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S & S Power Switchgear Ltd.

BSE: 517273 Sector: Engineering
NSE: S&SPOWER ISIN Code: INE902B01017
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VOLUME 676
52-Week high 27.60
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OPEN 19.40
CLOSE 19.90
VOLUME 676
52-Week high 27.60
52-Week low 6.75
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S & S Power Switchgear Ltd. (S&SPOWER) - Director Report

Company director report

Dear Shareholders

Your Board of Directors (‘Board') have immense pleasure in presenting their 42ndAnnual Report of S&S Power Switchgear Limited (‘S&S POWER') or ‘theCompany' together with the Audited Financial Statements for the year ended 31st March 2020

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 1st April 2019 to31st March 2020 in respect of Consolidated Performance comprising of S&S Power itssubsidiaries in India and overseas. The Consolidated entity has been referred 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 31st March 2020 is summarizedhereunder:

(Rs. in Lakhs)

CONSOLIDATED

STANDALONE

PARTICULARS Year Ended Year Ended Year Ended Year Ended
31-03-2020 31-03-2019 31-03-2020 31-03-2019
Revenue from operations 9169 10345 86 51
Other income 138 247 461 567
Total revenue 9307 10592 547 618
Expenses 10306 10966 672 537
Profit/ (Loss) before exceptional items and tax (999) (374) (125) 81
Less: Exceptional items 572 - 572 -
Profit/ (Loss) before tax (1571) (374) (698) 81
Tax expense 34 7 6 (1)
Profit/ (Loss) for the Year (1537) 367 (698) 80
Other comprehensive income net of income tax 379 (268) - (5)
Total comprehensive income for the Year (1158) (635) (692) 75
Earnings per share (Rs.) (24.79) (5.90) (11.15) 1.29

(Rs. In Lakhs)

Details 2019-20 2018-19
Indian Operations:
Revenue from Operations 3245 4967
Operating Profit (702) 42
Other Comprehensive Income (OCI) 39 (6)
Net profit (1200) 15
UK Operations:
Revenue from Operations 5924 5378
Operating Profit (297) (416)
Other Comprehensive Income (OCI) 340 (262)
Net profit 42 (650)
Details 2019-20 2018-19
Consolidated
Revenue from Operations 9169 10345
Operating Profit (999) (374)
Other Comprehensive Income (OCI) 379 (268)
Net profit (1158) (635)

2. RESULTS OF OPERATIONS

Your Company has registered consolidated revenue for the financial year ended 31stMarch 2020 at Rs. 9307 Lakhs as against Rs. 10592 Lakhs for the year ended 31st March2019.

The Total consolidated Earnings / (Loss) before depreciation finance costs andtaxation for the financial year ended 31st March 2020 is Rs. (1571) Lakhs as against Rs.(374) Lakhs for the year ended 31st March 2019. A Consolidated Loss for the year ended31st March 2020 is Rs. 1158 Lakhs as against loss of Rs. 635 Lakhs for the year ended31st March 2019.

3. CHANGE IN THE NATURE OF BUSINESS IF ANY

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

4. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

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 under review.

5. MANAGEMENT DISCUSSION AND ANALYSIS

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.

6. SHARE CAPITAL

During the year under review there was no change in the Share capital structure andthe paid-up capital of the Company is Rs. 620 Lakhs as on 31st March 2020. Further theDirectors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review: a. Issueof equity shares with differential rights as to dividend voting or otherwise; b. Issue ofShares (including Sweat Equity Shares and ESOS) to employees of the Company under anyscheme; c. Provision of money for purchase of its own shares by employees or by trusteesfor the benefit of employees

7. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

(a) A list of companies which are subsidiaries/ associate to your Company is providedin Form AOC-1.

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

8. APPROPRIATIONS

(a) Reserves

The Reserves at the end of the year 31st March 2020 is at Rs. 682 Lakhs as against theTotal Reserves of Rs. 1374 Lakhs as at 31st March 2019.

(b) Dividend

Given the uncertain economic outlook and to continue liquidity for operations theBoard has not proposed any payment of dividend to the Shareholders for the year underreview.

9. FINANCIAL STATEMENTS

The Standalone and Consolidated Financial Statements for the year ended 31st March 2020have been prepared under IND AS (Indian Accounting Standards) by the Company.

In accordance with Section 136 of the Act the audited financial statements includingthe consolidated financial statements and related information of the Company and auditedaccounts of each subsidiary are also available on the Company's website: www.sspower.com.

10. DEPOSITS

During the year under review your Company has not invited or accepted any depositsfrom public as per Section 76 of the Companies Act 2013 read with Companies (Acceptanceof Deposits) Rules 2014.

11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on the date of this Report the Company has Seven (7) Directors consisting of Four(4) Independent Directors (1) Managing Director and (2) Non-Executive Directors.

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commissionConsultancy Fee as approved by shareholders and reimbursement of expenses incurred by themfor the purpose of attending meetings of the Company

(a) Disqualification of Directors: None of the directors are disqualified

(b) Appointment / Resignation from the Board of Directors

During the Year under review Mr. Peter John Woolrich (DIN: 07808275) resigned from theBoard of the Company with effect from 29th May 2019 respectively. The Board places onrecord its sincere gratitude for the services and support rendered by the said Directorsduring their tenure in the Board.

(c) Declaration by Independent Director

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.

(d) Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas complied with the requirement of having at least one Woman Director on the Board ofthe Company. Mrs. Gayathri Sundaram is an Independent and Women Director of the Company.

(e) Changes in Key Managerial Person

During the year under review there were changes in the Key Managerial Personnel.

Mr. Ashok Kumar Vishwakarma was reappointed as Managing Director w.e.f. 10th November2019.

Mr. Gokulananda Sahu was appointed as Company Secretary & Compliance Officer of theCompany w.e.f. 29th October 2019

Mrs. Selvi Narasimman was appointed as Chief Financial Officer of the Company w.e.f.29th May 2019.

Ms. Nithya Kamaraj resigned as Company Secretary with effect from 28th June 2019.

(f) RETIREMENT BY ROTATION

Pursuant to Article 101 of the Articles of Association of the Company and in accordancewith the Act Mr. Ashish Sushil Jalan (DIN: 00031311) Non-Executive Director of theCompany retires by rotation at the ensuing 42nd Annual General Meeting and being eligibleoffers himself for re-appointment. Board recommends his re-appointment as a Director forapproval of members.

Further the brief profiles of Director being recommended for re-appointment is given inthe Notice of 42nd Annual General Meeting being sent to the shareholders along with theAnnual Report.

(g) REAPPOINTMENT OF INDEPENDENT DIRECTORS:

The Nomination and Remuneration Committee and the Board has recommended thereappointment of Mr. Ajay Kumar Dhagat Mr. Deepak Jugal Kishore Chowdhary and Mr.Nandakumar Sundarraman as Independent Director of the Company in the ensuing AnnualGeneral Meeting.

12. BOARD MEETINGS

During the year 8 (Eight) meetings of the Board of Directors were held. The details ofthe 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.

13. EVALUATION OF BOARD COMMITTEES OF DIRECTORS

Your Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors. Pursuant to provisions of the Companies Act andthe SEBI Regulations the Board has carried out an annual evaluation of its ownperformance the Directors individually as well as the performance of Board committees andof the Independent Directors (without participation of the 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.

A statement indicating the manner in which formal annual evaluation has been made bythe Board of its own performance and that of its committees and individual directors arespecified in Nomination and Remuneration Policy.

14. KEY MANAGERIAL PERSONNEL

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

Mr. Ashok Kumar Vishwakarma Managing Director

Mr. Gokulananda Sahu Company Secretary and Compliance Officer (w.e.f. 29th October2019)

Ms. Selvi Narasimman Chief Financial Officer (up to 12th September 2020)

Ms. Nithya Kamaraj Company Secretary and Compliance Officer (up to 28th June 2019)

15. POLICIES

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has set up Vigil Mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report genuine concerns unethical behavior and irregularitiesif any in the Company noticed by them which could adversely affect company's operationsto the Chairman of the Audit Committee. The policy is available at the Company's website(www.sspower.com).

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.

RISK MANAGEMENT POLICY

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.

The Company has been addressing various risks impacting the Company which is providedelsewhere in this Annual Report in Management Discussion and Analysis Report.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

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.

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

The Company has in place policy of 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.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

In compliance with Section 134(5) of the Act your directors based on information madeavailable 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 judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March 2020 ofthe loss 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 the Company Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(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.

18. EXTRACT OF ANNUAL RETURN:

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 isgiven in Annexure I to this Report.

19. AUDITORS: Statutory Auditors

M/s CNK & Associates LLP Chartered Accountants Mumbai (ICAI Firm Registration No:101961W/ W-100036) were appointed as Statutory Auditors for a term of five consecutiveyears to hold office until conclusion of 43rd Annual General Meeting.

Pursuant to the amendment to Section 139 of the Companies Act 2013 effective from May07 2018 ratification by shareholders every year for the appointment of StatutoryAuditors is no longer required and accordingly the Notice of ensuring 42nd Annual GeneralMeeting does not include the proposal for seeking shareholders' approval for ratificationof Statutory Auditors appointment.

Auditor's Report:

No qualification adverse remarks or disclaimer made by the Statutory Auditors withregard to the financial statements for the financial year 2019-20.

The Statutory Auditors of the Company have not reported any fraud as specified underSection 143(12) of the Companies Act 2013.

There have been no instances of fraud reported by above mentioned Auditors underSection 143(12) of the Act and Rules framed thereunder either to the Company or to theCentral Government during FY 2019-20.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointmentand Remuneration of Managerial personnel) Rules 2014 the Board has appointed M/s. BP& Associates a firm of Company Secretaries in practice to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is given in Annexure VI to this Report.

The Secretarial Auditors' have qualified their report for the following observationswhich are provided below with the Management response.

SECRETARIAL AUDIT MANAGEMENT RESPONSE
The Company has not filed e-form MGT 14 for the borrowings done during the financial year 2017-18. The company has initiated action to complete the filing.
The Company has not filed e-form MGT 14 for an increase in remuneration for Managing Director borrowings and security provided to wholly owned subsidiary during the Financial year 2018-19. The company has initiated action to complete.
The Company's Website has not been updated as per the SEBI (LODR) 2015 & the Companies Act 2013. The Company has initiated to update the website as per the requirements.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The Companies(Accounts) Rules 2014 and all other applicable provisions (including any amendmentthereto) if any of the Companies Act 2013 M/s. BH & CO Chartered Accountants Chennaiwas appointed as the Internal Auditors of the Company for the Financial Year 2019- 20.

The audit conducted by the Internal Auditors is based on an internal audit plan. Theseaudits are based on risk based methodology and inter alia involve the review of internalcontrols and governance processes adherence to management policies and review ofstatutory compliances. The Internal Auditors share their findings on an ongoing basisduring the financial year for corrective action. The Audit Committee oversees the work ofInternal Auditors.

20. CORPORATE GOVERNANCE

The report on Corporate Governance for the year ended 31st March 2020 pursuant toRegulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is annexed hereto and forms an integral part of this Report. The Certificate fromthe Auditors regarding the compliance of conditions of Corporate Governance is attached tothe report on Corporate Governance as an Annexure.

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. Your Company had duly complied with the requirementsregarding Corporate Governance as stipulated 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

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

A. Conservation of Energy

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 environment health& safety.

It will bring significant focus on sustainable development and energy conservation B.Technology Absorption& Product Innovation

Company's products are manufactured by using in-house knowhow technology and no outsidetechnology 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.

C. Foreign Exchange Earnings and Outgo:

(i) Total Foreign exchange earned in terms of actual inflows during the Financial Year- Nil (ii) Total Foreign exchange earned in terms of actual outgo during the FinancialYear - Nil

22. INTERNAL FINANCIAL CONTROLS:

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 organization 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 controland their adequacy are included in the auditors' report which forms an integral part ofthis report. Implementation SAP system was a significant improvement over previous year.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act relating to Corporate SocialResponsibility and related rules are not applicable to the Company. Implementation SAPsystem was a significant improvement over previous year.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year the Company has not given any loans or guarantees or provided securityand made investments under Section 186 of the Act. However the Company has granted loansto its Subsidiaries.

25. RELATED PARTY TRANSACTIONS:

All the related party transactions entered during the year were on arm's length basisand in the ordinary course of business. All the related party transactions effected duringthe year are disclosed in the notes to the Financial Statements. Further all relatedparty transactions are placed before the Audit Committee and to the Board for approval.

There were no materially significant related party transactions i.e. transactionsexceeding 10% of the annual turnover of the Company as per the last audited financialstatements entered into by the Company with Promoters Directors Key Managerial Personnelor other designated persons which may have a potential conflict with the interest of theCompany at large and thus disclosure of related party transactions as required underSection 134(3)(h) of the Act in Form AOC-2.

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

26. INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

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 programs were organised emphasizing safety of people during theyear under review.

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

27. MANAGERIAL REMUNERATION

During the year under review no employees whether employed for the whole or part ofthe year was drawing remuneration exceeding the limits as laid down u/s Section 197(12)of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. Hence the details required underSection 197(12) are not required to be given. Particulars of employees as required interms of the provisions of Section 197 of the Companies Act 2013 read with Rule 5 of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014 are set outin Annexure III & IV.

28. LISTING OF SHARES

The shares of your Company continued to be listed at National Stock Exchange Limitedand Bombay Stock Exchange Limited. Your company has received approval from Stock Exchangefor revocation of suspension of trading effective from 23rd Mar 2020.

The Company has paid listing fees for the Financial Year 2019-20 to BSE Limited (BSE)& National Stock Exchange of India Ltd (NSE).

29. DEMATERIALIZATION OF SHARES

As on March 31 2020 4854850 equity shares representing 78.30% of the total equityshare capital of the Company were held in dematerialized form with National SecuritiesDepository Limited (71.01%) and Central Depository Services (India) Limited (7.29%).

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.

30. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has complied with all the applicableSecretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

31. COST AUDITOR

Provision of Cost Audit is not applicable to the Company.

32. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment during FY 2019-20.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS.

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company's operations.

34. PREVENTION OF INSIDER TRADING

Your Company has adopted a code of conduct for prevention of “InsiderTrading” as mandated by the SEBI and same is available on the website of the Company(www.sspower.com).

35. CODE OF CONDUCT

Your Company has laid down a Code of Conduct Policy which can be accessed on theCompany's website (www.sspower.com).

36. COVID19- PANDEMIC

In March 2020 the World Health Organisation declared COVID-19 to be a pandemic.Consequent to this Government of India declared a national lock down on March 24 2020.

During this time your Company facilitated Senior Level employees to work from home.Your Company has ensured regular communication with all stakeholders viz. Customers KeySuppliers Employees Banks and Investors. Since COVID-19 situation evolves in India andGlobally your Company will continue to closely monitor COVID-19 pandemic material impacton business operations and financial resources.

37. 42ND ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

As per Ministry of Corporate Affairs Circular No. 20/2020 dated May 05 2020 read withother circulars and SEBI Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12 2020regarding COVID-19 Pandemic and relaxations (e.g. VC no physical report) thereon yourCompany made arrangement to conduct 42nd AGM through Video Conference / Other Audio VisualMeans for which necessary information has been given separately in Notice of 42nd AGM.

Also your Company will be complying with said Circulars by sending 42nd Annual Reportalong with Annexures by way of e-mail to the shareholders as such no physical copies shallbe distributed. Those Shareholders whose email IDs are not registered have to registertheir email ID with RTA of the Company.

38. GRATITUDE & ACKNOWLEDGEMENTS:

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.

For and on behalf of the Board of Directors
ASHISH SUSHIL JALAN
Chairman
Place: Mumbai
DIN: 00031311
Date: 30th July 2020

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