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Dear Members,
Your Directors have pleasure in presenting the 34th Annual Report of
the Company together with the Audited Financial Statements for the Financial Year ended
March 31st, 2025.
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 Flighlights
As mandated by tire Ministry of Corporate Affairs, your company has
prepared the financial statement (Standalone) for tire year ended March 31, 2025, in
accordance with the Indian Accounting Standards (Tnd 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
from time to time. The highlights of financial performance (standalone) of the Company for
the Financial Year ended March 31, 2025 is as under:
| Particulars |
Standalone (In Lakhs) |
|
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
| Sales and other Income |
|
|
| Revenue from operations |
13,942.23 |
19,924.89 |
| Other Income |
1,377.38 |
1,169.19 |
| Total Revenue |
15,319.61 |
21,094.08 |
| Profit Before Interest and Depreciation |
1,765.71 |
2,164.12 |
| Less: Finance Charges |
167.39 |
242.21 |
| Depreciation |
303.08 |
312.52 |
| Profit/Loss before exceptional items and tax |
1,295.24 |
1,609.39 |
| Exceptional items- |
|
|
| Prior period expenses |
0.00 |
0.64 |
| Net Profit Before Tax |
1295.24 |
1,608.75 |
| Less: Tax Expenses |
316.09 |
433.63 |
| Net Profit After Tax |
979.15 |
1,175.11 |
| Share Of Profit/ (Loss) Of Associates |
0.00 |
0.00 |
| Net Profit after share of profit of
Associates |
979.15 |
1,175.11 |
| Earnings Per Share |
3.38 |
4.05 |
3. Financial Performance (Standalone)
On a standalone basis, your Company reported revenue from operations
and other income of 15,319.61 lakhs during the year under review, as against 21,094.08
lakhs in the previous financial year. The Net Profit for the year stood at 979.15 lakhs
compared to 1,175.11 lakhs in the previous year. The Earnings Per Share (EPS) from
continuing operations was 3.38 for the reporting year.
Despite the decline in revenue and profitability, your Company
continued to maintain its leadership position across markets and registered strong growth
in the garments segment. This performance was achieved amidst persistent inflationary
pressures on material costs. The Company's focus on product quality, customer
satisfaction, and long-term partnerships has helped sustain confidence among stakeholders.
Your Company remains financially strong and self-reliant in terms of
internal fund generation and debt servicing. The management has continued to strengthen
operations and sharpen competitive advantages, with the objective of creating long-term
value for shareholders. Going forward, your Directors are confident of achieving better
performance both operationally and financially, supported by the Company's robust
fundamentals, customer-centric approach, and the commitment of its people.
4. Operational Highlights
Tire operations are exhaustively discussed in the 'Management
Discussion and Analysis' forming part of the annual report.
5. Dividend and Transfer to Reserve
In order to conserve the resources, your Board has decided not to
declare any final dividend for the financial year 2024-25. 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.
6. Share Capital
Tire paid-up equity share capital as on March 21,2025 was Rs. 29.00
Crores consisting of 2,90,00,004 equity shares of Rs. 10/- each fully paid-up.
7. Credit Rating
During the year under review, the provisions relating to credit rating
are not applicable to Hie Company, as the Company has not issued any debt instruments,
commercial papers, or accepted any public deposits requiring such rating. The equity
shares of the Company are listed on the National Stock Exchange & Bombay Stock
Exchange, for which no credit rating is mandated under tire applicable laws.
8. Transfer to Investors Education and Protection
Fund
Tire Company had no liability to transfer any unpaid/unclaimed equity
shares and/or dividends up to the financial year 2017-18 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
Tire Equity Shares of the Company continue to remain listed on BSE
Limited and the National Stock Exchange of India Limited.
11. Deposits
During the year under review, your 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 of the Act and Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the company
for the financial year 2024-25, is available on tire Company's website at
https://www.spllimited.com/exchange- disclosures.htm
13. Secretarial Standards
Tire 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
Tire Particulars of loans, guarantees or investments have been
disclosed in the financial statements and the Company has duly complied with Section 186
of the Act, in relation to Loans, Guarantee and Investments, during the FY 2024-25
15. Board of Directors and Key Managerial
Personnel (KMP)
Directors Retiring by Rotation
Pursuant to provisions of Companies Act, 2013 ('tire Act') and tire
Articles of Association of the Company, Mr. Vijay Kumar Jindal (DIN- 00231517) is liable
to retire by rotation and being eligible, offers himself for re-appointment. The
Nomination and Remuneration Committee and Board of Directors have recommended his
re-appointment for the approval of the shareholders of the Company in the forthcoming
Annual General Meeting of the Company.
Changes during the year
During the year under review, Mrs. Shashi Agarwal (DIN:
06687549) was appointed as Wholetime Director of the Company for a period of 5 years, who
was associated as Director of the company w.e.f September 12th, 2013. Considering her
immense business knowledge, leadership, strategic thinking and sound Judgement approach,
the Board believed that the continuation of Mrs. Shashi Agarwal as Wholetime Director on
the Board of the Company shall strengthen the overall Board's skills and governance, and
shall provide continuous benefit to Hie Company. Therefore, basis the recommendations of
Nomination and Remuneration Committee and the Board, the shareholders vide their
resolution passed in the 33rd Annual General Meeting, have approved the appointment of
Mrs. Shashi Agarwal as Wholetime Director of the company, liable to retire by rotation.
On the recommendations of Nomination and Remuneration Committee
and the Board, the shareholders vide their resolution passed in the 33rd Annual General
Meeting, have approved the appointment of Mr. Vijay Kumar Jindal (DIN-00231517), who was
appointed as Wholetime Director w.e.f September 19, 2020, be and is hereby appointed as
Director of the company, liable to retire by rotation.
Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Act and Regulations
16(l)(b) and 25(8) of SEBI LODR Regulations that they are independent from the Management
of the Company and that they are not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external influence.
Further, all the Independent Directors have given declarations that they complied with the
provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014 and has
also affirmed that they comply with the Code for Independent Directors prescribed in
Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company.
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.
During the year under review, a separate Meeting of Independent
Directors was held on August 13, 2024.
Details of Key Managerial Personnel (KMP)
Pursuant to section 203 of the Companies Act, 2013, Mr. Mukesh Kumar
Aggarwal, Managing Director, Mrs. Shashi Agarwal, Wholetime Director, Mrs. Kornal Adlakha,
Chief Financial Officer and Mr. Vishal Srivastava, Company Secretary, are the designated
KMP of the Company as on March 31, 2025.
Changes in KMP during the year:
| S. No. Name of the KMP |
Designation |
Changes |
Effective Date |
| 1. Mr. Vijay Kumar Jindal |
Wholetime Director |
Change in Designation |
28-09-2024 |
| 2. Mrs. Shashi Agarwal |
Director |
Change in Designation |
28-09-2024 |
| 3. Mr. Sanjay Gupta |
Chief Financial Officer |
Resignation |
29-10-2024 |
| 4. Mrs. Komal Adlakha |
Chief Financial Officer |
Appointment |
08-11-2024 |
16. Number of Board Meetings
During the year under review, tire Board met 5 times. Tire maximum gap
between any two consecutive Board meetings did not exceed 120 days. The details of the
Board meetings are set out in the 'Corporate Governance Report' which forms part of this
Report.
17. Committees of the Board
The Company has duly constituted Board level Committees as mandated by
the applicable laws and as per the business requirements. Details of the committees, along
with their composition, charters and meetings held during the year, are provided in the
'Corporate Governance Report', forms a part of this Report. During the FY 2024-25, the
Board has accepted all the recommendations of its committees.
18. Evaluation of performance of the Board
The Company has duly approved Nomination and Remuneration Policy
prescribing inter-alia the criteria for appointment, remuneration and performance
evaluation of the directors. As mandated by Section 134 & 178, read with Schedule IV
of the Act and Regulation 25 of the SEBI LODR Regulations, the Independent Directors in
their separate meeting held on August 13, 2024 have reviewed the performance of
NonIndependent Directors, Chairperson and the Board as a whole including review of
quality, quantity and timeliness of flow of information between Board and Management.
Further the Board, during the year under review, has also evaluated the
performance of the Board, its Committees and all Individual Directors including Chairman
of the Company. The evaluation was carried out on the basis of a structured questionnaire
circulated in advance to all the Directors. The Board expressed its satisfaction on the
same and is of the opinion that all the independent directors of the company are persons
of high repute & possess the relevant expertise & experience in their respective
fields.
19. Board Diversity
The Company recognises and embraces the benefits of having a diverse
Board of Directors to enhance the quality of its performance. The Company considers
increasing diversity at Board level as an essential element in maintaining a competitive
advantage in the complex business. The policy on Board Diversity is available on the
website of the company under following link: https://www.spllimited.com/pdf/policies/
Policy-on-Board-Diversity-and-Director-Attributes.pdf
20. Board Training, Induction and familiarisation
of Directors
At the time of appointing a Director, a formal letter of appointment is
given, which inter-alia includes the role, function, duties and responsibilities expected
from him/her as a Director of the Company and necessary documents, reports and internal
policies to enable him/ her to familiarise with the Company and it's procedures and
practices. Periodic presentations are made at the Board, Committees meetings, on business
and performance updates of the Company, global business environment, business strategy and
risks involved etc. Updates on relevant statutory changes on important laws are
periodically presented or circulated to the Board. The Directors are also explained in
detail the compliances required from them under the Act, the SEBI Regulations and other
relevant Laws and Regulations. The details of familiarisation program for Independent
Directors are available in corporate governance report and also disclosed on the Company7s
website, which forms part of this report.
21. Directors Responsibility Statement
Directors' Responsibility Statement pursuant to the provisions of
Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the
Company for the year ended on March 31, 2025 is provided below:
a) in the preparation of the Annual accounts for the year ended March
31, 2025, 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, 2025 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) Hie 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.
22. Policy on Director's Appointment and
Remuneration and other details
Tire 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
website https://www.spllimited.com/ policies.htm. 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 Company7s
working and its goals.
23. Risk Management Committee
Pursuant to the sub-regulation 5 of Regulation 21 of Listing
Regulations, the constitution of Risk Management Committee is not applicable to the
company.
24. 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 be undertaken by the Company are available on following link:
https://www.spllimited.com/ policies.htm.
25. 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
26. Business Responsibility and Sustainability
Report
As required under Regulation 34 of the Listing Regulations, the
Business Responsibility and Sustainability Report is not mandatory over your Company,
hence the same does not form part of the Director's Report.
27. Corporate Governance
Your Company is committed to adhere to the best practices & highest
standards of Corporate Governance. It is always ensured that the practices being followed
by the Company are in alignment with its philosophy towards corporate governance. The
well-defined vision and values of the Company drive it towards meeting the business
objectives while ensuring ethical conduct with all stakeholders and in all systems and
processes.
Your Company proactively works towards strengthening relationship with
constituents of system through corporate fairness, transparency and accountability. In
your Company, prime importance is given to reliable financial information, integrity,
transparency, fairness, empowerment and compliance with law in letter & spirit. Your
Company proactively revisits its governance principles and practices as to meet the
business and regulatory needs.
Detailed compliances with the provisions of the SEBI LODR Regulations
and the Act for the FY 2024-25 are given in Corporate Governance Report as Annexure- C,
which forms part of the Annual Report. The certificate of Practising Company Secretary on
compliance with Corporate Governance norms is also annexed with the 'Corporate Governance
Report'.
28. Vigil Mechanism & Whistle Blower policy
The Company has a Vigil Mechanism & Whistle Blower policy, to
report concern about unethical behavior, actual or suspected fraud or violation of
Company's code of conduct or ethics, policies, improper practices or alleged wrongful
conduct in the Company may report the same to Chairman of the Audit Committee or on the
email id: cs@spllimited.com. Identity of the Whistle Blower shall be kept confidential to
the greatest extent possible. Tire detailed procedure is provided in the policy and the
same is available on official website of the Company at following link:
https://www.spllimited.com/policies.htm
During the year under review, there were no instances of fraud reported
to the Audit Committee/Board.
29. 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. During the period under review, the transactions that entered with related
parties as required under Section 134 (3) (h) of the Companies Act, 2013 have been
disclosed in in Form AOC 2 is enclosed as Annexure- D. The related party disclosures are
provided in tire notes to financial statements.
Approval for the transaction(s) which could he considered material in
accordance with the applicable provisions of SEBI (LODR) regulation, 2015 have been taken
in the 33rd Annual General Meeting of the company held on 28th September, 2024.
All related party transactions are placed before the Audit Committee
for its review and approval. Prior omnibus approval of the Audit Committee are being
obtained on an annual basis for the transactions which are planned/ repetitive in nature,
and omnibus approvals are taken as per the policy laid down for unforeseen transactions.
Related party transactions entered into pursuant to the omnibus approval so granted are
placed before the Audit Committee for its review on a quarterly basis, specifying the
nature, value and terms and conditions etc. of the transactions. The Policy on Materiality
of and Dealing with Related Party Transactions as approved by the Board is available on
the website of tire Company at the following link: https://www.spllimited.com/policies.htm
30. 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. Vatss & Associates, a Firm of Practicing 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. During the
year, such controls were tested and no reportable material weaknesses in the design or
operation were observed.
Your Company's Financial Statements are prepared on the basis of the
Significant Accounting Policies and approved by the Audit Committee and the Board. These
Accounting policies are reviewed and updated from time to time.
These systems and controls are subjected to Internal Audit and their
findings and recommendations are reviewed by the Audit Committee which ensures the
implementation. The Company has a robust Management Information System, which is an
integral part of the control mechanism.
Tire 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.
31. No Default to Banks / Financial Institutions
The Company has not defaulted in payment of interest and / or repayment
of loans to any of the financial institutions and / or banks during the year under review.
32. 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.
33. 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. Tire 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 tire company is exposed to are:
Tire 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.
34. Auditors
a. Statutory Auditors
M/s Raghu Nath Rai & Co., Chartered Accountants (FRN- 000451N),
Statutory Auditors of the Company have submitted Auditors' Report on the financial
statements of the Company for the financial year ended on March 31, 2025. There has been
no qualification, reservation, adverse remark or disclaimer given by the Statutory
Auditors in their Report. The information referred to in the Auditors' Report is
self-explanatory and do not call for any further comments.
b. Secretarial Auditors
M/s. Agarwal S & Associates, Practising Company Secretaries, have
submitted Secretarial Audit Report for the financial year ended on March 31, 2025 and same
is annexed as 'Annexure F' and forms part of this Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Secretarial Auditors in their
Report. Information referred to in the Secretarial Auditors' Report is selfexplanatory and
do not call for any further comments.
c. Internal Auditors
M/s. Vatss & Associates, Chartered Accountants, Internal Auditor of
the company have submitted its report for the financial year ended on March 31, 2025.
There has been no qualification, reservation, and adverse remark in the report.
35. Annual Secretarial Compliance Report
A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI
LODR Regulations, for the FY 2024-25 on compliance with all applicable SEBI Regulations
and circulars/ guidelines issued thereunder, has been obtained from M/s. Agarwal S &
Associates, Practising Company Secretaries, and has been submitted to the Stock Exchanges
and placed on the website of the Company with following link: https://
www.spllimited.com/exchange-disclosures.htm.
36. Significant & Material Orders passed by
the Regulators or Courts
Your company was in receipt of the order dated December 03,2024 from
the office of Regional Director, Northern Region, Ministry of Corporate Affairs, Delhi to
change the name of the company i.e. SPL Industries Limited (CIN: L74899DL1991PLC062744),
pursuant to the sub-section 1(a) of Section 16 of the Companies Act, 2013.
Further, the company had filed a writ petition before the Hon'ble High
Court of Delhi on February 19, 2025, challenging the said order on the grounds that the
order was passed without due consideration of the date of name change of the company and
other relevant facts. The High Court of Delhi at New Delhi vide its order dated 24th
February, 2025 directed the respondent not to give effect to die impugned order till die
next date of hearing. Now, the matter is adjourned to 31st October, 2025
37. 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. All women employees (permanent, contractual, temporary, trainees) are covered
under this policy. During the year, no complaints were received by the Company under
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Act to redress complaints received regarding
sexual harassment.
Further, the Company has also complied with all the provisions relating
to the Maternity Benefits Acts, 1961
38. 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. Tire Company's Human Resources plays a critical role in your Company's talent
management process.
39. Particulars of Employees
The Disclosure as required under Section 197(12) of the Act read with
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 required under Section 197(12) of the Act read with Rule
5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 has been given in Annexure- H and forms a part of this report. If any
Shareholder is interested in obtaining information as described under first proviso to the
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, he/she may, before the date of forthcoming Annual General Meeting, write to the
Company Secretary in this regard.
40. Subsidiaries, Associates and Joint-Ventures
The Company does not have any subsidiary, joint venture, or associate
company during the year under review. Accordingly, disclosure in Form AOC-1 pursuant to
Section 129(3) of the Companies Act, 2013 is not applicable to the Company.
41. Incremental Borrowings under Large Corporate
Framework of SEBI
Pursuant to Regulation 50B of SEBI (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 (NCS Regulations) read with Chapter XII of
the NCS Master Circular dated May 22, 2024 relating to 'Fund raising by issuance of debt
securities by large corporates', the framework is not applicable to the company.
42. 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.
43. 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 to the Audit Committee
or the Board 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.
F. Material changes and commitments after the closure of tire financial
year till the date of this Report, which affects the financial position of the Company.
All Policies as required under the Act or the SEBI LODR Regulations are
available on tire website of the Company i.e. https://www.spllimited. com/policies.htm.
Links of the Policies are provided in the 'Corporate Governance Report', which forms part
of this report.
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during tire year alongwith their
status as at the end of the financial year is not applicable; and
The requirement to disclose tire details of difference between amount
of the valuation done at the time of onetime settlement and the valuation done while
taking loan from the Banks or Financial Institutions along with the reasons thereof, is
not applicable.
44. Acknowledgments
Your Directors thank various Central and State Government Departments,
Organizations and Agencies for the continued help and cooperation extended by them. Tire
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.
Your Directors also wish to convey their appreciation for collective
contribution & hard work of employees across all levels. The Board also takes this
opportunity to express its deep gratitude for the continued co-operation and support
received from its valued shareholders and their confidence in management and look forward
to their continued support in future too.
|
By order of the Board, |
|
For, SPL Industries Limited |
|
Mukesh Kumar Aggarwal |
|
Managing Director |
|
DIN 00231651 |
| Place- Faridabad |
C-l/4, Sector-11, Faridabad |
| Date- September 03, 2025 |
Haryana -121007 |
|