REPORT OF DIRECTOR'S AND MANAGEMENT DISCUSSION & ANALYSIS To, THE MEMBERS, Your Directors have pleasure in presenting before you the THIRTY SEVENTH Annual Report of the Company together with Audited Statement of accounts for the year ended 31st March, 2015. OVERVIEW, BUSINESS PROSPECTS AND OPERATIONS The Company's activity during the year primarily was of management of its subsidiary companies and restarting activities on Circuit Breakers and related spares and services. Your Company achieved a Revenue of Rs 298.52 Lakhs, Operating profit before depreciation & amortization amounted to Rs 83.89 Lakhs. Profit before Tax amounted to Rs 26.51 Lakhs. RESERVES The Reserves at the end of 31st March 2015 is Rs 1560.82 Lakhs as against Total reserves of Rs 1534.31 Lakhs as at 31st March 2014. CHANGE IN THE NATURE OF BUSINESS, IF ANY There has been no change in the nature of business carried on during the financial year under review. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS There are no events subsequent to the date of Financial Statements which materially affect the Financials. SHARE CAPITAL During the year under review, your Company has not issued any type of Share capital. MATERIAL CHANGES AND COMMITMENTS There are no such changes or commitments occurred, affecting the financial position of the Company between the end of the financial year (i.e. 31.03.2015) and the date of this report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT As required under Clause 49 of the Listing Agreements with Stock Exchanges, the Management Discussion and Analysis Report is enclosed as a part of this report. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report. Certificate from the Statutory Auditors of the company M/s. GSV Associates, Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is included as a part of this report. LISTING WITH STOCK EXCHANGES The Company confirms that it has paid the Annual Listing Fees for the year 2015-16 to NSE and BSE where the Company's Shares are listed. DEMATERIALISATION OF SHARES 75.80% of the company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2015 and the balance 24.20% of Company's Share is in physical form. The Company's Registrars are M/s GNSA INFOTECH LIMITED, having their registered office at Nelson Chambers, 4th Floor, F-Block, No 115, Nelson Man-ickam Road, Aminjikarai, Chennai - 600029. NUMBER OF BOARD MEETINGS HELD The Board of Directors duly met 4(Four) times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows: i) 30th May 2014; ii) 13th August 2014; iii) 10th November 2014; and iv) 9th February 2015. The particulars of Directors, their attendance during the financial year 2014-2015 has been disclosed in the Corporate Governance Report forming part of this Annual Report. BOARD COMMITTEE The Company has the following committees of the Board: i) Audit Committee; ii) Nomination cum Remuneration Committee; iii) Shareholder's / Investors Grievance Redressal & Share Transfer Committee The Composition of each of the above Committees, their respective role and responsibility is as detailed in the report of Corporate Governance. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that: a) in the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the PROFIT of the company for the same period; c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls in the company that are adequate and were operating effectively; f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively. AUDITORS The Auditors, M/s. GSV Associates, Chartered Accountants, Chennai retire at this Annual General Meeting and being eligible, offer themselves for re-appointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained a written Certificate from the above Auditors proposed to be re-appointed to the effect that their re-appointment, if made, is in accordance with the conditions specified in the said section. DEPOSITS Your Company has not invited or accepted any deposits from the public in terms of provisions of Section 76 of the Companies Act, 2013 and Rules made there under during the year under review. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS Your Company has not received any significant/material orders from the statutory regulatory bodies/courts/ tribunals which affect the operations/going concern status of the Company during the year under review. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO (A) CONSERVATION OF ENERGY Company has taken adequate measures for conservation of energy. Company is also making continuous efforts for utilizing alternate sources of energy. (B) TECHNOLOGY ABSORPTION Company is making continuous efforts to keep the employees informed of all emerging technologies and developments which are relevant to business of the Company. INTERNAL CONTROL & AUDIT SYSTEMS AND THEIR ADEQUACY Your Company remains committed to maintain high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The internal control mechanism comprises of a well defined organization structure, documented manuals and pre-determined authority levels. In order to ensure that adequate checks and balances are in place and the internal control systems are in order, periodical audits are conducted by independent agencies. The Audit Committee of your Company, inter-alia, reviews Quarterly Financial Results, evaluates the effectiveness of Internal Control Systems, including significant changes in accounting policies. The company is in the process of appointing an external agency to conduct an internal audit on the transactions of the company which shall be submitting its findings to the audit committee. The scope for the internal audit has been defined by the audit committee. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Your Company have duly complied with the provision of Section 186 of the Companies Act, 2013. The Particulars of Loan, Guarantees and Investments taken during the financial year are as follows: RISK MANAGEMENT POLICY Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. RELATED PARTY TRANSACTIONS Particulars of contracts or arrangements with related parties referred to in Section 188(1) have been disclosed in the Financial Statements VIGIL MECHANISM (Whistle Blower Policy) As per Section 177 of the Companies Act, 2013, your company had established the vigil mechanism. HUMAN RESOURCES & INTERNAL CONTROLS During the year Company has appointed a Managing Director for Business Operations. During the period the Company maintained cordial relations with the employees of the Company. The company acknowledges the contributions and services of its employees and wishes to place on record its appreciation of the efforts of its employees. ACKNOWLEDGEMENT Your Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and consideration extended by the Bankers, Shareholders and employees and look forward for their continued support and cooperation. By order of the Board For S&S Power Switchgear Ltd Ashish Jalan Chairman Ashok Kumar Vishwakarma Managing Director Date: 4th June 2015 Place: Chennai |