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S & S Power Switchgear Ltd.

BSE: 517273 Sector: Engineering
NSE: S&SPOWER ISIN Code: INE902B01017
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VOLUME 2000
52-Week high 37.95
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P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
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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 inpresenting their 44th Annual Report of S&S Power Switchgear Limited(‘S&S POWER?) or ‘the Company? together with the Audited FinancialStatements for the year ended March 31 2022

In line with the requirements of the Companies Act 2013 ("theAct") and the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("the SEBI Regulations") this reportcovers the Audited Financial results and other developments during the financial year fromApril 1 2021 to March 31 2022 in respect of Consolidated Performance comprising ofS&S Power its subsidiaries in India and overseas. The Consolidated entity has beenreferred to as ‘S&S Group? or ‘the Group? in this report.

1. FINANCIAL RESULTS – AN OVERVIEW

Your Company?s financial performance for the year ended March 312022 is summarized hereunder:

CONSOLIDATED

STANDALONE

PARTICULARS Year Ended 31-03-2022 Year Ended 31-03-2021 Year Ended 31-03-2022 Year Ended 31-03-2021
Revenue from operations 11046.26 13156.64 201.89 200.77
Other income 105.63 170.83 191.92 203.53
Total revenue 11151.89 13327.47 393.81 404.30
Expenses 12695.59 13498.84 488.18 514.39
Profit/ (Loss) before exceptional items and tax (1543.70) (171.37) (94.37) (110.09)
Less: Exceptional items - - - -
Profit/ (Loss) before tax (1543.70) (171.37) (94.37) (110.09)
Tax Expense (6.63) 17.67 1.71 0.33
Profit/ (Loss) for the Year (1550.33) (153.70) (96.08) (109.76)
Other comprehensive income net of income tax 545.36 (67.93) (4.22) 17.38
Total comprehensive income for the Year (1004.97) (221.63) (100.30) (92.38)
Earnings per share ( ) (25.01) (2.48) (1.55) (1.77)

 

Details 2021-22 2020-21
Indian Operations:
Revenue from Operations 3220.73 4417.47
Operating Profit (1257.13) (228.89)
Exceptional Items - -
Other Comprehensive Income (OCI) (25.72) 106.37
Net profit (1289.49) (104.85)
UK Operations:
Revenue from Operations 7825.52 8739.17
Operating Profit (286.57) 57.52
Exceptional Items - -
Other Comprehensive Income (OCI) 571.08 (174.30)
Net profit 284.51 (116.78)
Consolidated:
Revenue from Operations 11046.25 13156.64
Operating Profit (1543.70) (171.37)
Exceptional Items - -
Other Comprehensive Income (OCI) 545.36 (67.93)
Net profit (1004.97) (221.63)

2. RESULTS OF OPERATIONS

Your Company has registered consolidated revenue of 11151.89 Lakhs forthe financial year ended March 31 2022 as against 13327.47 Lakhs for the year endedMarch 31 2021. The Total consolidated Earnings / (Loss) before depreciation financecosts and taxation is 1543.66 Lakhs for the financial year ended March 31 2022 asagainst 517.80 Lakhs for the year ended March 31 2021. A Consolidated Loss is (153.70)Lakhs for the year ended March 31 2022 as against loss of (1550.33) Lakhs for the yearended March 31 2021.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in nature of business of the Company during theyear.

4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THEFINANCIAL POSITION OF THE COMPANY WHICH

HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and/or commitments between the end ofthe year under review and the date of this report which could have had an impact on theCompany?s operation in the future or its status as a going concern. There are nosignificant or material orders passed by the Regulators /Courts/ Tribunals during theyear under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and analysis report which inter-alia coversthe Company and its Group?s financial and operational performance Industry trendsUpdate on Macro Economic Indicators Risks and Concerns Internal control systems andtheir adequacy Outlook and other material changes prepared in compliance of Regulation 34of the SEBI Regulations forms part of the annual report is annexed to this report.

6. SHARE CAPITAL

During the year under review there was no change in the Share capitalstructure and the paid-up capital of the Company is 620 Lakhs as on 31st March 2022.Further the Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividendvoting or otherwise;

b. Issue of Shares (including Sweat Equity Shares and ESOS) toemployees of the Company under any scheme;

c. Provision of money for purchase of its own shares by employees or bytrustees for the benefit of employees

7. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

(a) A list of companies which are subsidiaries/ associate to yourCompany is provided in Form AOC-1 is attached as

Annexure I.

(b) Your Company continues to have 3 Subsidiaries in India and 2overseas Subsidiaries and there were no changes in the status of the subsidiaries duringthe year under review.

(c) A Statement containing salient features of financial statements ofsubsidiaries pursuant to Section 129 of the Act read with Rule 5 of the Companies(Accounts) Rules 2014 is annexed to this report in the prescribed Form AOC-1.

8. APPROPRIATIONS (a) Reserves

The Reserves at the end of the year 31st March 2022 is at 488.93 Lakhsas against the Total Reserves of 589.18 Lakhs as at 31st March 2021.

(b) Dividend

Given the uncertain economic outlook and to continue liquidity foroperations the Board has not proposed any payment of dividend to the Shareholders for theyear under review.

9. FINANCIAL STATEMENTS

The Standalone and Consolidated Financial Statements for the year ended31st March 2022 have been prepared under IND AS (Indian Accounting Standards) by theCompany.

In accordance with Section 136 of the Act 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.

10. DEPOSITS

During the year under review your Company has not invited or acceptedany deposits from public as per Section 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report the Company has Six (6) Directorsconsisting of Four Independent Directors One Managing Director and One Non-ExecutiveDirectors.

During the year under report and till date of this report.

Mr. Arjun Soota (DIN: 08281046) resigned as Non-ExecutiveNon-Independent Director with effect from 31st July 2022 due to personal and professionalreasons.

Your directors express their appreciation of the contributions made byMr. Arjun Soota during his tenure as Director.

A. Disqualification of Directors: None of the directors aredisqualified

B. Appointment/ Reappointments / Resignation from the Board ofDirectors

During the year under review there were no appointments andre-appointments in the Board of Directors of the company

The Nomination and Remuneration Committee and the Board haverecommended the reappointment of Mrs. Gayathri Sundaram as Independent Director for aperiod of 05 (five) consecutive years with effect from 07th December 2022 to 06th December2027 and Mr. Ashok Kumar Vishwakarma as Managing director of the Company for a period of 3years from 09th November 2022 to 08th November 2025 in the ensuing Annual General Meeting.

C. Declaration by Independent Director

All Independent Directors have submitted declarations that they meetthe criteria of Independence as laid down under Section 149(6) of the Act and the SEBIRegulations.

D. Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 your Company has complied with the requirement of having at least one Woman Directoron the Board of the Company. Mrs. Gayathri Sundaram is an Independent and Women Directorof the Company.

E. Changes in Key Managerial Person

During the year under review there were no changes in the position ofKey Managerial Personnel of the company.

F. RETIREMENT BY ROTATION

Mr. Ashish Sushil Jalan (DIN: 00031311) Non-Executive Director of theCompany retires by rotation at the ensuing 44th Annual General Meeting and being eligibleoffers himself for re-appointment. Board recommends his re-appointment as a director forthe approval of members.

Further the brief profiles of the Director being recommended forre-appointment is given in the Notice of 44th Annual General Meeting being sent to theshareholders along with the Annual Report.

12. BOARD MEETINGS

During the year 5 (Five) meetings of the Board of Directors were held.The detailed Agenda and Notice for the Meetings was prepared and circulated in advance tothe Directors within the prescribed time. The details of the meetings are furnished in theCorporate Governance Report. Furthermore the intervening gap between the Meetings waswithin the period prescribed under Section 173(1) of the Act.

13. COMMITTEES OF THE BOARD

I. AUDIT COMMITTEE

As per the requirements of Section 177 of the Companies Act 2013Regulation 18 of SEBI LODR an Audit Committee has been constituted. The compositionquorum scope etc. of the Audit Committee are in line with the Companies Act 2013 andSEBI LODR. The audit committee has met and reviewed the financial statements for thefinancial year ended 31.03.2022 and has not given any adverse observations. The details ofthe meetings are furnished in the Corporate Governance Report.

Composition As on 31st March 2022 the Audit Committee comprised thefollowing members: -

Sr. No. NAME OF THE DIRECTOR DESIGNATION
1 NANDAKUMAR SUNDARRAMAN CHAIRMAN
2 DEEPAK JUGAL KISHORE CHOWDHARY MEMBER
3 GAYATHRI SUNDARAM MEMBER
4 ASHISH SUSHIL JALAN MEMBER

II. NOMINATION AND REMUNERATION COMMITTEE

As per the requirements of Section 178 of the Companies Act 2013Regulation 19 of SEBI LODR a Nomination & Remuneration Committee has been constituted.The composition quorum scope etc. of the Committee are in line with the Companies Act2013 and SEBI LODR. The details of the meetings are furnished in the Corporate GovernanceReport.

Composition As on 31st March 2022 the Nomination and RemunerationCommittee comprised the following members: -

Sr. No. NAME OF THE DIRECTOR DESIGNATION
1 NANDAKUMAR SUNDARRAMAN CHAIRMAN
2 DEEPAK JUGAL KISHORE CHOWDHARY MEMBER
3 GAYATHRI SUNDARAM MEMBER
4 ASHISH SUSHIL JALAN MEMBER

REMUNERATION POLICY

In adherence of section 178(1) of the Companies Act 2013 the Board ofDirectors of the Company has framed a policy on directors? appointment andremuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided u/s 178(3) based on therecommendations of the Nomination and Remuneration Committee. The broad parameters coveredunder the Policy are – Company Philosophy Guiding Principles Nomination ofDirectors Remuneration of Directors Nomination and Remuneration of the Key ManagerialPersonnel (Other than Managing/ Whole-time Directors) Key Executives and SeniorManagement and the Remuneration of Other Employees.

III. STAKEHOLDERS? RELATIONSHIP COMMITTEE

This Committee considers and resolves the grievances of securityholders of the Company inter-alia including grievances related to the transfer of sharesnon-receipt of Annual Report non-receipt of dividends etc. The Committee also reviewsmeasures taken for the effective exercise of voting rights by shareholders adherence tothe service standards adopted by the listed entity in respect of various services beingrendered by the Registrar & Share Transfer Agent and ensuring timely receipt ofannual reports by the shareholders of the company.

The composition as on 31st March 2022 the Stakeholders?Relationship Committee comprised the following members: -

Sr. No. NAME OF THE DIRECTOR DESIGNATION
1 NANDAKUMAR SUNDARRAMAN CHAIRMAN
2 ASHOK KUMAR VISWAKARMA MEMBER
3 GAYATHRI SUNDARAM MEMBER
4 ASHISH SUSHIL JALAN MEMBER

14. EVALUATION OF BOARD COMMITTEES OF DIRECTORS

Your Company has devised a Policy for the performance evaluation ofIndependent Directors Board Committees and other individual Directors which includescriteria for the performance evaluation of non-executive directors. Pursuant to provisionsof the Companies Act and the SEBI Regulations the Board has carried out an annualevaluation of its own performance the Directors individually as well as the performanceof Board committees and of the Independent Directors (without the participation of therelevant Director).

Further Independent Directors at their meeting without theparticipation of the Non-Independent Directors and Management considered/ evaluated theBoard?s performance (as a whole) the Performance of the Chairman and otherNon-Independent Directors. A statement indicating the manner in which formal annualevaluation has been made by the

Board of its own performance and that of its committees and individualdirectors is specified in the Nomination and Remuneration Policy.

15. KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnelof the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rulesframed thereunder:

? Mr. Ashok Kumar Vishwakarma Managing Director

? Mr. Gokulananda Sahu Chief Financial Officer Company Secretaryand Compliance Officer

16. POLICIES

? VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has set up Vigil Mechanism viz. Whistle Blower Policy toenable the employees and Directors to report genuine concerns unethical behavior 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 availableat the Company?s website (www.sspower.com).

No concerns or irregularities have been reported during the period. TheCompany hereby affirms that no Director/employee has been denied an access to the Chairmanof the Audit Committee and that no complaints were received during the year.

? RISK MANAGEMENT POLICY

The Company has already in place an integrated risk management approachthrough which it reviews and assesses significant risks on a regular basis to ensure thata robust system of risk controls and mitigation is in place. Through risk managementapproach the Company ensures that risk to the continued existence as a going concern andto its development are identified and addressed on a timely basis.

The Company has been addressing various risks impacting the Companywhich is provided elsewhere in this Annual Report in Management Discussion and AnalysisReport.

? POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Board has on the recommendation of the Nomination &Remuneration Committee formulated criteria for determining Qualifications PositiveAttributes and Independence of Directors Key Managerial Personnel and senior management.The details of criteria laid down and the Remuneration Policy are given in the CorporateGovernance Report.

? DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has in place policy of prevention prohibition andRedressal of Sexual Harassment for women at the Workplace in accordance with therequirements of the Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013. It ensures prevention and deterrence of acts of sexual harassmentand communicates procedures for their resolution and settlement. All women employees arecovered under this policy. There were no cases/ complaints reported in this regard duringthe year under review.

17. DIRECTORS? RESPONSIBILITY STATEMENT:

In compliance with Section 134(5) of the Act your directors based oninformation made available to them confirm the following:

a. that in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

b. that the directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at March 312022.

c. that the directors have 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; d. that the directors have prepared the annual accounts on a goingconcern basis;

e. that the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively;

f. that the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.

18. EXTRACT OF ANNUAL RETURN:

A copy of Annual Return (Form MGT-7) of the Company has been placed onthe website of the Company www.sspower.com

19. AUDITORS:

I. Statutory Auditors

M/s. CNK & Associates LLP Chartered Accountants Mumbai (ICAI FirmRegistration No: 101961W/ W-100036) the statutory auditors of the company has beenappointed as Statutory auditors of the Company for a period of 5 (five) years is gettingcompleted on the ensuing 44th Annual general meeting and is eligible to be re-appointedfor another term of 5 (five) consecutive years (i.e. From Financial Year 2022-23 to2026-27). The Board of Directors in its meeting held on 13th August 2022 hasrecommended the re-appointment of M/s CNK & Associates LLP Chartered Accountants asthe statutory auditors of the company for the second term of five consecutive years fromthe conclusion of the ensuing 44th Annual General meeting scheduled to be held in the year2022 till the conclusion of the 49th Annual General Meeting to be held in the year 2027for the approval of shareholders of the company based on the recommendation of the Auditcommittee.

Auditor?s Report:

No qualifications adverse remarks or disclaimers were made by theStatutory Auditors with regard to the financial statements for the financial year2021-2022.

The Statutory Auditors of the Company have not reported any fraud asspecified under Section 143(12) of the Companies Act 2013. There have been no instancesof fraud reported by the above-mentioned Auditors under Section 143(12) of the Act andRules framed thereunder either to the Company or to the Central Government during FY2021-2022.

II. Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 the Company hasappointed M/s. BP & Associates a firm of Company Secretaries in practice toundertake the Secretarial audit of the Company for the year ending March 31 2022 theSecretarial Audit Report is given in Annexure II to this Report.

The Secretarial Auditors for the financial year ended 31st March 2022contains qualifications and clarifications by the Board as follows

OBSERVATIONS MANAGEMENT REPLY
Regulation 33 of SEBI (LODR) 2015 The Company has paid the fine of Rs.10000/- levied by the Stock Exchanges.
The Company has filed a financial statement with the stock exchanges for the period ended 31st March 2022 with one day delay The Board of Directors has ensured that it will take strong action on the points which has led to delay in submission and shall comply with the provisions within due time in the future.

III. Internal Auditors

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 ofThe Companies (Accounts) Rules 2014 and all other applicable provisions (including anyamendment thereto) if any of the Companies Act 2013 M/s. DURV & Associates LLPChartered Accountants Chennai was appointed as the Internal Auditors of the Company forthe Financial Year 2021-

20. CORPORATE GOVERNANCE

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

Your Company is committed to observing good corporate governancepractices in letter and spirit. Your Board of Directors has taken all necessary steps toensure compliance with the Corporate Governance guidelines as laid out in the SEBIRegulations 2015. All the Directors and Key Management Personnel of the Company haveaffirmed in writing their compliance with and adherence to the ‘Code of Ethics forBoard of Directors and Senior Executives adopted by the Company.

The Annual report of the Company contains a certificate by the ManagingDirector in terms of the SEBI Regulations on the compliance declarations received from theDirectors and the Senior Management Personnel.

The Secretarial Auditors of the Company have examined the requirementsof Corporate Governance with reference to SEBI Listing Regulations and have certified thecompliance as required under SEBI Listing Regulations. The Certificate in this regard isattached as Annexure in this report.

Your Company had duly complied with the requirements regardingCorporate Governance as stipulated under Regulation 24 of the SEBI Regulations.

Further as required under Regulation 17(8) of the SEBI Regulations acertificate from the Managing Director and Chief Financial Officer of the Company withregard to the financial statements and other matters is being annexed with this Report asAnnexure III

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

(A) Conservation of Energy

? The Company ensures that the manufacturing operations areconducted in the manner whereby optimum utilization and maximum possible savings of energyis achieved.

? The Company is also making continuous efforts for utilizingalternate sources of energy.

? The Company has launched formal management system implementationon environment health safety.

? It will bring significant focus on sustainable development andenergy conservation.

(B) Technology Absorption & Product Innovation

? Company?s products are manufactured by using in-house knowhowtechnology and no outside technology is being used for manufacturing activities.

? Company operates in a very competitive environment regular valueengineering and adoption of new efficient material and manufacturing technology is a keyto stay at the forefront of the cost competitiveness.

(C) Foreign Exchange Earnings and Outgo:

i. Total Foreign exchange earned in terms of actual inflows during theFinancial Year – Nil ii. Total Foreign exchange earned in terms of actual outgoduring the Financial Yea – Nil

22. INTERNAL FINANCIAL CONTROLS:

The Company has well defined and adequate internal financial controlsystem over financial reporting commensurate with the size scale and complexity of itsoperations to ensure that all the assets of the Company are safeguarded and protectedagainst any loss and that all the transactions are properly authorized and recorded. Theinternal financial controls are adequate and are operating effectively so as to ensureorderly and efficient conduct of business operations.

Internal Financial controls help the Board to monitor the state ofcontrols in key business processes. The organization is appropriately staffed withqualified and experienced personnel for implementing and monitoring the internal controlenvironment.

The Internal Auditors evaluate the effectiveness and adequacy ofinternal controls and compliance with operating systems policies and procedures of theCompany and recommend improvements if any. Significant audit observations and thecorrective/ preventive action taken or proposed to be taken by the process owners arepresented to the Audit Committee. The Scope of Internal Audit is annually determined bythe Audit Committee considering the inputs from the management and statutory auditors.

The capital expenditure of the Company as well as its Group ismonitored and controlled with reference to approved budgets. The Audit Committee reviewsthe overall functioning of Internal Audit on a periodical basis.

The details in respect of internal financial control and their adequacyare included in the auditors? report which forms an integral part of this report.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act relating toCorporate Social Responsibility and related rules are not applicable to the Company.

24. SHIFTING AND SALE OF ASSETS LOCATED IN PUDUCHERRY

The branch office of S&S POWER SWITCHEAR EQUIPMENT LIMITED whollysubsidiary of the Company was operating at Door.4 EVR Street Sedarapet VillageVillianur Commune Panchayat Puducherry 605111 has been shifted to CMDA Industrial AreaChithamanur Maraimalai Nagar Tamil Nadu – 603209.

In continuation to the shifting of branch office of S&S POWERSWITCHEAR EQUIPMENT LIMITED the management has decided to sell the freehold Land andBuildings located at Door.4 EVR Street Sedarapet Village Villianur Commune PanchayatPuducherry 605111.

25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of Companies Act 2013 disclosure onparticulars relating to loans advances guarantees and investments are provided as partof the financial statements.

26. RELATED PARTY TRANSACTIONS:

All the related party transactions entered during the year were on anarm?s length basis and in the ordinary course of business. All the related partytransactions affected during the year are disclosed in the notes to the FinancialStatements.

There were no materially significant related party transactions i.e.transactions exceeding 10% 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. Details of related party transactions are annexed tothis report in the prescribed Form AOC-2 as Annexure IV. Also none of the Directors orthe Key Managerial Personnel of the Company has any pecuniary relationships ortransactions visa-vis the company.

27. INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

It is firmly believed that employees of the Company and its group arethe most valuable assets and key players in business success and sustained growth. TheCompany constantly strives to enhance the level of employee engagement and to ensurehealthy career growth for employees at all levels. A diverse pool of lateral talent hasbeen hired to enhance bench strength. This includes professional experts with excellentacademic credentials and a professional track record.

The Company continued to conduct various employee benefit recreationaland team-building programs to enhance employee skills and motivation as also to fosterteam spirit. The Company has also conducted in-house training programs to developleadership as well as technical/functional capabilities of its employees in order to meetfuture talent requirements. Industrial relations were cordial throughout the year. TheCompany has also identified a pool of the best human resources who are being groomed forfuture leadership roles. Structured safety programs were organized emphasizing the safetyof people during the year under review. We affirm that the remuneration paid during theperiod under review is as per the Remuneration Policy of the company.

28. MANAGERIAL REMUNERATION

During the year under review no employees whether employed for thewhole or part of the year was drawing remuneration exceeding the limits as laid down u/sSection 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Hence the details required under Section 197(12) are not required to begiven. Particulars of employees as required in terms of the provisions of Section 197 ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 are set out in Annexure V

29. LISTING OF SHARES

The Trading of shares of the Company has been suspended temporarily onaccount of GSM (Graded Surveillance Measure) in Both BSE and NSE. Our company is takingadequate steps by means of consolidating the operations at a single location. This wouldhelp the organization to ensure early revocation of this temporary suspension in theEquity Shares of the Company listed at BSE and NSE.

The shares of your Company are listed at National Stock ExchangeLimited and Bombay Stock Exchange Limited.

30. DEMATERIALIZATION OF SHARES

As on March 31 2022 4881094 equity shares representing 78.73 % ofthe total equity share capital of the Company were held in dematerialized form withNational Securities Depository Limited (66.82%) and Central Depository Services (India)Limited (11.91%).

The shareholders can avail of the facility provided by NSDL and CDSL todematerialize their shares issued by the Institute of Company Secretaries of India (ICSI).

Shareholders are requested to convert their physical holdings intodematerialized forms to derive the benefits of holding the shares in electronic form.

31. COST AUDITOR

Provision of Cost Audit is not applicable to the Company.

32. REPORTING OF FRAUDS

There was no instance fraud during the year under review whichrequired the Statutory Auditors to report to the Audit Committee and/ or Board underSection 143 (12) of the Act and Rules framed thereunder.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year the Company has complied with all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

34. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS.

There have been no significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and Company?soperations.

35. PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct for prevention of"Insider Trading" as mandated by the SEBI and same is available on the websiteof the Company (www.sspower.com).

Your Company?s Audit Committee monitors implementation of saidPolicy.

36. CODE OF CONDUCT

Your Company has laid down a Code of Conduct Policy which can beaccessed on the Company?s website (www.sspower.com).

37. 44th ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

As per Ministry of Corporate Affairs Circular Nos. 14/2020 dated April082020 17/2020 dated 13th April2020 20/2020 dated May 052020 02/2021 dated January132021 21/2021 dated 14 December 2021 17/57/2021-CL-MCA dated May

052022 regarding Pandemic and relaxations (e.g VC no physical report)thereon your Company made arrangement to conduct 44th AGM through Video Conference /Other Audio Visual Means for which necessary information has been given separately inNotice of 44th AGM. Also your Company will be complying with said Circulars by sending44th Annual Report along with Annexures by way of e-mail to the shareholders as such nophysical copies shall be distributed. Those Shareholders whose email IDs are notregistered have to register their email ID with Registrar & Share Transfer Agent(RTA) of the Company.

38. FINES LEVIED BY THE STOCK EXCHANGE

For Non-Compliance with the Provision of Regulation 33 of SEBI (LODR)Regulation 2015.

An amount of Rs. 10000/- was paid by the company for the delay infiling Audited Financial results for the year ended 31st March 2022. There was a delay ofone day and the company has paid a fine of Rs. 10000/- to both the Bombay Stock Exchange(BSE) and the National Stock Exchange of India (NSE).

This was due to unavoidable circumstances and Company has taken stepsto avoid this kind of non-compliance in the future.

39. GRATITUDE & ACKNOWLEDGEMENTS:

Your Directors place on record their sincere & high appreciationfor the unflinching commitment dedication hard work and valuable contribution made bythe employees of the company and its subsidiaries for sustained growth of group as awhole. 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.

For and on behalf of the Board of Directors

Ashish Sushil Jalan

Chairman
DIN: 00031311
Place: Maraimalai Nagar
Date: 5th September 2022

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