Get Updates

Get notified about market trends, financial advice, and investment tips!

A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of SPL Industries Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 33rd Annual Report of the Company together with the audited financial statements for the financial year ended March 31st, 2024.

1. Corporate Overview

Your company is a leading exporter of Knitted fabric and Knitted garments. The Company exports its products to United States and European Markets.

2. Financial Highlights

As mandated by the Ministry of Corporate Affairs, your company has prepared the financial statements for the year ended March 31, 2024 as per Indian Accounting Standard (''IND AS'') notified under Sec 133 of the Companies Act, 2013 read with notification no. G.S.R. 111(E) dated 16.02.2015 as amended fromtime to time. The Standalone financial performance of the Company during the financial year 2023-24 as compared to the previous financial year 2022-23 is summarized below:

Particulars	Standalone (In Lakhs)
Particulars	For the year ended March 31, 2024	For the year ended March 31, 2023
Sales and other Income
Revenue from operations	19,924.89	28,466.79
Other Income	1,169.19	1,369.79
Total Revenue	21,094.08	29,836.57
Profit Before Interest and Depreciation	2,164.12	3,782.46
Less: Finance Charges	242.21	212.22
Depreciation	312.52	278.46
Profit/Loss before exceptional items and tax	1,609.39	3,291.78
Exceptional items-
Prior period expenses	0.64	85.79
Net Profit Before Tax	1,608.75	3,205.99
Less: Provision for Tax	433.63	822.40
N et Profit After T ax	1,175.11	2,383.59
Share Of Profit/ (Loss) Of Associates	0.00	0.00
Net Profit after share of profit of Associates	1,175.11	2,383.59
Earnings Per Share	4.05	8.22

3. Financial Performance

The Company continues to maintain its market leadership across markets during the year under review. Strong growth access to garments segment despite the inflationary trends in material costs. Your Company continued to build good relationship with its customers. The quality in our products is a prime motto of our business. At SPL, people are highly devoted towards the operations and are also partners in growth. During the year under report, there was a sustained focus to increase strength of your company and sharpen competitive advantages with a view towards long term value creation.

Your Company is financially strong & self-reliant in terms of funds generation and debt servicing. However, your Directors are expecting better results both in terms of operations of the Company and its financial position.

4. Standalone Performance

On a standalone basis, your company reported the revenue from operation and other income was Rs. 21,094.08 lakhs against Rs. 29,836.57 lakhs for the previous financial year. The net profit for the year was Rs. 1175.11 lakhs against Rs. 2,383.59 lakhs reported in the previous year. The EPS from continuing operations for the reporting year was Rs. 4.05

5. Operational Highlights

The operations are exhaustively discussed in the ''Management Discussion and Analysis'' forming part of the annual report.

6. Dividend and Transfer to Reserve

In order to conserve the resources, your Board has decided not to declare any dividend for the financial year 2023-24. Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However, during the year your company has remained to be a small cap company and hence this regulation does not apply to the Company.

7. Share Capital

The paid-up equity share capital as on March 21, 2024 was Rs. 29.00 Crores consisting of 2,90,00,004 equity shares of Rs. 10/- each fully paid-up.

8. Transfer to Investors Education and Protection Fund

The Company had no liability to transfer any unpaid/unclaimed equity shares and/or dividends up to the financial year 2015-16 to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of Companies Act 2013.

9. Change in Nature of Business

During the year under review, there was no change in the nature of the business.

10. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of India Limited.

11. Deposits

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed thereunder.

12. Extract of Annual Return

Pursuant to Sub-Section (3) of Section 92 read with clause (a) of Sub-Section (3) of Section 134 of the Act, the Annual Return of the company for the financial year 2023-24, is available on the Company''s website at https://www.spllimited.com/investors.htm

13. Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

14. Particulars of Loans, Guarantees or Investment by the Company

During the year under review, no loan, guarantees and investments pursuant to the provisions of Section 186 of the Act and SEBI (LODR) Regulations, 2015, were made by the Company. However, loans and Investments covered under the provision of the said section are given in the notes to financial Statements.

15. Board of Directors and Key Managerial Personnel (KMP)

During the year under review and between the end of the financial year and date of this report, the following are the changes in directors and Key Managerial Personnel of the Company.

(i) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company, Mrs. Shashi Agarwal (DIN: 06687549), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Item seeking her re-appointment along with her detailed profile has been included in the notice convening the AGM.

(ii) During the year under review, meetings of the Board of Directors and its Committees were held, details of which are set out in the Corporate Governance Report which forms part of this Report.

16. Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Regulation 16 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time. Based on the confirmation/ disclosure received from the directors, the Non-Executive Directors namely Mr. Sudeepta Ranjan Rout, Mr. Vikash Jalan and Mr. Varun Bansal are treated as independent as on March 31, 2024.

In the opinion of the Board, the Independent Directors are persons with integrity, expertise and experience in the relevant functional areas. Requirements of online proficiency self-assessment test in terms of Rule 6(4) of The Companies ( Appointment and Qualifications of Directors) Rules, 2014 will be compiled within the prescribed timeline, if the same is applicable to each of them

Under the relevant provisions of the Act and the Listing Regulations, one separate meeting of the Independent Directors was held during 202324. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity.

17. Directors Responsibility Statement

Pursuant to the requirement under Sec 134 (5) of the Act, the Board of Directors of the Company hereby state and confirm that;

a) in the preparation of the Annual accounts for the year ended March 31, 2024, the applicable accounting standard have been followed along with proper explanation relating to the material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

18. Board Evaluation and Familiarization Programme

One of the key functions of the Board is to monitor and review the Board Evaluation Framework. The Board works with the Nomination and Remuneration Committee to lay down the evaluation criteria for the performance of the Chairman/the Board, Committees of the Board, Executive, Non-Executive and Independent Directors through peer evaluation, excluding the director being evaluated. Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, an annual performance evaluation of the Board/Committees/Directors was undertaken.

The Board subsequently evaluated its own performance, the working of its Committees, Individual Directors and Independent Directors without participation of the relevant Director(s). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is to this Report.

Further, the Independent Directors of the Company met on August 10, 2023 to review the performance of the Nonexecutive directors, Chairman of the Company and the access of the quality, quantity and timeliness of flow of information between the Company management and the Board to effectively perform their duties.

19. Policy on Director''s Appointment and Remuneration and other details

The Company''s policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Act is available on our websitewww.spllimited.com We affirm that remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Some of the salient features of which are as follows:

(i) To regulate the appointment and remuneration of directors, key managerial personnel and the senior management personnel;

(ii) To identify persons who are qualified to become directors as per the criteria/ Board skill matrix identified by the Board;

(iii) To ensure proper composition of Board of Directors and Board diversity;

(iv) To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors, key managerial personnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to Company''s working and its goals.

20. Board Meetings

Detailed composition of the Board of Directors, its number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

21. Board Committees

Detailed composition of committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, its number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

22. Risk Management

Pursuant to the sub-regulation 5 of Regulation 21 of Listing Regulations, the constitution of Risk Management Committee is not applicable to the company.

23. Corporate Social Responsibility

Your Company believes in touching some of the important aspects of human life. The Company implements CSR through multiple trust/ societies through which it operates and efforts are revolved around several projects relating to Social Empowerment and Welfare, Infrastructure Development, Sustainable Livelihood, Health Care and Education during the year under review. These projects are in accordance with Schedule VII of the Act and its CSR policy.

The brief report of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in

Annexure- A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

The Corporate Social Responsibility Policy (CSR Policy) indicating the activities to he undertaken by the Company are available on your Company''s website www.spllimited.com.

24. Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms an integral part of this Report which is Annexed as Annexure- B

25. Business Responsibility Report

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report is not mandatory over your Company, hence the same does not form part of the Director''s Report.

26. Corporate Governance

A separate section on parameters of statutory compliance evidencing the standards expected from a listed entity have been duly observed and a report on Corporate Governance as well as certificate from company secretary in practice confirming compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of this Report as Annexure- C

27. Vigil Mechanism

The Company has a Vigil Mechanism to report concern about unethical behavior, actual or suspected fraud or violation of Company''s code of conduct by the Directors and employees. The vigil mechanism is disclosed in the website of the company viz., www.spllimited.com

28. Related Party Transaction

All transactions or arrangements entered into with the related parties for the year under review were on arm''s length basis and in the ordinary course of business. Hence the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is enclosed as Annexure- D.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz., www. spllimited.com

29. Internal Control System and their adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The Internal and operational audit is entrusted with M/s. Vats & Associates, a firm of Chartered Accountants. The main thrust of Internal Audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal financial control systems w.r.t. the financial statements and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism

The Audit Committee of the Board of Directors, Independent Auditors and the Finance department have periodically been appraising the significant internal audit observations and the corrective actions have been taken. The Audit Committee places a key role in providing assurance to the Board of Directors.

Internal financial controls have been discussed under the head ''MD/CFO Certification'' in the Corporate Governance Report.

30. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchanges earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (accounts) Rules, 2014 as amended from time to time is annexed as Annexure - E and forms an integral part of this Report.

31. Business Risk Management

Your Company continues to strengthen its robust Risk Management Framework and the same was reviewed by the Audit Committee periodically. The Committee meets for focused interaction with business, identifying and prioritizing strategic, operational risk and formulating appropriate mitigation strategies and conducting frequent review of the progress on the management of the identified risk. Your company believes that managing risk helps in maximizing return. The company''s approach in addressing business risks includes periodical review of such risks and thereby mitigating it effectively. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

The Company through its Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committee''s objective is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business.

32. Auditors

a. Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, M/s Raghu Nath Rai & Co., Chartered Accountants (FRN- 000451N) were appointed as Statutory Auditors of the company for a period of 5 (Five) years at the 30th AGM of the Company held in 2021 till the conclusion of the 35th Annual General Meeting of the company. Further the report of the Statutory Auditors along with notes to financial statements is enclosed to this Annual Report. The Auditors'' Report does not contain any qualification, reservation, disclaimer or adverse remarks.

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company re-appointed M/ s. Agarwal S & Associates, Practicing Company Secretaries, Delhi to conduct the Secretarial Audit for the financial year 2023-24. The Audit Report issued by the Secretarial Auditors for the said Financial Year forms part of this Report and is set out in Annexure - F which is a self-explanatory. The Auditors'' Report does not contain any qualification, reservation, disclaimer or adverse remarks.

c. Internal Auditors

M/ s. Vats & Associates, Chartered Accountants continue to be the Internal Auditors of the company for the financial year 2023-24.

33. Significant & Material Orders passed by the Regulators or Courts

There were no significant and material orders passed by the Regulators and/or courts.

34. Environment & Safety

The Company is conscious of the importance of environment friendly and safe operations. The company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. The following is a summary of sexual harassment complaints received and disposed off during the reporting period:

A. No. of complaints received: Nil

B. No. of complaints disposed off: Nil

C. No. of complaints pending: Nil

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Act.

35. Human Resources

Your Company believes that its manpower is an asset for the company and enjoys a strong brand image as a preferred and caring employer. The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. Value-based HR programmes have enabled your Company''s HR team to become strategic partners for the business. Your company laid stress to build a women-friendly workplace by introducing various initiatives for the development of women employees in the organization. Your Company has focused on internal talents and nurtures them through the culture of continuous learning and development, thereby building capabilities for creating future leaders. Your company''s initiatives like a hiring freeze at some levels, robust talent review, career development conservations and best-in- class development opportunities, which will help to enhance the employees experience at your Company. The Company''s Human Resources plays a critical role in your Company''s talent management process.

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - G and forms a part of this report. Information relating to remuneration of Directors under Section 197 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given in Annexure- H to the Director''s Report.

36. Subsidiaries, Associates and Joint-Ventures

During the Financial Year 2023-24, no company became and/or ceased to be an Associate, Subsidiary or Joint-Venture company of your Company.

37. Certificate of Non-Disqualification

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certificate confirming non-disqualification of directors of the company forms part of the Corporate Governance Report.

38. General

Your Directors state that 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. there were no frauds reported by the auditors under provisions of the Companies Act, 2013;

B. Issue of equity shares with differential rights as to dividend, voting or otherwise;

C. There were no revisions in the financial statements;

D. Issue of share (including sweat equity shares) to employees of the Company under any scheme as permitted under any provision of Companies Act, 2013,

E. Companies are not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

39. Acknowledgments

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Mar 31, 2023

The Directors have pleasure in presenting the 32nd Annual Report of the Company together with the audited financial statements for the financial year ended March 31^s1, 2023.

1. Corporate Overview

Your company is a leading exporter of Knitted fabric and Knitted garments. The Company exports its products to United States and European Markets.

2. Financial Highlights

As mandated by the Ministry of Corporate Affairs, your company has prepared the financial statements for the year ended March 31, 2023 as per Indian Accounting Standard (''IND AS'') notified under Sec 133 of the Companies Act, 2013 read with notification no. G.S.R. 111(E) dated 16.02.2015 as amended fromtime to time. The Standalone financial performance of the Company during the financial year 2022-23 as compared to the previous financial year 2021-22 is summarized below:

Particulars	Standalone (In Lakhs)
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Sales and other Income
Revenue from operations	28,466.79	19,786.96
Other Income	1,369.79	1,004.30
Total Revenue	29,836.57	20,791.26
Profit Before Interest and Depreciation	3,782.46	3,181.15
Less: Finance Charges	212.22	75.13
Depreciation	278.46	240.50
Profit/Loss before exceptional items and tax	3,291.78	2865.52
Exceptional items-
Prior period expenses	85.79	-
Net Profit Before Tax	3,205.99	2,865.52
Less: Provision for Tax	822.40	757.10
N et Profit After T ax	2,383.59	2,108.42
Share Of Profit/ (Loss) Of Associates	0.00	0.00
Net Profit after share of profit of Associates	2,383.59	2,108.42
Earnings Per Share	8.22	7.27

3. Financial Performance

The Company continues to maintain its market leadership across markets during the year under review. Strong growth access to garments segment despite the inflationary trends in material costs, the company achieved record turnover and through effective cost control measures been able to achieve higher profit. Your Company continued to build good relationship with our customers. The quality in our products is a prime motto of our business. At SPL, people are highly devoted towards the operations and are also partners in growth. During the year under report, there was a sustained focus to increase strength of your company and sharpen competitive advantages with a view towards long term value creation.

Your Company is financially strong & self-reliant in terms of funds generation and debt servicing. A constant rise in turnover of the Company is apparent. However, your Directors are expecting better results both in terms of operations of the Company and its financial position.

4. Standalone Performance

On a standalone basis, your company reported the revenue from operation and other income was Rs. 29,836.57 lakhs against Rs. 20,791.26 lakhs for the previous financial year. The net profit for the year was Rs. 2,383.59 lakhs against Rs. 2,108.42 lakhs reported in the previous year. The EPS from continuing operations for the reporting year was Rs. 8.22

5. Operational Highlights

The operations are exhaustively discussed in the ''Management Discussion and Analysis'' forming part of the annual report.

6. Dividend and Transfer to Reserve

In order to conserve the resources, your Board has decided not to declare any dividend for the financial year 2022-23. Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

7. Share Capital

The paid-up equity share capital as on March 21, 2023 was Rs. 29.00 Crores consisting of 2,90,00,004 equity shares of Rs. 10/- each fully paid-up.

8. Transfer to Investors Education and Protection Fund

9. Change in Nature of Business

During the year under review, there was no change in the nature of the business.

10. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of India Limited.

11. Deposit

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed thereunder.

12. Extract of Annual Return

Pursuant to Sub-Section (3) of Section 92 read with clause (a) of Sub-Section (3) of Section 134 of the Act, the Annual Return of the company for the financial year 2022-23, is available on the Company''s website at https://www.spllimited.com/investors.htm

13. Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

14. Particulars of Loans, Guarantees or Investment by the Company

15. Board of Directors and Key Managerial Personnel (KMP)

During the year under review and between the end of the financial year and date of this report, the following are the changes in directors and Key Managerial Personnel of the Company.

(i) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company, Mr. Vijay Kumar Jindal (DIN: 00231517), Wholetime Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Item seeking his re-appointment along with his detailed profile has been included in the notice convening the AGM.

(ii) During the year under review, meetings of the Board of Directors and its Committees were held, details of which are set out in the Corporate Governance Report which forms part of this Report.

16. Independent Directors

In the opinion of the Board, the Independent Directors are persons with integrity, expertise and experience in the relevant functional areas. Requirements of online proficiency self-assessment test in terms of Rule 6(4) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 will be compiled within the prescribed timeline, if the same is applicable to each of them

Under the relevant provisions of the Act and the Listing Regulations, one separate meeting of the Independent Directors was held during 2022

23. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity.

17. Directors Responsibility Statement

Pursuant to the requirement under Sec 134 (5) of the Act, the Board of Directors of the Company hereby state and confirm that;

a) in the preparation of the Annual accounts for the year ended March 31, 2023, the applicable accounting standard have been followed along with proper explanation relating to the material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended for that period;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

IS. Board Evaluation and Familiarization programme

One of the key functions of the Board is to monitor and review the Board Evaluation Framework. The Board works with the nomination and remuneration Committee to lay down the evaluation criteria for the performance of the Chairman/the Board, Committees of the Board, executive, non executive and Independent directors through peer evaluation, excluding the director being evaluated. Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, an annual performance evaluation of the Board/Committees/Directors was undertaken.

Further, the Independent Directors of the Company met on August 10, 2022 to review the performance of the Nonexecutive directors, Chairman of the Company and the access of the quality, quantity and timeliness of flow of information between the Company management and the Board to effectively perform their duties.

19. Policy on Director''s Appointment and Remuneration and other details

Some of the salient features of which are as follows:

(i) To regulate the appointment and remuneration of directors, key managerial personnel and the senior management personnel;

(ii) To identify persons who are qualified to become directors as per the criteria/ Board skill matrix identified by the Board;

(in) To ensure proper composition of Board of Directors and Board diversity;

(iv) To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors, key managerial

personnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to Company''s working and its goals.

20. Board Meetings

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

21. Board Committees

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

22. Risk Management

Pursuant to the sub-regulation 5 of Regulation 21 of Listing Regulations, the constitution of Risk Management Committee is not applicable to the company.

23. Corporate Social Responsibility

The brief report of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

The Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company are available on your Company''s website www.spllimited.com.

24. Management Discussion and Analysis

25. Business Responsibility Report

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report is not mandatory over your Company, hence the same does not form part of the Director''s Report.

26. Corporate Governance

27. Vigil Mechanism

28. Related Party Transaction

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz., www.spllimited.com.

29. Internal Control System and their adequacy

Internal financial controls have been discussed under the head ''MD/CFO Certification'' in the Corporate Governance Report.

30. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

31. Business Risk Management

believes that managing risk helps in maximizing return. The company''s approach in addressing business risks includes periodical review of such risks and thereby mitigating it effectively. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

32. Auditorsa. Statutory Auditors

b. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company re-appointed M/s. Agarwal S & Associates, Practicing Company Secretaries, Delhi to conduct the Secretarial Audit for the financial year 2022-23. The Audit Report issued by the Secretarial Auditors for the said Financial Year forms part of this Report and is set out in Annexure - F which is a self-explanatory. The Auditors'' Report does not contain any qualification, reservation, disclaimer or adverse remarks.

c. Internal Auditors

M/ s. Vats & Associates, Chartered Accountants continue to be the Internal Auditors of the company for the financial year 2022-23.

33. Significant & Material Orders passed by the Regulators or Courts

There were no significant and material orders passed by the Regulators and/or courts.

34. Environment & Safety

A. No. of complaints received: Nil

B. No. of complaints disposed off: Nil

C. No. of complaints pending: Nil

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Act.

35. Human Resources

36. Subsidiaries, Associates and Joint-Ventures

During the Financial Year 2022-23, no company became and/or ceased to be an Associate, Subsidiary or Joint-Venture company of your Company.

37. Certificate of Non-Disqualification

38. General

Your Directors state that 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. there were no frauds reported by the auditors under provisions of the Companies Act, 2013;

B. Issue of equity shares with differential rights as to dividend, voting or otherwise;

C. There were no revisions in the financial statements;

D. Issue of share (including sweat equity shares) to employees of the Company under any scheme as permitted under any provision of Companies Act, 2013.

E. Companies are not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

39. Acknowledgments

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

Mar 31, 2018

TO THE MEMBERS,

The Directors have pleasure in presenting the 27th Annual Report of the Company, together with the audited financial statements, for the financial year ended on 31^st March, 2018.

SUMMARISED FINANCIAL RESULTS (Amount Rs.in Lakhs)

Particulars	2017-2018	2016-2017
Profit/(loss) Before Exceptional & Extraordinary Items	538.72	145.14
Exceptional Items/ Extraordinary Items	-	-
Prior Period Items	-	-
Profit/(loss) Before tax	538.72	145.14
Tax Expense/Adjustment
Current tax	-	-
Deferred tax	-	-
Profit/(Loss) For the period	538.72	145.14
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss	13.31	13.31
(ii) Income tax effect
B (i) Items that will be reclassified to profit or loss	-	-
(ii) Income tax effect
Other comprehensive income for the year, net of tax	13.31	13.31
Total Comprehensive Income for the year, net of tax	552.03	138.58
Earnings /(Loss) per Equity share:
Basic and Diluted	1.86	0.50

COMPANYâS PERFORMANCE

During the year under review, the Company has achieved net sales of Rs. 17,274.88 lakhs and a net profit before tax of Rs. 538.72 lakhs as against net sales of Rs. 15,063.38 lakhs and profit before tax of Rs. 145.14 lakhs in the previous financial year 2016-17 respectively.

DIVIDEND

In order to conserve the resources, your Board has decided not to declare any dividend for financial year 2017-2018.

TRANSFER TO RESERVES

Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to National Stock Exchange of India Limited and BSE Limited where the Companyâs shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after called as âSEBI Listing Regulationsâ). A Report on Corporate Governance is annexed as Annexure A to this Report. In terms of SEBI Listing Regulations, the Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the website of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code.

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 on Corporate Governance in this regard is annexed as Annexure B to this Report.

A Certificate of the MD/CEO and CFO of the Company in terms of Listing SEBI Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure C to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the SEBI Listing Regulations, the Managementâs Discussions and Analysis Report is annexed as Annexure D to this report.

HUMAN RESOURCES

The Companyâs HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company, to which the financial statement relates (i.e. 31^st March, 2018) and the date of the report.

DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended on 31^st March, 2018.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year none of Company become or ceased to be its Subsidiaries, joint ventures or associate.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year, there was no appointment and cessation of Directors and Key Managerial Personnel in the Company.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Smt. Shashi Agarwal shall retire by rotation at the ensuing 27^th Annual General Meeting of your Company, and being eligible, offer himself for re-appointment.

BOARD MEETINGS HELD DURING THE YEAR

During the year 9 Board Meetings were held, details of which are given in the Report on Corporate Governance as annexed to this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

One of the key functions of the Board is to monitor and review the Board Evaluation Framework. The Board works with the nomination and remuneration Committee to lay down the evaluation criteria for the performance of the Chairman/the Board, Committees of the Board, executive, non-executive and Independent directors through peer evaluation, excluding the director being evaluated. Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, an annual performance evaluation of the Board/Committees/Directors was undertaken.

Independent Directors at their meeting held during the year, considered/evaluated the performance of the Board of Directors, the Chairman and other Non-Independent Directors, without the participation of the Non-Independent Directors and Management.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with requirements of Companies Act, 2013 and SEBI Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management the instances of unethical behavior, actual or suspected, fraud or violation of the Companyâs code of conduct or ethics policy. The Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same is hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are given in the Report on Corporate Governance as annexed to this Report.

RISK MANAGEMENT

The Company through its Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. The Audit Committeeâs objective is to ensure sustainable business growth with stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business. The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report as annexed to this Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Companyâs internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and verified by Statutory as well as Internal Auditors. The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorised and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report as annexed to this Report.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial.

STATUTORY AUDITORâS

M/s Singhi Chugh & Kumar (FR No. 013613N) Chartered Accountants were re-appointed as the Statutory Auditor of the Company in the 25th Annual General Meeting of the Company for a period of 5 years subject to ratification by members of the Company in every Annual General Meeting at a remuneration to be decided by the Board of Directors in consultation with the Auditors.

The Audit Committee in their meeting held on 29^th May, 2018 recommended the ratification of appointment of Statutory Auditors of the Company for the financial year 2018-19 by the members in the ensuing 27^th Annual General Meeting of the Company. The necessary resolution for ratification of the appointment of Statutory Auditors of the Company has been included in the Notice of the ensuing 27^th Annual General Meeting for ratification by the Members of the Company.

Certificates have been received from them as per the provisions of Section 139 of the Companies Act, 2013 and to the effect that their ratification as Auditors of the Company, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for ratification as statutory auditors of the Company.

The Auditorâs Report for the financial year ended on 31⁵¹ March, 2018 does not contain any qualification, observation or adverse comment.

COST AUDIT:

The Cost audit is not applicable on the Company.

SECRETARIAL AUDITORS

The Company has undertaken Secretarial Audit for the financial year 2017-18 in terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Your Company had appointed Agarwal S. & Associates, Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended on March 31^st, 2018. The Secretarial Audit Report for the financial year ended 31^st March, 2018 in Form No. MR-3 is attached as Annexure E to this Report. The observation in the Secretarial Audit Report is self explanatory.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure F to this Report.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognising the interests of Companyâs stakeholders. The Companyâs policy on directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act forms part of the Boardâs Report as Annexure G.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2017-18.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under Indian Accounting Standard 24 have been made in Note 38 of the Notes to the financial statements. The Company has not entered in any transaction / contract or arrangement with the Related Parties which requires the Board Approval as per Section 188 of the Companies Act, 2013 as all the transaction have been carried out in the ordinary course of business and on arms length basis. Hence for the particulars of contracts or arrangements with related parties falling under Section 188 of the Act and to be disclosed in the Board Report in Form AOC-2 is also not required to be enclosed.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibilities Policy) Rules, 2014 became applicable on the Company from the Financial Year 2016-2017. The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company. The details of the members of the CSR Committee and the details of the meeting of CSR Committee along with their attendance held during the year are given in the Report on Corporate Governance as annexed to this Annual Report.

Mr. Chanderjeet Singh Bhatia, Independent Director of the Company is the Chairman of the Corporate Social Responsibility Committee.

The Company has maintained Corporate Social Responsibility Policy. The Corporate Social Responsibility Committee has been entrusted with the responsibility of recommending to the Board the activities/projects/programs to be undertaken by the Company as per its Corporate Social Responsibility Policy. The terms of reference of the CSR Committee include the matters specified in Section 135 of the Act.

An annexure containing the details on CSR, pursuant to Rule 8(1) of the Companies (Corporate Social Responsibility) Rules, 2014, is annexed as Annexure H.

PARTICULARS OF EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employeeâs remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directorsâ Report. The said disclosure is annexed as Annexure I to the Boardâs Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars as described under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules, 2014 are given in Annexure J to this report.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual financial statements for the year ended 31^st March, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. For the financial year ended 31^st March, 2018, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 financial year ended 31^st March, 2018;

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

d. The annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. That proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to place on record the overwhelming response received from the investors, financial institutions, bankers, business associates, suppliers for the consistent support received from them during the year. Your Directors wish to place on record their appreciation for the team spirit, dedication and commitment shown by the work force of the Company during this year.

For and on behalf of the Board of Directors

For SPL Industries Limited

Mukesh Kumar Aggarwal Shashi Agarwal

(Managing Director) (Director)

Place: Faridabad DIN : 00231651 DIN 06687549

Date: August 13, 2018 Add: C-1/4, Sector-11, Faridabad - 121007 Add: C-1/4, Sector-11,

Faridabad - 121007

Mar 31, 2016

DIRECTORâS REPORT

TO THE MEMBERS,

The Directors have pleasure in presenting the 25^th Annual Report of the Company, together with the audited financial statements, for the financial year ended on March 31^st, 2016.

SUMMARISED FINANCIAL RESULTS (Amount in Rs.)

Particulars	2015-2016	2014-2015
Profit/(loss) Before Exceptional & Extraordinary Items	90,634,776	567,3816
Exceptional Items/ Extraordinary Items	-	-
Prior Period Items	(2,287,650)	(454,370)
Profit/(loss) Before tax	88,347,126	5,219,446
Tax Expense/Adjustment
Current tax	-	(22,086)
Earlier Years Tax	(63,882)	-
Deferred tax	-	-
Profit/(Loss) For the period	88,283,244	5,197,360
Earnings /(Loss) per Equity share: Basic and Diluted	3.04	0.18

COMPANYâS PERFORMANCE

During the year under review, the company has achieved net sales of Rs. 14879.97 lakhs and a net profit before tax of Rs. 883.47 lakhs as against net sales of Rs. 5973.26 lakhs and profit before tax of Rs. 52.19 lakhs in the previous financial year 2014-15 respectively.

Your Company is financially string & self reliant in terms of funds generation, debt servicing and has been able to generate sufficient profits. A constant rise in turnover and profits of the company is apparent and your Directors are expecting better results both in terms of operation of the company & its financial position.

DIVIDEND

In order to conserve the resources, your Board has decided not to declare any dividend for FY 2015-2016.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under is enclosed as Annexure A to the Board''s Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and SEBI Listing Regulations, Independent Directors at their meeting held during the year without the participation of the Non-Independent Directors and Management, considered/evaluated the performance of the Board of Directors, the Chairman and other Non-Independent Directors.

The Board has undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. This was delivered by an external specialist and resulted in a full Board effectiveness report and Director''s feedback. This is further supported by the Chairman''s Annual Director Performance Review.

The Board subsequently evaluated its own performance, the working of its Committees and Independent Directors without participation of the relevant Director(s). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure B to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement/SEBI Listing Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report attached as Annexure B to this Report.

BOARD MEETINGS HELD DURING THE YEAR

During the year 12 Board Meetings were held, details of which are given in Corporate Governance Report, attached as Annexure B to this Report. TRANSFER TO RESERVES

Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

HUMAN RESOURCES

The Company''s HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel.

CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the Listing Agreements/Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company.

The annual report of the Company contains a certificate by the Chief Executive Officer / Chief Financial Officer and Managing Director in terms of SEBI Listing 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 C to this Report.

The Chief Executive Officer / Chief Financial Officer and Managing Director certification as required under the SEBI Listing Regulations is attached as Annexure D to this Report. Related Party disclosures/transactions are detailed in Note 30 of the Notes to the financial statements.

RISK MANAGEMENT POLICY

Your Company has a robust Risk Management policy. The Company through its audit committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Your Company has an established Enterprise Risk Management (ERM) function that engages with all the business verticals for risk assessment and ensures that the risk mitigation plans are in place and validates its status regularly. The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report attached as Annexure E to this Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a proper and adequate internal control system 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. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report attached as Annexure E to this Report.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year none of Company become or ceased to be its Subsidiaries, joint ventures or associate.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of Companies Act, 2013, Mr. Sanjay Gupta was appointed as Chief Financial Officer (KMP) and Ms. Kirti was appointed as Company Secretary in the Company with effect from May 11, 2015 and July 11, 2016 respectively.

STATUTORY AUDITORS

M/s Singhi Chugh & Kumar (FR No. 013613N) Chartered Accountants, the Statutory Auditor of the Company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility and Certificates have been received from them in terms of provisions of Section 139 of the Companies Act, 2013 and to the effect that their re-appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for reappointment as Statutory Auditors of the Company.

The Audit Committee and the Board of Directors have recommended their re-appointment as the Statutory Auditors, to hold office from the conclusion of this 25^th Annual General Meeting until the conclusion of the 30^th Annual General Meeting of the Company for a period of 5 Years subject to ratification by the members of the Company at every Annual General Meeting at a remuneration to be decided by the Board of Directors in consultation with the Auditors. The Auditor''s Report for the financial year ended on 31^st March, 2016 does not contain any qualification, observation or adverse comment.

COST AUDIT:

The Cost audit is not applicable on the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act an extract of Annual Return in Form MGT-9 as on March 31^st, 2016 is attached as Annexure F to this Report.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed Agarwal S. & Associates, Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended on March 31^st, 2016. The Secretarial Audit Report for the financial year ended 31^st March, 2016 in Form No. MR-3 is attached as Annexure G to this Report. The observations in the Secretarial Audit Report are self explanatory.

OTHER LAWS

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, there were no cases received/ filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) For the financial year ended March 31, 2016, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 financial year ended March 31, 2016;

c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company''s stakeholders. The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Board''s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given/taken loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2015-16.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 30 of the Notes to the financial statements. Details of transactions with related parties are given in Form AOC - 2 which is attached as Annexure H.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibilities Policy) Rules, 2014 are not applicable on the Company for the Financial Year 2015-2016.

DEPOSITS

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars as described under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules, 2014 are given in Annexure I to this report.

ACKNOWLEDGEMENT

By order of the Board of Directors

For SPL Industries Limited

Place: New Delhi Mukesh Kumar Aggarwal Vijay Jindal Kumar

Date: 20.08.2016 (Managing Director) (Director)

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of Accounts of SPL INDUSTRIES LIMITED for the year ended 31st March, 2015.

SUMMARISED FINANCIAL HIGHLIGHTS

(Figures in Rupees) 2014-15

Profit/(Loss) before Exceptional & Extraordinary Items 56,73,812

Exceptional items/Extraordinary item -

Prior period items (4,54,370)

Profit/(Loss) Before Tax 52,19,442

Tax expenses/Adjustments

Current Tax (22,086)

Earlier years Tax -

Deferred Tax -

Profit/ (Loss) for the period 51,97,356

Earning Per Equity Share

Basic 0.18

Diluted 0.18

DIVIDEND

In view of insufficient profits, the Board of Directors of your company has expressed its inability to recommend any dividend.

FIXED DEPOSITS

During the year under review, your company has not accepted any fixed deposits from the general public.

SHARE CAPITAL

During the year under review, your company has not issued any shares or any convertible instruments,

CORPORATE SOCIAL RESPONSIBILITY

Even though the provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the company has been , over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily.

HUMAN RESOURCE

The well disciplined workforce which has served the company for the last so many years is the biggest asset of the company .The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance.

BUSINESS RISK MANAGEMENT

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion.

Therefore, in accordance with Clause 49 of the listing agreement, the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plans for the company.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro active approach in reporting ,evaluating and resolving risks associated with the business, Business risk inter-alia includes financial risks, political risk and legal risk. The best policy is to take appropriate steps to mitigate the business risks at the lowest possible level.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY.

The company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transaction are properly authorized, recorded and reported to the management. The company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting the financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standard of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.

DIRECTORS & COMMITTEES

On 30th June, 2011, the company has appointed the existing independent Directors Sh. Arun Kumar (DIN 01092779),Sh.Rajesh Goyal (DIN 03287284), and Sh. Chanderjeet Singh Bhatia (DIN 01360148) for a consecutive term of 5 year.

In accordance with the provisions of Companies Act, 2013 Shri. Vijay Jindal and Sh. Arun Kumar, Directors retires by rotation and being eligible offers himself for re-appointment.

BOARD EVALUATION

Pursuant to the provision of the Companies Act, 2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder committee.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

MEETINGS

During the year nine Board Meeting were held, details of which are given in Corporate Governance Report.

AUDIT COMMITTEE

The Company is having an audit committee comprising of the following directors

Sh. Chanderjeet Singh Chairman Non Executive & independent Director

Sh. Arun Kumar Member Non Executive & independent Director

Sh. Mukesh Aggarwal Member Executive Director

NOMINATION & REMUNERATION COMMITTEE

The Company is having a Nomination and Remuneration Committee comprising of the following directors.

Sh. Chanderjeet Singh Chairman Non Executive & Independent Director

Sh. Rajesh Goyal Member Non Executive & Independent Director

Sh. Mukesh Aggarwal Member Executive Director

DIRECTOR''S RESPONSIBILITY STATEMENT As required by the Companies Act, this is to confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Such accounting policies have been selected and applied consistently and made judgments/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 that period.

3. Proper and sufficient care have been taken with best of knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on going concern basis SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulator/Courts which would impact the going concern status of the company and its future operations.

AUDITORS

STATUTORY AUDITORS

M/s. Singhi Chugh & Kumar, (FR No. 013613N) Chartered Accountants, has been the statutory Auditors of the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the company has appointed Sh. V.K. Gupta (CP NO.14362, FCS 6755) Company Secretary to under take the Secretarial audit of the company.

INTERNAL AUDITORS

M/S Vatts & Associates , Chartered Accountant , performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

CORPORATE GOVERNANCE

As per clause 49 of the listing agreement with the stock Exchanges, a separate section on corporate governance practice followed by the company together with a certificate from the Auditor confirming compliance forms an integral part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies ( Accounts) Rules, 2014 is annexed herewith.

EXTRACTS OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule,5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees of the company is as follows:

The particulars of the employees who are covered by the provisions contained in Rule5 (2) and Rule (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules,2014 are:

a) Employed throughout the year Nil

b) Employed for part of the year Nil

The remuneration paid to all key management Personnel was in accordance with remuneration policy adopted by the company. No sitting fee has been paid to any director during the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record the overwhelming response received from the investors, financial institutions, bankers, business associates, suppliers for the consistent support received from them during the year.

Your Directors wish to place on record their appreciation for the team spirit, dedication and commitment shown by the work force of the company during this year.

CAUTIONARY STATEMENT

The statements contained in the Board''s Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, change in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.

By order of the Board of Directors For SPL INDUSTRIES LIMITED

Place : New Delhi (MUKESH AGGARWAL) Date: 5th August, 2015 Managing Director

Mar 31, 2014

Dear Members,

The Directors of your Company have pleasure in presenting the 23rd Annual Report on the business and operations of the Company and the Audited Financial Accounts for the year ended 31st March, 2014.

Operations

The financial results of the company for the year ending 31st March, 2014 are given below:

(Figures in Rupees)

2013-14 2012-13

Profit/(Loss) before Exceptional & Extraordinary Items. 29,372,810 (151,553,052)

Exceptional items/Extraordinary item - (67,102,544)

Prior period expenses 1,039,022 (2,374,201)

Profit/(Loss) Before Tax 30,411,832 (221,029,797)

Tax expenses/Adjustments

Current Tax (27,010) (27,036)

Earlier years Tax (3,016,892) (2,183,619)

Deferred Tax - -

Profit/ (Loss) for the period 27,367,930 (223,240,452)

Earning Per Equity Share

Basic 0.94 (7.70)

Diluted 0.94 (7.70)

Dividend

In view of insufficient profits, the Board of Directors of your company has expressed its inability to recommend any dividend.

Fixed Deposits

During the year under review, your company has not accepted any fixed deposits from the general public.

Statutory Disclosures

The Statement of employees read with Companies (Particulars of Employees) Rules, is not annexed as there are none of the Employees drawing salary exceeding the present limits as provided under the said Act. .

The Statement containing the necessary information as required and read with Rules of Companies ( Disclosures of Particulars in the Report of the Board of Directors) Rules , relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

Pursuant to Clause 49 of the Listing Agreement and Management Discussion and Analysis are annexed hereto and form an integral part of this report.

Director''s Responsibility Statement

As required by the Companies Act, this is to confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Such accounting policies have been selected and applied consistently and made judgments/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 that period.

3. Proper and sufficient care have been taken with best of knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on going concern basis.

Auditors

M/s Singhi Chugh & Kumar, (FR No. 013613N) Chartered Accountants, the retiring Auditors as Statutory Auditors of the Company has been proposed to be appointed for a period of 3 (three) consecutive years from the date of 23rd Annual General Meeting and to fix their remuneration. .

Directors

During the year under review, Smt. Shashi Aggarwal was appointed on the Board of Directors as executive Directors now there are three executive and three non executive directors on the board of the company .No sitting fee was paid to any executive/non executive director. During the year under review, Sh. H.R.Gupta and Sh. Anil Garg has resigned due to personal reasons from the Board of Directors of the company.

The management of your company has been successful in containing its continuous losses to some extent and its efforts to revamp the financial position of the company to the track is going on.

Acknowledgement.

Your Directors wish to place on record the overwhelming response received from the investors financial institutions ,bankers, business associates, suppliers for the consistent support received from them during the year.

Your Directors wish to place on record their appreciation for the team spirit, dedication and commitment shown by the work force of the company during this year.

By order of the Board of Directors For SPL INDUSTRIES LIMITED

Place : New Delhi (MUKESH AGGARWAL) Date: 10th August,2014 Managing Director

Mar 31, 2013

To the Members of SPL Industries Limited

The Directors of your Company have pleasure in presenting the 22nd Annual Report on the business and operations of the Company and the Audited Financial Accounts for the year ended 31st March, 2013.

Operations

The fnancial results of the company for the year ending 31st March, 2013 are given below:

(Figures in Rupees)

2012-13 2011-12

Proft/(Loss) before Exceptional & Extraordinary (15,15,53,052) (39,24,38,163)

Items.

Exceptional items/ Extraordinary item (6,71,02,544) (69,36,448)

Prior period expenses (23,74,201) (91,51,283)

Proft/(Loss) Before Tax (22,10,29,797) (40,85,25,894)

Tax expenses/Adjustments

Current Tax (27,036) (60,231)

Earlier years Tax (21,83,619) (1,41,83,000)

Deferred Tax 4,31,90,000

Proft/ (Loss) for the period (22,32,40,452) (37,95,791,25)

Earning Per Equity Share

Basic (7.70) (13.09)

Diluted (7.70) (13.09)

Dividend

In view of continuous losses and insuffcient profts, the Board of Directors of your company has expressed its inability to recommend any dividend.

Fixed Deposits

During the year under review, your company has not accepted any fxed deposits from the general public.

Statutory Disclosures

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not annexed as there are none of the Employees drawing salary exceeding the present limits as provided under the said Act. .

The Statement containing the necessary information as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and Management Discussion and Analysis are annexed hereto and form an integral part of this report.

Director''s Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 this is to confrm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Such accounting policies have been selected and applied consistently and made judgments/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 fnancial year and of the proft of the Company for that period.

3. Proper and suffcient care have been taken with best of knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on going concern basis.

Auditors

M/S SINGHI CHUGH & KUMAR, Chartered Accountants, the statutory auditors of the company retires at the conclusion of this meeting and being eligible offer themselves for the re appointment. The audit committee and the Board of Directors recommended the re appointment of M/S SINGHI CHUGH & KUMAR, Chartered Accountants, as Statutory Auditors of the company for 2013-14.

Directors

During the year under review, there are four executive and four non executive directors on the board of the company and as decided in the previous years, no managerial remuneration and sitting fees will be paid to any executive/non executive directors.

The management of your company has been successful in containing its continuous losses to some extent and its efforts to revamp the fnancial position of the company to the track is going on.

In view of the positive consent received from the shareholders in the EGM held on 12th day of March, 2012., pursuant to the provisions of Section 293(1)(a) of the Companies Act,1956, the management of your company has disposed off its some units/properties at the best available market price and repaid its all secured bank loans, now your company has been a debt free company and is on the track of fast recovery.

Acknowledgement.

Your Directors wish to place on record the overwhelming response received from the investors ,fnancial institutions ,bankers, business associates, suppliers for the consistent support received from them during the year.

Your Directors wish to place on record their appreciation for the team spirit, dedication and commitment shown by the work force of the company during this year.

By order of the Board of Directors

For SPL INDUSTRIES LIMITED

Place : New Delhi (MUKESH AGGARWAL)

6th August, 2013 Managing Director

Mar 31, 2010

The Directors of your Company have pleasure in presenting the19th Annual Report on the business and operations of the Company and the Audited Financial Accounts for the year ended 31st March, 2010.

Operations

The financial results of the company for the year ending 31st March, 2010 are given below:

(Figures in Rupees)

2009-2010 2008-2009

Profit/(Loss) before taxation & Exceptional items (256,828,840) 124,648,082

Exceptional item

Exchange Loss/(Gain) 164,064,520 277,576,617

Prior Period Adjustment for Exchange Loss 34,852,860 - Profit on Sale of Subsidiary 91,609,915 -

Profit/(Loss) Before Tax (364,136,305) (152,928,535)

Provision for Taxation

Deferred Income Tax 3,262,751 (12,440,000)

Fringe benefit Tax - 2,900,000

Wealth Tax 82,434 85,000 -

Profit/(Loss) After Tax (367,481,490) (143,473,535)

Add/(Less)

Profit Brought forward from previous year 697,721,974 841,195,509

Profit available for Appropriation 330,240,484 697,721,974

Overall Performance

During the year under report, the performance of the company is not satisfactory, the turnover of the Company has reduced to Rs.281.6 Crores from Rs.369.06 Crores for the year ending 31st March, 2009 and suffered loss after tax of Rs.36.74 Crores for the year under review.

Growth and Future Plans

The Management of your company is of the opinion that the worst period of Economic recession is over and the Indian Economy is on the path of recovery. Your company has started getting orders and enquires from the overseas market. Therefore, the over all performance of the company in the coming years will improve.

Dividend

To conserve the resources of the company, the Board of Directors of your company has decided not to recommend any dividend to its stakeholders.

Fixed Deposits

During the year under review, your company has not accepted any fixed deposits from the general public.

Consolidated Financial Statements

As required by Accounting Standard 21, the audited Consolidated Financial Statements of the Company are annexed and form an integral part of the report.

Statutory Disclosures

As required under Section 212 of the Companies Act, 1956, the Statement and Annual Accounts of Subsidiary Company along with the report of the Board of Directors and respective Auditors Reports are annexed and forms an integral part of this report.

The Statement of employees required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not annexed as there are none of the Employees drawing salary exceeding the present limits as provided under the said Act.

The Statement containing the necessary information as required under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of Companies ( Disclosures of Particulars in the Report of the Board of Directors) Rules 1988, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo are annexed hereto and forms an integral part of this report.

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance and Management Discussion and Analysis are annexed hereto and form an integral part of this report.

DirectorÃs Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 this is to confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Such accounting policies have been selected and applied consistently and made judgments/ 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 that period.

3. Proper and sufficient care have been taken with best of knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The annual accounts have been prepared on going concern basis.

Auditors

M/s Mehra Goel & Co, Chartered Accountants, the statutory auditors of the company, retire at the conclusion of this meeting and being eligible offer themselves for re appointment. The Audit Committee and the Board of Directors recommend the re- appointment of M/s Mehra Goel & Co., as the statutory auditors of the company for the year 2010-2011.

Auditors Report

Auditors Report to the shareholders of the company contains a qualification/ remarks i.e. ÃThat the turnover of the Company has reduced to Rs.281.6 crores for the year ended 31st March, 2010 from Rs.369.06 crores for the year ended as on 31st March, 2009. The Company has suffered loss after tax of Rs.36.74 cores for the year ended 31st March, 2010 as against loss after tax of Rs.14.35 crores for the year ended 31st March, 2009. During the year the company has permanently closed down its one unit and the other on has remained partly closed.

The management of the company has of the opinion that most of the companies in the business of export of garments have suffered losses due to foreign exchange rates fluctuations. In order to curtain the running costs and operating overheads, the management of your company has taken the decision to closed down on of its unit permanently.

Directors

During the year under review Mr. Pankaj Garg, Mr. Navneet Singhal, Mr. Anuj Mittal, retires by rotation and are being eligible for re-appointment.

Mr. Praveen Garg, Mr. Nishant Aggarwal, the Executive Non Independent Directors have resigned from the Board due to personal reasons and Mr. Anil Garg has been appointed as Executive Non Independent Director.

Mr. Rakesh Aggarwal, Mr. S. S. Bansal and Mr.Y. Harishankar, the Independent Non Executive Directors of the company have resigned from the Board and Mr. Anuj Mittal, Mr. Sita Ram Sharma and Mr. Hari Om Gupta have been appointed.

Acknowledgement

Your Directors wish to place on record the overwhelming response received from the investors, financial institutions, bankers, business associates, suppliers for the consistent support received from them during the year.

Your Directors wish to place on record their appreciation for the team spirit, dedication and commitment shown by the work force of the company during this year.

Place : New Delhi (H.R.GUPTA)

Dated: 10 July, 2010 Managing Director

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article