BOARD'S REPORT Dear Shareholders, Your 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. 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 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 (MUKESH AGGARWAL) Managing Director Place : New Delhi Date: 5th August, 2015 |