv. Commitment to the fulfillment of director obligations and fiduciaryresponsibilities;

v. Guiding strategy;

vi. Monitoring management performance and development;

vii. Statutory compliance & Corporate governance;

viii. Attendance and contribution at Board /Committee meetings;

ix. Time spent by each of the member; and

x. Core competencies.

Details of Directors or Key Managerial Personnel who were appointed or have resignedduring the Year

In terms of Section 152 of the Companies Act 2013 Mr. Kurra Subba Rao Director wouldretire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. KurraSubba Rao has offered himself for re-appointment.

Based on the confirmations received from Director none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.

Mr. Y Ravinder Reddy Ms. Sadhana Bhansali and Mr. Kishore Jhunjhunwala werereappointed as independent directors for a further period of 5 years subject to approvalof the shareholders.

Mr. Kurra Subba Rao was reappointed as whole time director for a further period of 3years from August 16 2019 subject to approval of shareholders.

Based on the confirmations received from Director none of the Directors aredisqualified from appointment under Section 164 of the Companies Act 2013.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013.

Statutory Auditors

M/s. R Pugalia & Co. Chartered Accountants (Firm Registration No.318188S) wereappointed as Statutory Auditors of your Company to hold office from the conclusion of the26th AGM until the conclusion of the 31st AGM to be held in the year2022. The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videNotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors whowere appointed in the Annual General Meeting held on March 312018.

Qualification by Statutory Auditors

Information & Explanation in respect of Qualification/Reservation or Adverseremarks contained in Independent Auditors Report under Paras: Basis for Qualified opinion:

A. Regarding Business Transfer Agreement with Natems Sugar Limited the execution ispending due to legal order and other conditions Refer Note No. 23 (d) - impact of thesame on Assets/ Liabilities and Loss of the company is unascertained.

B. Inspite of continues erosion of networth position of excess of current liabilitiesover current assets and uncertainty associated with operations of the company theAccounts of the Company are prepared on going concern basis.

C. Since all the shares of the Company were converted into equity Share the Company didnot redeem the 16% Redeemable Cumulative Preference Shares and did not provide for arrearsof dividend thereon.

D. In view of very limited strength of employees presently working with the Companythe requirements of AS-15 Employee Benefits in respect of gratuity could not be compliedwith. However provision for gratuity as required under Payment of Gratuity Act has beenprovided for.

E. The company could not get confirmation of balances in respect of Trade Receivablesand Trade Payables other than due from/to related parties as most of them are very old andpresently no transactions are being taken place with them.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedM/s. RBM & Associates Practicing Company Secretaries for conducting Secretarial Auditof the Company for the financial year 2018-19.

Board Response:

Due to the management dispute marked by the ROC the Company could not file certainforms. However the Company had been in the process to file all the Forms with ROC.

Cost Auditors

M/s. N.S.V. Krishna Rao & Co. Cost Accountants Hyderabad the Cost Auditors (FirmRegistration No. 101516) have been appointed as Cost Auditors of the company for the yearending March 31 2020. A resolution seeking shareholders' ratification of the remunerationpayable to the said Cost Auditors has been included in the notice of the AGM.

Internal Auditors

In pursuance of Section 138 of the Companies Act 2013 read with rules made thereunder the Board of Directors of the Company has assigned the function of Internal Auditto an independent firm of Chartered Accountants to carryout Internal Auditing of books ofaccounts periodically which are placed before the Audit Committee for review at itsmeetings.

Internal financial control and its adequacy

The Board of your Company has laid down internal financial controls which comply withthe provisions of the Companies Act 2013 and Listing Regulation with Stock Exchange andthat such internal financial controls are adequate and operating effectively. Your Companyhas adopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

Corporate Governance

The Company is committed to good corporate governance in line with the SEBI (LODR)Regulations 2015 and Provisions Rules and Regulations of the Companies Act 2013. TheCompany is in compliance with the provisions on corporate governance specified in theListing Agreement with BSE. A certificate of compliance from M/s. R. Pugalia & Co.Chartered Accountants and the report on Corporate Governance form part of this Directors'Report.

Vigil Mechanism

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims at conducting the affairs of the company in a fair and transparent manner by adoptinghighest standards of professionalism honesty integrity and ethical behavior. Allpermanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the audit committee inexceptional cases.

Secretarial Auditor Report

As per the provisions of Section 204 of the Companies Act 2013 the Board of Directorshave appointed M/s.RBM & Associates Company Secretaries as Secretarial Auditors toconduct Secretarial audit of the company for the Financial year ended on March 312019.

Secretarial Audit Report issued by RBM & Associates Company Secretaries in formMR-3 is enclosed as Annexure - III to this Annual Report.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure - IV to this Annual Report.

There are no employees whose particulars need to be furnished pursuant to Rule 5(2) TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

1. The Company has set internal control systems to maintain accurate and completeaccounting records to safeguard its assets to prevent and detect any frauds and errors.

2. The Company has appointed Internal Auditors to observe the Internal Controlswhether the workflow of organization is being done through the approved policies of theCompany. In every Quarter during the approval of Financial Statements Internal Auditorswill present the Internal Audit Report and Management Comments on the Internal Auditobservations; and

3. The Board of Directors of the Company have adopted various policies like RelatedParty Transactions Policy Fixed Assets Policy Whistle Blower Policy Policy to determineMaterial Subsidiaries and such other procedures for ensuring the orderly and efficientconduct of its business for safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

Change in the nature of business

Pursuant to the sale of the business and assets of the Company the Board of Directorsof the Company is exploring opportunities in diversified areas of business like puttingup a modern Bioorganic Jaggery manufacturing plant in the state of Telangana. Besides theCompany is also planning to venture in to import/export of raw-sugar and white sugardepending upon the opportunities public policies from time to time.

The details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

As disclosed in the Directors' Report in the Balance Sheet for the previous FinancialYear ended March 312018 a few legal cases which were filed by Mr. Ch. Krishna Murthyagainst the Company and by the Company against him though not significant and would inany manner impact the going concern status and the Company's operations in future arepending at various stages before the respective Courts/Tribunals.

The details of the cases filed:

S.No. Case No. Status of case
i. against the Company
1 OS 821/2014 The Suit filed by Mr. Ch. Krishna Murthy and Sri Venkateshwara Sugar Industries Private Limited against Mr. Vinod Baid and the Company before the II Additional Chief Judge City Civil Court Hyderabad along with Interim Application IA No. 2074 by 2014) seeking injunction on the Postal Ballot conducted by the Company for sale/transfer of the Company's Sugar business and other consequntial acts relating to the postal ballot. While the IA 2074 was disposed off in favor of the Company the Main Suit is presently pending disposal before the Hon'ble Court.
2 OP 2956/2014 Mr. Ch. Krishna Murthy filed a petition u/s 9 of Arbitration Act before the XXV Additional Chief Judge City Civil Court Hyderabad seeking direction from the Hon'ble Court to appoint a Receiver/Auditor to protect his alleged investment in the Company. The matter is pending before the Hon'ble Court.
3. CP 184/241/ Mr. Ch. Krishna Murthy filed a Company Petition against the Company and the Directors of the Company before the National Company Law Tribunal Hyderabad for multiple interim reliefs relating to the operations of the Company and the transfer of assets of the Company executed in favor of Natems Sugar Private Limited. Pursuant to the Hon'ble Supreme Court's Order the Company has filed its counter and the matter is pending adjudication before the Tribunal as on date.
ii. by the Company
1 OS 384/2013 The Company had filed a Suit against Mr. Ch. Krishna Murthy and six Additional Directors illegally inducted on the Board of the Company by Mr. Ch. Krishna Murthy seeking a direction from the Hon'ble Court to restrain the Respondents from claiming to be the Directors of the Company and also illegally representing the Company. The matter is pending before the Hon'ble Court.
2 OS 4715/2015 The Company has filed the said Suit against Teja Charities Tirupati in which Mr. Ch. Krishna Murthy is interested before the Hon'ble Chief Judge City Civil Court Hyderabad seeking decree for a sum of Rs.1.00 crore being the loan given by the Company to Teja Charities along with interest. The Hon'ble Court was pleased to issue decree in favour of the Company.
3WP 23442/2015 The Company filed the said WP against IFCI and Sri Venkateshwara Sugar Industries Private Limited before the Hon'ble High Court of Judicature at Hyderabad seeking direction to IFCI to release the original Title documents of the Company in terms of IFCI's letter of settlement of dues cleared by Sri Venkateshwara Sugar Industries Private Limited as the Assignee of the said debt. The case is presently pending before the Hon'ble Court.
4.WP22515/2015 The Company filed Writ Petition No. 22515/2015 against the Registrar of Companies Hyderabad before the Hon'ble High Court of Judicature at Hyderabad seeking direction to the RoC to demark the Company “as having management dispute” as it was arbitrary and illegal and against natural justice. The said Petition has been heard by the Hon'ble Court and the Orders are reserved as on date.

Material changes and commitments affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of theCompany during the year.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

During the financial year ended March 312019 the Company has not received anyComplaints pertaining to Sexual Harassment.

Policies

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. The policies are reviewed periodically by the Board and updatedbased on need and new compliance requirement.

i. Whistleblower Policy (Policy on vigil mechanism)

The Company has adopted the whistleblower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's code of conduct and ethics. There has been no change to the Whistleblower Policyadopted by the Company during fiscal 2019.

ii. Policy for Determining Materiality for Disclosures

This policy applies to disclosures of material events affecting PSCL. This policy is inaddition to the Company's corporate policy statement on investor relations which dealswith the dissemination of unpublished price-sensitive information.

iii. Policy on Document Retention

The policy deals with the retention and preservation of corporate records of theCompany. Human Resources

The company believes that the quality of its employees is the key to its success in thelong run and is committed to provide necessary human resource development and trainingopportunity to equip them with skills which would enable them to adapt contemporarytechnological advances. Acknowledgement

The Directors take this opportunity to place on record their sincere thanks to theBanks and Financial Institutions Insurance Companies Central and State GovernmentDepartments and the shareholders for their support and co-operation extended to theCompany from time to time. Directors are pleased to record their appreciation of thesincere and dedicated services of the employees and workmen at all levels.

On behalf of the Board of Directors for Prudential Sugar Corporation Limited

K. Subba Rao Y. Ravinder Reddy
Place : Hyderabad Whole Time Director Director
Date : 26.08.2019 (DIN 02552019) (DIN 00011040)