s s power switchgear ltd share price Directors report

Dear Members,

Your Directors are pleased to present the forty fifth (45^th) Annual Report of S&S Power Switchgear Limited along with the Audited Financial Statements for the Financial Year 2022-23.

In line with the requirements of the Companies Act, 2013 (“the Act”) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the SEBI Regulations”), this report covers the Audited Financial results and other developments during the financial year from April 1,2022 to March 31, 2023 in respect of Consolidated Performance comprising of S&S Power and its subsidiaries in India and overseas. The Consolidated entity has been referred to as ‘S&S Group or ‘the Group in this report.

1. FINANCIAL RESULTS

Financial Results of your Company for the year ended 31^st March 2023 is summarized as below

(in Rs. Lakhs)

	CONSOLIDATED		STANDALONE
PARTICULARS	Year Ended 31-03-2023	Year Ended 31-03-2022	Year Ended 31-03-2023	Year Ended 31-03-2022
Revenue from operations	13952.19	11,046.25	58.56	57.89
Other income	213.20	105.63	322.46	335.92
Total revenue	14165.39	11,151.88	381.02	393.81
Expenses	14499.35	12,695.54	433.40	488.15
Profit/ (Loss) before exceptional items and tax	(333.96)	(1,543.66)	(52.38)	(94.34)
Less: Exceptional items	571.54	-	1004.94	-
Profit/ (Loss) before tax	237.58	(1,543.66)	952.56	(94.34)
Tax Expense	(27.31)	(6.63)	(7.30)	(1.71)
Profit/ (Loss) for the Year	210.27	(1,550.29)	945.26	(96.05)
Other comprehensive income, net of income tax	136.17	545.36	4.31	(4.22)
Total comprehensive income for the Year	346.43	(1,004.93)	949.57	(100.27)
Earnings per share (^)	3.39	(25.00)	15.25	(1.55)

 

Details	2022-23	2021-22
Indian Operations:
Revenue from Operations	4324.80	3,220.73
Operating Profit	109.82	(1,257.09)
Exceptional Items	571.54	-
Other Comprehensive Income (OCI)	115.27	(25.72)
Net profit after tax	769.32	(1,289.44)
UK Operations:
Revenue from Operations	9627.39	7,825.52
Operating Profit	127.76	(286.57)
Exceptional Items	-	-
Other Comprehensive Income (OCI)	20.90	571.08
Net profit	148.66	284.51
Details	2022-23	2021-22
Consolidated:
Revenue from Operations	13952.19	11,046.25
Operating Profit	(333.96)	(1,543.70)
Exceptional Items	571.54	-
Other Comprehensive Income (OCI)	136.17	545.36
Net profit	346.43	(1,004.93)

2. RESULTS OF OPERATIONS

Your Company has registered consolidated revenue for the year ended 31st March 2023 is Rs. 13952.19 Lakhs which is higher than the revenue of Rs. 11046.25 Lakhs for the year ended 31^st March 2022.

The Standalone revenue from operations of S&S Power Switchgear Limited is Rs. 58.56 Lakhs for the financial year ended 31^st March 2023 which is higher than revenue of Rs. 57.89 Lakhs for the year ended 31^st March 2022.

The Total consolidated Earnings / (Loss) before depreciation, finance costs, and taxation is Rs. 358.05 Lakhs for the financial year ended 31^st March 2023 as against loss of (Rs.846.85) Lakhs for the year ended 31^st March, 2022.

A Consolidated profit after tax and before other comprehensive income is Rs. 210.27 Lakhs for the year ended 31^st March, 2023, as against loss of (Rs.1550.29) Lakhs for the year ended 31^st March, 2022.

3. CHANGE IN THE NATURE OF THE 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 THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and/or commitments between the end of the year under review and the date of this report, which could have had an impact on the Companys operation in the future or its status as a going concern.

5. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and analysis report which inter-alia covers the Company and its Groups financial and operational performance, Industry trends, Update on Macro Economic Indicators, Risks and Concerns, Internal control systems and their adequacy, Outlook and other material changes prepared in compliance of Regulation 34 of the SEBI Regulations forms part of the annual report, is annexed to this report.

6. SHARE CAPITAL

During the year under review, your Company has Rs. 620 Lakhs as on 31^st March 2023 and there was no change in the share capital structure and Paid up capital of the Company.

Additionally your Directors states that there was no disclosure or reporting is required in respect of the following 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 Company under any scheme;

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

7. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

During the year under review, Your Company has 3 Indian Subsidiaries and 2 Overseas Subsidiaries and there were no changes in the status of the subsidiaries. A list of companies which are subsidiaries/ associate to your Company is provided in Form AOC-1 is attached as ANNEXURE I.

The policy for determining material subsidiaries of the Company is available on the Companys website URL: https://sspower.com/disclosures/

8. APPROPRIATIONS

(a) Reserves

The Reserves for the year ended 31^st March 2023 is Rs.1438.46 Lakhs as against the Total Reserves of Rs.488.93 Lakhs as at 31st March 2022.

(b) Dividend

During the year under review, Your Company has not proposed any payment of dividend to the Shareholders.

9. FINANCIAL STATEMENTS

The Standalone and consolidated financial statements of the Company and its subsidiaries for FY 2022-23 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of SEBI Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon form part of this Annual Report. Pursuant to Section 129(3) of the Act, a statement containing the salient features of the Financial Statement of the subsidiary companies is attached to the Financial Statement in Form AOC-1. Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by any member. The members can send an e-mail to: secretarial@sspower.com up to the date of the AGM and the same would also be available on the Companys website : www.sspower.com.

10. DEPOSITS

During the year under review, the Company has not invited or accepted any deposits from public as per section 76 of the companies act 2013, read with companies (Acceptance of Deposits) Rules, 2014.

11. BOARD OF DIRECTORS :

As on the date of this Report, the Company has Six (6) Directors consisting of Four (4) Independent Directors, a Managing Director and a Non-Executive Directors.

During the year and till date of this report, Mr. Arjun Soota (DIN: 08281046) Non-Executive, Non-Independent Director resigned with effect from 31^st July 2022 due to personal and professional reasons.

Your directors express their appreciation for the contributions made by Mr. Arjun Soota during his tenure as a Director of the Company.

A. Disqualification of Directors: None of the directors are disqualified

B. Appointment/ Reappointments / Resignation from the Board of Directors

During the year under review, there was re-appointment in the Board of Directors of the company. Your Company has approved the proposal, pursuant to the recommendation of the Board of Directors to the Members of the Company, in the Annual general meeting held on 28^th September, 2022 to reappoint the following directors.

1. Mr. Ashok Kumar Vishwakarma (DIN: 05203223) as Managing Director of the Company for a period of Three (3) years from 9^th November 2022 to 8^th November 2025.

2. Ms. Gayathri Sundaraman (DIN: 07342382) as an Independent Director of the Company for a second term of five (5) years from 07^th December 2022 to 06^th December 2027.

C. Declaration by Independent Director

All Independent Directors have submitted declarations that they meet the criteria of Independence 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 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has complied with the requirement of having at least one Woman Director on the Board of the Company. Mrs. Gayathri Sundaram is an Independent and Women Director of the Company.

E. Changes in Key Managerial Person

During the year under review, Mr. Gokulananda sahu, Chief financial officer, Company secretary & Compliance Officer of the Company has resigned from his positions with effect from 23^rd December, 2022 and 28^th November, 2022 respectively.

F. Retirement by rotation

Mr. Ashish Sushil Jalan (DIN: 00031311), Non-Executive Director of the Company retires by rotation at the ensuing 45^th Annual General Meeting and being eligible offers himself for re-appointment. Board recommends his re-appointment as a director for the approval of members.

Further, the brief profile of the Director being recommended for re-appointment is given in the Notice of 45th Annual General Meeting being sent to the shareholders along with the Annual Report.

12. BOARD MEETINGS

During the year, 7 (Seven) meetings of the Board of Directors were held. The detailed Agenda and Notice for the Meetings was prepared and circulated in advance to the Directors. The details of the meetings are furnished in the Corporate Governance Report. Furthermore, the intervening gap between the Meetings was within 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, 2013, Regulation 18 of SEBI LODR an Audit Committee has been constituted. The composition, quorum, scope, etc. of the Audit Committee are in line with the Companies Act, 2013, and SEBI LODR. The audit committee has met and reviewed the financial statements for the financial year ended 31^st March, 2023 and has not given any adverse observations. The details of the meetings are furnished in the Corporate Governance Report.

Composition As on 31^st March 2023, the Audit Committee 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

II. NOMINATION AND REMUNERATION COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013, Regulation 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 Act, 2013, and SEBI LODR. The details of the meetings are furnished in the Corporate Governance Report.

Composition As on 31^st March, 2023, the Nomination and Remuneration Committee 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 of Directors of the Company has framed a policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Wholetime Directors), Key Executives and Senior Management and the Remuneration of Other Employees.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

This Committee considers and resolves the grievances of security holders of the Company inter-alia including grievances related to the transfer of shares, non-receipt of Annual Report, non-receipt of dividends, etc. The Committee also reviews measures taken for the effective exercise of voting rights by shareholders, adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent, and ensuring timely receipt of annual reports by the shareholders of the company.

The composition as on 31^st March 2023, 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 & COMMITTEE OF DIRECTORS

Your Company has devised a Policy for the performance evaluation of Independent Directors, Board, Committees, and other individual Directors which includes criteria for the performance evaluation of nonexecutive directors. Pursuant to provisions of the Companies Act and the SEBI Regulations, the Board has carried out an annual evaluation of its own performance, the Directors individually as well as the performance of Board committees and of the Independent Directors (without the participation of the relevant Director).

Further, Independent Directors at their meeting without the participation of the Non-Independent Directors and Management considered/ evaluated the Boards performance (as a whole), the Performance of the Chairman, and other Non-Independent Directors. A statement indicating the manner in which formal annual evaluation has been made by the Board of its own performance and that of its committees and individual directors is specified in the Nomination and Remuneration Policy.

15. KEY MANAGERIAL PERSONNEL

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

• Mr. Ashok Kumar Vishwakarma, Managing Director

16. POLICIES

• VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has set up Vigil Mechanism viz. Whistle Blower Policy to enable the employees and Directors to report genuine concerns, unethical behavior and irregularities, if any, in the Company noticed by them which could adversely affect companys operations to the Chairman of the Audit Committee. The policy is available at the Companys website (www.sspower.com).

No concerns or irregularities have been reported during the period. The Company hereby affirms that no Director/employee has been denied an access to the Chairman of 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 approach through which it reviews and assesses significant risks on a regular basis to ensure that a robust system of risk controls and mitigation is in place. Through risk management approach, the Company ensures that risk to the continued existence as a going concern and to its development are identified and addressed on a timely basis.

The Company has been addressing various risks impacting the Company which is provided elsewhere 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 Committee, formulated criteria for determining Qualifications, Positive Attributes and Independence of Directors, Key Managerial Personnel and senior management. The details of criteria laid down and the Remuneration Policy are given in the Corporate Governance 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 and Redressal of Sexual Harassment for women at the Workplace in accordance with the requirements of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. It ensures prevention and deterrence of acts of sexual harassment and communicates procedures for 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 made available to them, confirm the following:

a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that the directors had 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 as at 31^st March, 2023.

c. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the directors had prepared the annual accounts on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

f. that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return of the company as at 31^st March 2023 is available on the Companys website of the Company www.sspower.com

19. AUDIT

A. Statutory Audit & Report

Pursuant to your approval in the Annual General meeting held on 28^th September 2022, your Company has re-appointed M/s. CNK & Associates LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No: 101961W/ W-100036), as the statutory auditors of the company, for a second term of five (5) consecutive years from FY 2022-23 to 2026-27 to hold the office from the conclusion of 44^th Annual General Meeting till the conclusion of 49^th Annual General Meeting to be held in 2027.

Auditors Report:

No qualifications, adverse remarks, or disclaimers were made by the Statutory Auditors with regard to the financial statements for the financial year 2022-2023.

The Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. There have been no instances of fraud reported by the above-mentioned Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government during FY 2022-2023.

B. 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 Board of Director appointed M/s BP & Associates, a firm of Company Secretaries in Practice, Chennai to conduct the Secretarial Audit of the Company for the year ended 31^st March, 2023. The Report of the Secretarial Audit is annexed herewith as ANNEXURE - II.

The Secretarial Auditors for the financial year ended 31st March 2023 contains qualifications and clarifications by the Board as follows;

OBSERVATION	MANAGEMENT REPLY
As per Regulation 6 of the Securities Exchange Board of India (Listing Obligation & Disclosure Requirements) 2015, any vacancy in the office of the Compliance Officer shall be filled by the listed entity at the earliest and in any case not later than three months from the date of such vacancy, but the company has not appointed a compliance officer within the prescribed period.	Company has initiated the process for search of person for appointment : 1. Qualified Company secretary for the post of Company secretary and Compliance officer of the company 2. Chief financial officer for the company
As per Section 203 of the companies Act,2013, every Listed entity shall have Company Secretary and Chief Financial officer, whole-time key managerial personnel, any vacancy in the office of the Company Secretary and Chief Financial officer, whole-time key managerial personnel shall be filled by the Board at a meeting of the Board within a period of six months from the date of such vacancy, but the company has not appointed a Company Secretary and Chief Financial officer, whole-time key managerial personnel within the prescribed period.

C. 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 statutory amendment thereto) if any on the Companies Act, 2013 M/s. DURV & Associates LLP, Chartered Accountants, Chennai was appointed as the Internal Auditors of the Company for the Financial Year 2022-23.

D. Cost Audit & Cost Records

Your Company does not fall under the purview of Section 148 of Companies Act, 2013.

20. REPORTING OF FRAUDS

The Statutory and Secretarial Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review.

21. CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI Regulations, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance with the conditions 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 by the Board of Directors periodically.

Your Company is committed to observing good corporate governance practices in letter and spirit. Your Board of Directors has taken all necessary steps to ensure compliance with the Corporate Governance guidelines, as laid out in the SEBI Regulations 2015. All the Directors and Key Management Personnel of the Company have affirmed in writing their compliance with and adherence to the ‘Code of Ethics for Board of Directors and Senior Executives adopted by the Company.

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

The Secretarial Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations. The Certificate in this regard is attached as Annexure in this report.

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

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

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of Energy

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

• The Company is also making continuous efforts for utilizing alternate sources of energy.

• 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

• Companys products are manufactured by using in-house know-how technology and no outside technology is being used for manufacturing activities.

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

(C) Foreign Exchange Earnings and Outgo:

• Total Foreign exchange earned in terms of actual inflows during the Financial Year - 1071.91 Lakhs

• Total Foreign exchange earned in terms of actual outgo during the Financial Year - 6.35 Lakhs

23. INTERNAL FINANCIAL CONTROLS

The Company has well defined and adequate internal financial control system over financial reporting, commensurate with the size, scale, and complexity of its operations to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. The internal financial controls are adequate and are operating effectively so as to ensure orderly and efficient conduct of business operations.

Internal Financial controls help the Board to monitor the state of controls in key business processes. The organization is appropriately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment.

The Internal Auditors evaluate the effectiveness and adequacy of internal controls, and compliance with operating systems, policies, and procedures of the Company and recommend improvements if any. Significant audit observations and the corrective/ preventive action taken 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 the inputs from the management and statutory auditors.

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

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

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility and related rules are not applicable to the Company.

25. SHIFTING & SALE OF ASSETS LOCATED IN PUDUCHERRY

During the year the branch office of S&S POWER SWITCHGEAR EQUIPMENT LIMITED, wholly owned subsidiary of company was operating at Door No 4, EVR Street, Sedarapet village, Villianur commune Panchayat, Puducherry - 605111 has been shifted to CMDA Industrial Area, Chithamanur Village, Maraimalai Nagar, Tamil Nadu - 603209.

In continuation to the shifting of Puducherry office the management has sold the freehold land and building located at Door No 4, EVR Street, Sedarapet village, Villianur commune Panchayat, Puducherry - 605111.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of Companies Act, 2013, disclosure on particulars relating to loans, advances, guarantees, and investments are provided as part of the financial statements.

27. RELATED PARTY TRANSACTIONS

All the related party transactions entered during the year were on an arms length basis and in the ordinary course of business. All the related party transactions affected during the year are disclosed in the notes to the Financial Statements.

There were no materially significant related party transactions, i.e. transactions exceeding 10% of the annual turnover of the Company as per the last audited financial statements entered into by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large. Details of related party transactions are annexed to this report in the prescribed Form AOC-2 as ANNEXURE IV. Also, none of the Directors or the Key Managerial Personnel of the Company has any pecuniary relationship or transactions vis-a-vis the company.

28. INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT

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

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

29. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

30. MANAGERIAL REMUNERATION

During the year under review, no employees, whether employed for the whole or part of the 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 and Remuneration of Managerial Personnel) Rules, 2014.

Particulars of employees as required in terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are set out in Annexure V

31. LISTING OF SHARES

The Trading of shares of the Company has been under surveillance temporarily on account of ESM (Enhanced Surveillance Measure) in Both BSE and NSE.

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

32. DEMATERIALIZATION OF SHARES

As at 31^st March, 2023, 49,13,713 equity shares representing 79.25% of the total equity share capital of the Company were held in dematerialized form with National Securities Depository Limited 41,02,872 Equity Shares amounting to 66.18% and Central Depository Services (India) Limited with 8,10,841 Equity Shares of 13.07%.

Your Company has sent reminders to all concerned shareholders advising them to convert physical shares into demat form. The Companys Registrars are M/s. GNSA INFOTCH LIMITED, STA Department, Nelson Chambers, Fourth Floor, F-Block, No: 115, Nelson Manickam Road, Aminjikarai, Chennai - 600 029.

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 Courts or Tribunals impacting the going concern status and Companys operations.

34. 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 website of the Company (www.sspower.com).

Your Companys Audit Committee monitors implementation of said Policy.

35. CODE OF CONDUCT

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

36. 45^th ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE

As per Ministry of Corporate Affairs Circular No. 10/2022 dated December 28, 2022 [‘MCA Circular”], regarding Pandemic and relaxations (e.g VC, no physical report) thereon, your Company made arrangement to conduct 45^th AGM through Video Conference / Other Audio Visual Means for which necessary information has been given separately in Notice of 45^th AGM.

Also your Company will be complying with said Circulars by sending 45^th Annual Report along with Annexures by way of e-mail to the shareholders as such no physical copies shall be distributed. Those Shareholders whose email IDs are not registered, have to register their email ID with Registrar & Share Transfer Agent (RTA) of the Company.

37. FINES PENALTIES LEVIED BY STOCK EXCHANGES

During the year, an amount of Rs.10,000/- was paid by the company for the delay in filing Audited Financial results with regard to Regulation 33 of Listing Regulation, for the year ended 31st March 2022 to both the Bombay Stock Exchange (BSE) and the National Stock Exchange of India (NSE).

This was due to unavoidable circumstances and your Company has taken all the necessary precautionary measures to avoid these types of non-compliances in future.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: NIL

39. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: NIL

40. GRATITUDE & ACKNOWLEDGEMENTS

Your Directors placed on record their sincere & high appreciation for the unflinching commitment, dedication, hard work and valuable contribution made by the employees of the company and its subsidiaries for sustained growth of group as a whole. Your Directors also sincerely thank all the Promoters, stakeholders, Government authorities, Customers, vendors, Banks business associates, shareholders and other statutory bodies for their continued assistance, support and co-operation.

		For S&S Power Switchgear Limited
	Ashok Kumar Vishwakarma	Ashish Sushil Jalan
Date : 08th August,2023	Managing Director	Director
Place : Chennai	DIN: 05203223	DIN: 00031311