Home  »  Company  »  SPL Industries L  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of SPL Industries Ltd.

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

 
Subscribe now to get personal finance updates in your inbox!