| Disclosure in board of directors report explanatory DIRECTORS REPORT
To the Members,
On behalf of the Board of Directors, I take pleasure in presenting the Board’s Report on the performance of your Company, together with the Audited Financial Statements and Auditor’s Report and the Report of the CAG of India for the Financial Year ended on 31st March 2016.
1.RESULTS OF OPERATION (Rs in Lakhs)
Particulars | 2015-16 | 2014-15 | Turnover (Gross) | 3823.80 | 2575.14 | Total Expenses | 2420.32 | 1869.54 | Other Income | 264.42 | 239.41 | Profit before Tax | 1250.36 | 665.51 | Profit after Tax | 813.73 | 444.21 |
The Company manufactured 391.00 MT (Previous Year- 343.93 MT) of Paints & allied products.
2. DIVIDEND
Based on the Company’s performance, your Directors are pleased to recommend for approval of the members a Final Dividend of 25% (Rs.2.50 per equity Share of Rs.10/-each) for the year 2015-16. The Final Dividend, if approved by the members would involve a cash outflow of Rs.31,18,918.00 (includes Dividend Tax).The approved dividend shall be paid in accordance with the applicable regulations.
During the year 2015-16, the un-claimed dividend of Rs.93,672.00 pertaining to 2007-08 was transferred to Investor Education and Protection Fund (IEPF).
The Register of Members and Share Transfer Register shall remain closed during the period 17-09-2016 to 27-09-2016 (both days inclusive). Our Annual General Meeting is scheduled to be held on 27-09-2016.
Amount, if any, which it proposes to carry to any Reserves.
The Company proposes to transfer a sum of Rs.81,37,343.00 to General Reserves.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT.
There is no occurrence of material change and commitment made between the end of the Financial Year and date of this Report which has affected the Financial Position of the Company.
5..BOARD OF DIRECTORS, CONSTITUTION, MEETINGS DURING THE YEAR Etc.,
The Company is managed by the Board of Directors majority of whom are nominated by Government of Karnataka and act as Nominee Directors. The Board as on the date of this Report consists of the following Directors :
DIN
a | Mr. Anantha | Chairman | 07210749 | b | Mr. M.V.Hemanth Kumar | Managing Director | 00494787 | c | Smt. NR Jaganmatha | Director | 07397768 | d | Mr. M.G Narayan | Director | 07078626 | e | Smt. L.Rajeswari | Director | 02559992 | f | Mr. Channabasappapa | Director | 06980897 |
Smt.L.Rajeswari, Director, retires by rotation at the ensuing general meeting.
Smt.L.Rajeswari, Director, retires by rotation and being eligible, has offered himself to be re-appointed. Smt.L.Rajeswari, is a Senior Government Official from Government of Karnataka. she does not hold any equity shares in the company.
MEETINGS OF THE BOARD: Four Board Meetings were held during the Financial Year ended on 31st March, 2016. These meeting were held on 06-07-2015, 21-08-2015,02-12-2015 and 5th March 2016.The maximum gap between the two meetings was well within the statutory limits prescribed. The attendance of directors at the Board Meetings held during the year ended 31st March, 2016 and at the previous General Meeting was as under
Name of the Director
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Board Meetings during the period April 01, 2015 to March 31, 2016.
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Whether present at the previous AGM held on 28th September 2015
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| Held | Attended |
| Mr. Anantha | 4 | - | Yes | Mr. M.V. Hemantha Kumar | 4 | 4 | Yes | Smt. L. Rajeshwari | 4 | 3 | Yes | Mr. Shivashankar | 4 | 2 | - | Mr. Channabasappa | 4 | 3 | - | Mr. M. D. Ravindranath | 4 | 1 | - | Mr. M.G. Narayan | 4 | 2 | Yes | Smt. N.R. Jaganmatha | 4 | 1 | - |
Audit Committee: The Board had constituted an Audit Committee comprising of the following Directors as Members:
(i) Mr. Anantha : Chairman
(ii) Mr. M.V.Hemanth Kumar : Member
(iii) Smt. L. Rajeshwari : Member
The Audit Committee met only on 5th March 2016, to discuss some financial issues.
The constitution of Audit Committee is not applicable to our Company. However,the same is constituted voluntarily. Similarly the constitution of Nomination and Remuneration Committee and Stakeholders Relationship Committee is also not applicable.
Formal Annual Evaluation of the Board and its Diversity.
Your Company is a State Government Company and your Directors are evaluated and appointed by the Department of Commerce and Industries, a Department of the Government of Karnataka, as per its own evaluation methodology. Board Diversity is ensured by the appointing Authority. MCA vide notification dated 5th June 2015 has exempted the Government Companies from formal annual evaluation, by the board, of its own performance.
DIRECTORS RESPONSIBILITY STATEMENT.
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm and declare that: -
i) in the preparation of annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, wherever is applicable;
ii) 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 an fair view of the
state of affairs of the Company at the end of Financial Year and the profit of the Company
for that period.
iii) the Directors had 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.
iv) the Directors had prepared the annual accounts on a going concern basis.
v) 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.
SHARE CAPITAL.
The authorized share capital of the company stood unaltered at Rs.1,50,000,00/- the Issued, subscribed and paid up share capital of the company stood unaltered at Rs.1,03,65,500/-.
Issue of equity shares with differential rights: There is no issue of equity shares with differential rights during the year. Hence, disclosure as provided under Rule 4(4) of companies (share capital and Debentures) Rules,2014, is not applicable.
Issue of sweet equity shares: The company has not issued any sweat equity share during the year under report and hence, disclosure as provided under Rule 8(13) of compaines (share capital and Debentures) Rules,2014,is not applicable.
Issue of employee stock option: The company has not issued any stock option to its \employees and hence, disclosure as provided under Rule 12(9) of companies (share Capital and Debentures) Rules, 2014,is not applicable.
Buy back of Securities : The Company as not bought back any of its securities during the financial year under report.
Bonus shares : The Company has not issued any bonus shares during the financial year under report.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO.
The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the companies (Accounts) Rules, 2014, are set out below:
Conservation of Energy:
The company continued its emphasis of energy conversation through monitoring and, disclosure requirements are not applicable to the company as it is not covered in the list of industries that are required to furnish such details in Form A.
TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION:
The Company has not imported any technology during the year and continues to use the latest technologies available in-house for improving the productivity and quality of goods manufactured
Specific areas in which R & D was carried out by the company:
Expenditure incurred on Research & Development @ Rs.25 lakh (Rupees twentyfive lakh only) was paid to National physical Laboratory (NPL),a Govt of India Enterprise, New Delhi, to carryout R & D activities on Indelible Ink Marker Pen (IIMP) on behalf of the company.
FOREIGN EXCHANGE EARNINGS & OUT GO:
Foreign Exchange earnings & out go on account of Revenue or Capital Expenses are as follows:
a) Foreign Exchange earnings from Exports : Rs.44,69,194-00
(Previous Year-
Rs.86,77,140-00)
b) Foreign Exchange earnings from Others : Rs. Nil
(Previous Year- Nil)
c) Net Foreign Exchange Earnings : Rs.44,69,194-00
(Previous Year-
Rs.86,77,140-00)
Particulars of Contracts or Arrangements with Related Parties.
The Company did not enter into any related party transactions that needs to be disclosed in Form AOC-2.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS.
Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the Companies Act, 2013, are furnished in the notes to Financial Statements which forms part of the Annual Report.
RISK MANAGEMENT POLICY:
Your Company has well defined policy framework for Enterprise Risk Management formulated by the Internal Auditor of the Company, Managers, who are continuously monitoring the risks pertaining to their area. Risk Management Committee monitors and evaluates the Risks overview document once in a quarter and recommends the same to the Audit Committee for evaluation.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.
There were no significant and material Orders passed by any Regulators or Courts that would impact the going concern status of the Company and its future operations.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR
Your Company neither does have nor had any Subsidiaries, Joint Ventures or Associate Companies.
15. CORPORATE SOCIAL RESPONSIBILITY. (CSR)
a. Brief outline of the Company’s CSR policy
To direct MPVL's CSR Programme, inter alia, towards achieving one or more of the following –
Enhancing environmental and natural capital; supporting rural development; promoting education including skill development; providing preventive healthcare, providing sanitation and drinking water; creating livelihoods for people, especially those from disadvantaged sections of society, in rural and urban India and preserving and promoting sports.;
To develop the required capability and self-reliance of beneficiaries at the grass roots, in the belief that these are prerequisites for social and economic development;
To engage in affirmative action/interventions such as skill building and vocational training, to enhance employability and generate livelihoods for persons including from disadvantaged sections of society;
To pursue CSR Programmes primarily in areas that fall within the economic vicinity of the Company's operations to enable close supervision and ensure maximum development impact;
To carry out CSR Programmes in relevant local areas to fulfill commitments arising from requests by government/regulatory authorities and to earmark amounts of monies and to spend such monies through such administrative bodies of the government and/or directly by way of developmental works in the local areas around which the Company operates. To carry out activities at the time of natural calamity or engage in Disaster Management system;
To contribute to the Prime Minister’ National Relief Fund or any other fund set up by the Central Government or the State Government for socio-economic development and relief and funds for the welfare of the Scheduled Caste, the Scheduled Tribes, other backward classes, minorities and women;
To contribute or provide funds to technology incubators located within academic institutions which are approved by the Central Government;
To contribute to any fund setup by the Central Government or State Government(s) including Chief Minister’s Relief Fund, which may be recognized as CSR activity;
Objectives of CSR Policies
To ensure an increased commitment at all levels in the Organization, to operate its business in an economically, socially and environmentally sustainable manner, while recognizing the interests of the all its Stake Holders. Further to take up programs that benefit the communities in and
around its offices and results over a period of time, in enhancing the quality of life and economic well being of the local populace.
To generate through its CSR initiatives, a community goodwill for MPVL and help reinforce a positive and socially responsible image of the Company as a Corporate entity.
Composition of the CSR Committee (as on 31/03/2016)
Sl No.
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CSR Committee
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Designation
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01.
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Anantha
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Chairman
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02.
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L. Rajeshwari
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Member
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03.
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M.V.Hemanthkumar
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Member
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Average Net Profit of the Company for the last 3 Financial Years.
The Average Net Profit of the Company for the last 3 Financial Years is Rs.7,40,94,830.00 (Rupees Seven Crore Fourty Lakh Ninetyfour Thousand eight hundred thirty Only)
Particulars
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Amount (in Rs.)
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PBT – FY 2012-13
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2,22,95,400.00
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PBT – FY 2013-14
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13,34,38,526.00
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PBT – FY 2014-15
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6,65,50,563.00
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TOTAL
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22,22,84,489.00
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Average of last 3 Financial Years
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7,40,94,830.00
| CSR Budget 2015-16 | 14,81,897.00 |
Details of CSR spent during the Financial Years-2015-16Sl No. | Particulars | Amount | Activity | 1 | Rotary West Association ®, Mysore | 1,00,000.00 | Financial assistance for buying Computer to School. | 2 | The President, Bhagavan budha social & education society® Mandya Dist. | 1,00,000.00 | Financial assistance for welfare of the school like: pure drinking water, Toilets & other education purpose. | 3 | The president, SDMC,Govt.Middle Girls School, Thilak Nagar, Mysore | 30,000.00 | Financial Assistance for welfare of the School like: pure drinking water, Toilets & other education purpose. | 4 | The president, SDMC,Govt.HPS Nerale, Najangud Taluk. | 1,00,000.00 | Financial Assistance for welfare of the School like: pure drinking water, Toilets & other education purpose. | 5 | The Secretary Milinda Vidhya samthe ® Mysore. | 1,00,000.00 | Financial Assistance for welfare of the School like: pure drinking water, Toilets & other education purpose | 6 | The president, SDMC, Adijambava GHPS Mysore | 50,000.00 | Financial Assistance for welfare of the School like: pure drinking water, Toilets & other education purpose.. | 7 | The Secretary Noorul Islam Sabha ®,Mysore | 50,000.00 | Financial Assistance for welfare of the School like: pure drinking water, Toilets & other education purpose.. | 8 | The President, Jayalakshidevi Smaraka Vidya Samste, Mysore | 1,00,000.00 | Financial Assistance for welfare of the School like: pure drinking water, Toilets & other education purpose.. | 9 | The President, Sulthan E Hind School, Mysore. | 50,000.00 | Financial Assistance for welfare of the School like: pure drinking water, Toilets & other education purpose.. | 10 | The Secretary RGA High School, Mysore | 50,000.00 | Financial Assistance for welfare of the School like: pure drinking water, Toilets & other education purpose.. |
| The President, GAPS, Jalpuri, Mysore. | 50,000.00 | Financial Assistance for welfare of the School like: pure drinking water, Toilets & other education purpose.. |
| Total (Rs.) | 7,80,000.00 | - |
Reasons for unspent balance.
Out of the earmarked amount of Rs.14 81,897/- an amount of Rs.7,80,000/- was spent by the Company on various CSR Programmes mentioned supra. However an amount of Rs.7,01,897/- which was earmarked for CSR could not be utilized since the company could not find the right NGO that would satisfy the required conditions for such activities. The Board shall ensure that unspent amount of CSR shall be utilized in the coming years.
A Responsibility Statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and policies of the Company.
We hereby declare that the implementation and monitoring of CSR policy is in compliance with CSR objectives and policies of the company.
16 Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2015-16:
No of complaints received: (Nil)
No of complaints disposed (Nil)
17 HUMAN RESOURCES AND INDUSTRIAL RELATION.
Your Company continues to enjoy cordial and harmonious relations with all its Employees. Not a single man hour was lost on account of any Industrial Disturbance during the Financial Year 2015-16. Your Directors also wish to the place on record their appreciation for the sincere service rendered by the employees during the year.
18 EXTRACT OF THE ANNUAL RETURN.
Information required to be disclosed pursuant to Section 134(3)(a) of the Companies Act, 2013, with respect to the details forming part of the extract of the Annual Return in Form MGT-9 are furnished in Annexure A which forms part of this Report.
19 DELISTING OF EQUITY SHARES OF THE COMPANY.
All Share Transfer and Registrar’s Works are carried in house at the Registered Office of the Company.
Mr.C.Harakumar, is designated as Company Secretary –In Charge and is the Compliance Officer of the company.
86,155 Equity Shares of the Company were exclusively listed in Bangalore Stock Exchange. The Bangalore Stock Exchange has been de-recognized on an Application made by it voluntarily.
The Equity Shares of the Company have been placed in the Dissemination Board of the Bombay Stock Exchange (BSE). Pursuant to the notification of the Companies Act, 2013, your Company is no longer a Listed Company (going by the Definition given in the Act). SEBI vide its Circular bearing No.CIR/MRD/DSA/05/2015 dated 17th April 2015 has mandated exclusively Listed Companies of de-recognized Stock Exchanges to either get themselves listed in a Stock Exchange having Nationwide Trading Terminal or to get the Equity Shares delisted. Since the Company does not wish to get its Equity Shares listed in any other Stock Exchange, the Board proposes to take the required steps in getting the Equity Share delisted.
20 FIXED DEPOSITS.
The Company has not accepted any Amount that would fall within the meaning of the term “Deposits” as defined under the provisions of the Companies Act, 2013 and the Rules made thereunder during the Year under Report.
21 RIGHT TO INFORMATION ACT.
No of Applications Received during 2015-16 | No of Applications Disposed off | No of Cases in which information was denied | 07 | 07 | Nil |
AUDITORS.
STATUTORY AUDITORS.
M/s.Khicha & Prabhu Keshavan., Chartered Accountants, Chennai are the auditors appointed as per the provisions of Section 139 of the Companies Act, 2013, for the year 2015-16.
The comments/ observations of the auditors are noted and replies furnished in the annexure to this report.
In terms of the provisions of the Companies Act, 2013 and the Rules made thereunder the remuneration payable to the auditors, shall be fixed by the Company at the Annual general Meeting and members consent for the same is sought.
INTERNAL AUDITORS.
M/s P.S & Co, Chartered Accountants was appointed as Internal Auditor, during the FY 2015-16.
COST AUDITORS.
Mr. Purushotham, Cost Accountant, was appointed as Cost Auditor to maintain Cost Records during the FY 2015-16.
In terms of provision of the Companies Act, 2013 and Rules made there under, the Comments of the Comptroller & Auditors general of India’ on the Accounts of the Company for the year ended 31st March, 2016 are annexed to the report.
23. OTHER INFORMATION
a. General Body Meetings: The Venue, date and time of the Annual General Meetings held
during the preceding three years and Special Resolutions passed there at are as under: :
Year | Venue | Date & Time | Special Resolution passed | 2012-13 | Registered Office | 28.09.2013 (3.30pm) | Special Resolution was passed | 2013-14 | Registered Office | 27.09.2014 (3.30pm) | Special Resolution was passed | 2014-15 | Registered Office | 28.09.2015 (3.30pm) | Special Resolution was passed |
The Company has not convened any Extra- Ordinary General Meetings during the Preceding three years.
b. General Shareholders Information:
i) Date, time and venue of the 70th Annual General Meeting: 27TH Sept 2016, at Registered
Office of the Company at 3.30pm.
ii) Financial Calendar : 01.04.2015 to 31.03.2016
iii) Book Closure Date: The Register of Members & Share Transfer Books of the company
will be closed from 19-09-2015 to 27-09-2016 (both days inclusive) for the purposes of 70th
Annual General Meeting.
iv) Dividend Payment Date : The Dividend as recommended by the Board, if approved by the
Shareholders at the 70th Annual General Meeting on 27-09-2016 shall be paid on 27-10-2016.
All Share Transfer and Registrar’s Works are carried in house at the Registered Office of the Company.
Mr. C. Harakumar, is designated as Company Secretary (In Charge) and is the Compliance Officer of the company.
27 ACKNOWLEDGEMENTS.
The Board wishes to place on record its appreciation for the co-operation and assistance extended by the Government of Karnataka, Government of India and State Bank of Mysore. Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees during the year. The Board also places on record its appreciation to all the Shareholders of the Company for their continued support and cooperation.
Place: Bangalore By Order of the Board.
Date: 22-08-2016
Sd/-
(Anantha)
CHAIRMAN
MYSORE PAINTS AND VARNISH LTD., MYSORE
NEW BANNIMANTAP EXTENSION, MYSORE - 15
Addendum to Directors Report on the statutory Auditor’s observations on the Accounts of the Company for the years ended31st March, 2016.Para No. | Refer Statutory Auditor’s Report | Replies | 1. | Trade Receivables | Out of Rs.40,62,785.00 trade receivable which are older than 3 years the company has obtained decree for recovery up to Rs.14.02 lakh’s & 9.20 lakh’s are due from NGEF Rs.4.07 Lakh are due from KSRTC,Rs.5.05 lakh due from Govt Dept and Rs.4.98 lakh due from Sugar Industries & Rs.3.31 lakh due from Other for which action has been taken to recover and to make necessary provision. | 2. | Company’s Advances | The company made advance amounting to Rs.11,71,127/- pertains to amount receivable from BPCL for which company, has filed case and obtained decree, the matter is in high court action will be taken as per the orders of the court. | 3. | Liability for Leave Encashment | Liability for leave encashment is made as per actuarial assumption method as per AG’s AE issued before last year. The action will be taken to follow AS 15 actuarial valuation as per AS15. | 4. | Fixed Assets | In order to assess the impairment of loss of Fixed Assets, the assignment of physical verification of fixed assets has been entrusted to the internal auditors and the same has been carried out by the internal auditors and have already submitted the physical inspection report. In order to ascertain the impairment loss of an asset which is the carrying cost of an asset in excess of its recoverable amount, the recoverable value of each item of fixed assets including plant and machinery, furniture and fixtures, computer and accessories, electrical equipment’s, vehicles etc.has to be ascertained. The same is under process and will be able to ascertain the impairment loss of fixed assets in the coming years. |
For & on Behalf of the Board
By Order of the Board
Sd/-
CHAIRMAN
Place: Mysore
Date: 22.08.2016.Description of state of companies affair1.RESULTS OF OPERATION (Rs in Lakhs) Particulars 2015-16 2014-15 Turnover (Gross) 3823.80 2575.14 Total Expenses 2420.32 1869.54 Other Income 264.42 239.41 Profit before Tax 1250.36 665.51 Profit after Tax 813.73 444.21 The Company manufactured 391.00 MT (Previous Year- 343.93 MT) of Paints & allied products. Details regarding energy conservation9. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUT GO. The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the companies (Accounts) Rules, 2014, are set out below: Conservation of Energy: The company continued its emphasis of energy conversation through monitoring and, disclosure requirements are not applicable to the company as it is not covered in the list of industries that are required to furnish such details in Form A. Details regarding technology absorptionTECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION: The Company has not imported any technology during the year and continues to use the latest technologies available in-house for improving the productivity and quality of goods manufactured Specific areas in which R & D was carried out by the company: Expenditure incurred on Research & Development @ Rs.25 lakh (Rupees twentyfive lakh only) was paid to National physical Laboratory (NPL),a Govt of India Enterprise, New Delhi, to carryout R & D activities on Indelible Ink Marker Pen (IIMP) on behalf of the company. Details regarding foreign exchange earnings and outgoFOREIGN EXCHANGE EARNINGS & OUT GO: Foreign Exchange earnings & out go on account of Revenue or Capital Expenses are as follows: a) Foreign Exchange earnings from Exports : Rs.44,69,194-00 (Previous Year- Rs.86,77,140-00) b) Foreign Exchange earnings from Others : Rs. Nil (Previous Year- Nil) c) Net Foreign Exchange Earnings : Rs.44,69,194-00 (Previous Year- Rs.86,77,140-00) Disclosures in director’s responsibility statement7. DIRECTORS RESPONSIBILITY STATEMENT. Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm and declare that: - i) in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever is applicable; ii) 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 an fair view of the state of affairs of the Company at the end of Financial Year and the profit of the Company for that period. iii) the Directors had 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. iv) the Directors had prepared the annual accounts on a going concern basis. v) 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.
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