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S & S Power Switchgear Ltd.

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

Company director report

Dear Shareholders

Your Board of Directors ('Board') have pleasure in presenting their Fortieth (40th)Annual Report on the business and operations of S&S Power Switchgear Limited('S&SPOWER') or 'the Company' together with the Audited Financial Statements for theyear ended March 31 2018 ('the year under review').

In line with the requirements of the Companies Act 2013 ("the Act") and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("the SEBI Regulations") this report covers the AuditedFinancial results and other developments during the financial year from April 1 2017to March 31 2018 in respect of S&S POWER and S&S POWER ConsolidatedPerformance comprising of S&S Power its subsidiaries and its associates in India andoverseas. The Consolidated entity has been referred to as 'S&S Group' or 'theGroup' in this report.


Your Company's financial performance for the year ended March 31 2018 is summarizedhereunder:

(Rs. in Lakhs)
Consolidated Standalone
Particulars Year ended March 31 2018 Year ended March 31 2017 Year ended March 31 2018 Year ended March 31 2017
Net Revenue from Operations 10341.36 8975.65 70.36 41.31
Earnings before Depreciation Finance Costs and Taxation 801.42 330.15 9.41 (33.05)
Finance Expenses 274.65 243.57 87.38 61.87
Depreciation and Amortization Expenses 63.52 68.36 14.76 14.51
Profit / (Loss) Before Tax and OCI 463.25 18.22 (92.73) (109.43)
Other Comprehensive Income (4.50) (469.04) 7.29 (3.91)
Profit/Loss Before Tax 458.75 (450.82) (85.44) (113.34)
Tax Expense 53.01 11.82 (11.37) 7.17
Amount transferred to General Reserve - - - -
Profit / (Loss) after Tax 405.74 (439.01) (96.81) (106.18)


Consolidated Performance

Your Company has registered consolidated revenue for the financial year ended March 312018 at Rs. 10341 Lakhs as against Rs. 8975 Lakhs for the year ended March31 2017.

Financial numbers relating to year ended March 2017 are not comparable with year endedMarch 2018 as line by line consolidation has not been carried out for the year 2016-17 forone of its joint venture viz S&S Power Switchgear Equipment Limited and also for ninemonths ended December 2017. However subsequent to acquisition of the business by theparent Company line by line consolidation has been carried out for the last quarter ended31st March 2018.

The year ended 31st March 2018 does not take into account Revenue from operationsrelating to the said Joint Venture amounting to Rs. 2450 Lakhs and year ended 31stMarch 2017 does not take into Account revenue from operations amounting to Rs. 3240Lakhs.

The Total consolidated Earnings before depreciation finance costs and taxation forthe financial year ended March 31 2018 is Rs. 801 Lakhs as against Rs.330 Lakhs for the year ended March 31 2017.

Consolidated Profit for the year ended March 31 2018 is Rs. 405 Lakhs whichdoes not include a Profit of Rs. 78 Lakhs relating to the above said Joint Ventureas against Loss after Tax of Rs. 439 Lakhs for the year ended March 312017 which does not include a profit of Rs. 48 Lakhs in respect of theabove said Joint Venture.


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


There were no material changes and/or commitments between the end of the year underreview and the date of this report which could have had an impact on the Company'soperation in the future or its status as a going concern. There are no significant ormaterial orders passed by the Regulators / Courts/ Tribunals during the year underreview.


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


During the year under review there was no change in the Share capital structure andthe paid-up capital of the Company as on March 31 2018 stood at Rs. 620 Lakhs.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 dividend voting or otherwise;

b. Issue of Shares (including Sweat Equity Shares and ESOS) to employees of the Companyunder any scheme;

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


a. A list of companies which are subsidiaries/associate to your Company is providedForm AOC-1 as "Annexure A";

b. Your Company continues to have 3 Subsidiaries in India and 2 overseas Subsidiariesand S&S Power Switchgear Equipment Ltd has become a wholly owned subsidiary after theCompany acquired the 49% shareholding of M/s Coelme Costruzioni Elettromeccanihe S.p.A.Apart from the above acquisition there was no changes in the subsidiaries during the yearunder review.

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


(a) Reserves

Your Directors have not proposed to transfer any amount to reserves for the year underreview.

(b) Dividend

Your Directors have not proposed any payment of dividend to the Shareholders for theyear under review.


The Standalone and Consolidated Financial Statements for the year ended 31st March2018 have been prepared under IND AS (Indian Accounting Standards) for the first time bythe Company. To ensure comparative figures the financial statements for the year ended31st March 2017 have been restated in accordance with IND AS.

Further the Board the meeting held on 29th May 2018 approved the Audited FinancialStatements for the year ended 31st March 2018. For details refer Notes to Accountsforming part of this Annual report. In accordance with Section 136 of the Act the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each subsidiary are also available onthe Company's website:


During the year under review your Company has not accepted or renewed any depositsfrom public and there were no outstanding deposits within the purview of the provisions ofSection 73 and 74 of the Act read with Companies (Acceptance of Deposits) Rules 2014.


??There was no change in the constitution of Board of directors of the Company duringthe year under review except for appointment of Mr. Peter John Woolrich as a Non-ExecutiveDirector on August 29 2017.

??All Independent Directors have submitted declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Act and the SEBI Regulations.

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

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

??The Board of Directors at their meeting held on June 5 2017 appointment Mr. PeterJohn Woolrich as Additional Director of the Company and subsequently regularized in theAnnual General Meeting held on August 29 2017. He as been appointed as the Non-Executiveand Non -Independent Director of the Company. The Board of Directors at their meeting heldon December 7 2017 appoint Mr. C. Abhilash as Company Secretary & Compliance Officerof the Company in place of Mr. D. Sadasivam who resigned from his Office on September 292017. The Board of Directors took on record the resignation of Mr. D. Sadasivam and placedon record its appreciation of the valuable contribution made by him during his tenure.


? Pursuant to Article 26 of the Articles of Association of the Company and inaccordance with the Act Mr. Peter John Woolrich (DIN:07808275) Non-Executive Director ofthe Company retires by rotation at the ensuing Annual General Meeting and is eligible forre-appointment. Board recommends his re-appointment as a Director for approval of members

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


During the year 6 (Six) meetings of the Board of Directors were convened and held. Thedetails of the meetings are furnished in the Corporate Governance Report. Furthermore theintervening gap between the Meetings was within the period prescribed under Section 173(1)of the Act.


Pursuant to provisions of the Act and the SEBI Regulations the Board has carried outan annual evaluation of its own performance the Directors individually as well as theperformance of Board committees and of the Independent Directors(without participation ofthe relevant Director).

Further Independent Directors at their meeting without the participation of theNon-Independent Directors and Management considered/ evaluated the Board's performance (asa whole) Performance of the Chairman and other Non-Independent Directors

Independent Directors at a separate meeting evaluated performance of theNon-Independent Directors Board as a whole and of the Chairman of the Board

The criteria for performance evaluation have been detailed in the Corporate GovernanceReport.


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

? Mr. Ashok Kumar Vishwakarma Managing Director ; ? Mr. C. Abilash Company Secretary& Compliance Officer; ? Mr. A. Mahesh Chief Financial Officer (CFO)



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

No concerns or irregularities have been reported during the period. The Company herebyaffirms that no Director/employee has been denied an access to the Chairman of the AuditCommittee and that no complaints were received during the year.


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


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


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


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

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

(b) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2018 andof the PROFIT of the Company for that period;

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

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

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

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


Pursuant to provisions of Section 92(3) of the Act and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in Form MGT-9 isenclosed herewith and forms part of the report. (REFER ANNEXURE-C – EXTRACT OF ANNUALRETURN)



The Company auditors M/s C N K & Associates LLP Chartered Accountants Mumbai(ICAI Firm Registration No: 101961W/ W-100036)have been appointed for a period of 5 yearsfrom the 39th AGM. Pursuant to provisions of Section 139(1) of the Companies Act 2013read with the Companies (Audit and Auditors) Rules 2014 the appointment of C N K &Associates LLP as auditors of the Company for a period of 5 years.

There are no qualifications in this Report.


Pursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014 the Company has appointed M/s BP& Associates a firm of Company Secretaries in practice to undertake the SecretarialAudit of the Company. The Report of the Secretarial Auditor for the year 2017-18 isannexed to the Board's report as "Annexure E".


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

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

The Annual report of the Company contains a certificate by the Managing Director interms of the SEBI Regulations on the compliance declarations received from the Directorsand the Senior Management Personnel.

The Statutory Auditors of the Company have examined the requirements of CorporateGovernance with reference to SEBI Listing Regulations and have certified the complianceas required under SEBI Listing Regulations. The Certificate in this regard is attached asAnnexure F to this report.

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

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



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

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

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


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

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


(Amount in Rs.)
Particulars For the year ended March 31 2018 For the year ended March 31 2017
Foreign Exchange Earnings Nil Nil
Foreign Exchange Outgo Nil Nil


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

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

The Internal Auditors evaluates the effectiveness and adequacy of internal controlscompliance with operating systems policies and procedures of the Company and recommendsimprovements if any. Significant audit observations and the corrective/ preventive actiontaken or proposed to be taken by the process owners are presented to the Audit Committee.The Scope of Internal Audit is annually determined by the Audit Committee considering theinputs from the management and statutory auditors.

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

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


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


There are loans given during the year but no guarantees have been issued that arecovered under Section 186 of the Act read with the Rules made thereunder. Details of loansmade under the said section are covered in Notes to the financial statements.


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

There were no materially significant related party transactions i.e. transactionsexceeding ten percent of the annual turnover of the Company as per the last auditedfinancial statements entered into by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which may have a potential conflict with theinterest of the Company at large and thus disclosure of related party transactions asrequired under Section 134(3)(h) of the Act in Form AOC-2 is not required.

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


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

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


a. The ratio of the remuneration of each director to the median employee's remunerationfor the financial year and such other details: Except Mr. Ashok Kumar Vishwakarma ManagingDirector no director is in receipt of remuneration except sitting fees.

S.No. Particulars Designation Ratio
1. Mr. Ashok Kumar Vishwakarma Managing Director 12.45 : 1

(For this purpose sitting fees paid to the Directors have not been considered asRemuneration)

b. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:

S.No. Particulars Designation Percentage of Increase
1. Mr. Ashok Kumar Vishwakarma Managing Director No Increase
2. Mr. A. Mahesh Chief Financial Officer No Increase
3. Mr. C. Abhilash Company Secretary No Increase

c. 9% increase was reported in the median remuneration of employees in the financialyear.

d. The number of permanent employees on the rolls of Company as on 31st March 2018 is21.

e. Average percentile increase already made in the salaries of employee's other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and any exceptionalcircumstances for increase in the managerial remuneration:

There was no increase in remuneration to Key Managerial Personnel (KMP) & foremployees other than KMP the increase was based on their performance.

f. We affirm that the remuneration paid during the period under review is as per theRemuneration Policy of the company.

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


The Equity shares of your Company continue to be listed in BSE Limited (BSE) andNational Stock Exchange of India Limited(NSE).Your company has received in principalapproval from BSE for revocation of suspension of trading in the month of April 2018 andis in the process of completing the formalities laid out in the approval.

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


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

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


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


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

For and on behalf of the Board of Directors
Ashish Sushil Jalan
Date: May 29 2018
Place: Chennai



(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the Financial Statement ofSubsidiaries/Associate Companies/Joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with Rs. in Thousands)

S.No. Particulars Details
1. Name of the subsidiary S&S Power Switchgear Equipment Limited Acrastyle Power (India) Limited Acrastyle EPS Technologies Ltd Acrastyle Limited UK Acrastyle Switchgear Limited UK
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period March 31 2018 March 31 2018 March 31 2018 March 31 2018 March 31 2018
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries INR INR INR 1 GBP = 92.28 1 GBP = 92.28
4. Share capital 12500 59451 500 7836 281226
5. Reserves & Surplus 39920 (5615) (32) (49290) (148042)
6. Total Assets 281531 301905 770 293765 230718
7. Total Liabilities 229111 248069 302 335219 97534
8. Investments 0 148404 0 0 230712
9. Turnover 342535 175521 3.1 782114 0
10. Profit/(Loss) before Tax 22891 2277 (3.82) 38991 (5030)
11. Provision for Taxation (931) (2960) 0 0 0
12. Profit/(Loss) after Tax 21960 (683) (3.82) 38991 (5030)
13. Proposed Dividend 0 0 0 0 0
14. % of shareholding 100% 67% 100% 100% 100%


1. Names of subsidiaries which are yet to commence operations - Nil

2. Names of subsidiaries which have been liquidated or sold during the year - Nil

3. Both the UK subsidiaries are step down subsidiaries of the parent Company S&SPower Switchgear Ltd.

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of Associates/Joint Ventures
1. Latest audited Balance Sheet Date
2. Shares of Associate/Joint Ventures held by the company on the year end No. NIL
Amount of Investment in Associates/Joint Venture
Extend of Holding %
3. Description of how there is significant influence
4. Reason why the Associate/Joint Venture is not consolidated
5. Net worth attributable to shareholding as per latest audited Balance Sheet NIL
6. Profit/Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation

1. Names of Associates or Joint Ventures which are yet to commence operations - NIL

2. Names of Associates or Joint Ventures which have been liquidated or sold during theyear - NIL

Note: This Form is to be certified in the same manner in which the Balance Sheet isto be certified.

For S&S Power Switchgear Limited For C N K & Associates LLP
Chartered Accountants
Ashish Sushil Jalan Ashok Kumar Vishwakarma Vijay Mehta
Director Managing Director Partner
DIN: 00031311 DIN: 05203223 Membership No.: 106533
Firm Registration No.: 101961W/W100036
C Abhilash A Mahesh
Company Secretary Chief Financial Officer
Date: May 29 2018
Place: Chennai