TO THE MEMBERS
DEAR SHAREHOLDERS,
Your Directors have pleasure in presenting their 53rd Annual Report along with the
Audited Financial Statements on the Business and operations of the Company for the
financial year ended March 31, 2023.
FINANCIAL HIGHLIGHTS
The highlights of your Company's financial results for the financial year ended March
31, 2023 and for the previous year are summarized below:
(Rs. in Lakhs)
Particulars |
Year Ended on 31.03.2023 |
Year Ended on 31.03.2022 |
Revenue from Operations |
4433.56 |
3622.80 |
Other Income |
246.66 |
47.10 |
Total Income |
4680.22 |
3669.90 |
Total Expenditure |
356.43 |
289.26 |
Profit /(Loss) before tax from Continued operations |
4323.79 |
3380.64 |
Tax Expenses from Continued operations |
836.61 |
835.44 |
Profit (Loss) from continuing operations |
3487.18 |
2545.20 |
Profit /(Loss) before tax from discontinued operations |
(3.32) |
9.80 |
Tax Expenses from discontinued operations |
(0.84) |
2.47 |
Profit/(Loss) from discontinuing operations |
(2.48) |
7.33 |
Profit (Loss) after tax |
3484.70 |
2552.53 |
APPROPRIATIONS:
a. DIVIDEND
Your Directors have not recommended any dividend for the financial year ended 31st
March, 2023.
UNPAID / UNCLAIMED DIVIDEND
No amount of unpaid / unclaimed dividends and unclaimed equity shares to IEPF account
was transferred during the year as the same was not required.
b. TRANSFER TO GENERAL RESERVE
The Company has not transferred any amount to general reserve during the current
financial year. Company earned profit of Rs. 3484.70 lakhs during the Financial Year
2022-23.
SHARE CAPITAL |
a) The Company has not made any allotments during the year under review. |
b) The Company has not bought back any of its securities during the year under review. |
c) The Company has not issued any sweat equity shares during the year under review. |
d) No Bonus shares were issued during the year under review. |
e) The Company has not provided any Stock Option Scheme to the employees. |
CHANGE IN THE NATURE OF BUSINESS
During the financial year under review, no changes have occurred in the nature of the
Company's business.
ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
During the year under review there was no alteration in Memorandum of Association and
Articles of Association.
STATE OF COMPANY'S AFFAIRS
The Company has earned profit of Rs. 3484.70 lakhs during the Financial Year 2022-23.
The total income for the financial year under review increased to Rs. 4680.22 lakhs as
against Rs. 3669.90 lakhs for the previous financial year. Profit from continuing
operations was Rs. 3487.18 lakhs for the financial year under review as against the profit
of Rs. 2545.20 lakhs for the previous financial year. Loss from discontinued operations
was Rs. 2.48 lakhs for the financial year under review as against the profit of Rs. 7.33
lakhs in the previous financial year. The profit of the Company for the financial year
under review after tax was Rs. 3484.70 lakhs as against profit of Rs. 2552.53 lakhs in the
previous financial year.
ANNUAL RETURN
The Annual Return pursuant to the provisions of Section 134 (3) and 92(3) of the Act
read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the
financial year 31st March, 2023 is available on the website of the Company at
https://www.splindia.co.in
NUMBER OF MEETINGS OF THE BOARD
During the financial year Four (04) Board Meetings were convened and held. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013 ("the Act").
Sl. Type of Meeting |
No. of meetings |
Date of Meeting |
Directors attended the meeting |
1. Board Meeting |
2/2022 |
19.05.2022 |
1. Mr. Gaurav Swarup |
|
|
|
2. Mr. Hartaj Sewa Singh |
|
|
|
3. Mr. Manoj Kumar K. G |
|
|
|
4. Mr. Arun Kumar Singhania |
|
|
|
5. Mr. Niranjan Kumar Gupta |
|
|
|
6. Mr. Naveen Aggarwal |
|
|
|
7. Mr. Shyam Sunder Madan |
|
|
|
8. Ms. Purti Gupta |
2. Board Meeting |
3/2022 |
09.08.2022 |
1. Mr. Gaurav Swarup |
|
|
|
2. Mr. Hartaj Sewa Singh |
|
|
|
3. Mr. Arun Kumar Singhania |
|
|
|
4. Mr. Naveen Aggarwal |
|
|
|
5. Mr. Niranjan Kumar Gupta |
|
|
|
6. Mr. Shyam Sunder Madan |
|
|
|
7. Ms. Purti Gupta |
|
|
|
8. Mr. Ashutosh Gupta |
|
|
|
9. Mr. Sanjay Garg |
3. Board Meeting |
4/2022 |
10.11.2022 |
1. Mr. Gaurav Swarup |
|
|
|
2. Mr. Hartaj Sewa Singh |
|
|
|
3. Mr. Arun Kumar Singhania |
|
|
|
4. Mr. Manoj Kumar K. G |
|
|
|
5. Mr. Naveen Aggarwal |
|
|
|
6. Mr. Niranjan Kumar Gupta |
|
|
|
7. Ms. Purti Gupta |
|
|
|
8. Mr. Shyam Sunder Madan |
4. Board Meeting |
1/2023 |
13.02.2023 |
1. Mr. Gaurav Swarup |
|
|
|
2. Mr. Hartaj Sewa Singh |
|
|
|
3. Mr. Arun Kumar Singhania |
|
|
|
4. Mr. Niranjan Kumar Gupta |
|
|
|
5. Mr. Shyam Sunder Madan |
|
|
|
6. Ms. Purti Gupta |
|
|
|
7. Mr. Manoj Kumar K. G |
|
|
|
8. Mr. Pankaj Agarwal |
|
|
|
9. Mr. Ashutosh Gupta |
|
|
|
10. Mr. Sanjay Garg |
|
|
|
11. Ms. Deepika Sharma |
5. Annual General Meeting for the FY 2021-22 |
52nd |
21.09.2022 |
1. Mr. Naveen Aggarwal |
|
|
|
2. Mr. Manoj Kumar K.G. |
|
|
|
3. Mr. Ashutosh Gupta |
|
|
|
4. Mr. S. S. Madan |
|
|
|
5. Ms. Purti Gupta |
|
|
|
6. Mr. Pankaj Agarwal |
|
|
|
7. Mr. Sanjay Garg |
COMPOSITION OF AUDIT COMMITTEE
The Company has formed the Audit Committee pursuant to the provisions of Section 177 of
the Act consisting of the following members:
1. Mr. Naveen Aggarwal |
: Chairman |
2. Mr. N.K. Gupta |
: Committee Member |
3. Mr. Sanjay Garg |
: Committee Member |
4. Mr. Arun Kumar Singhania |
: Committee Member |
During the year Four (04) meetings of the Audit Committee were convened and held on: |
|
19th May, 2022 |
|
9th August, 2022 |
|
10th November, 2022 |
|
13th February, 2023 |
|
Majority of the members of the Audit Committee are financially literate and have
accounting or related financial management expertise.
Attendance of the Members at the Meeting was as follows:
Name |
Designation/Status |
No. of Meetings entitled to attend |
No. of Meetings attended |
Naveen Aggarwal |
Chairman |
4 |
3 |
N.K. Gupta |
Member |
4 |
4 |
Arun Kumar Singhania |
Member |
4 |
4 |
Sanjay Garg |
Member |
3 |
3 |
COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Company has formed the Nomination & Remuneration Committee pursuant to the
provisions of Section 178 of the Act consisting of the following members:
1. Mr. Hartaj Sewa Singh |
: Chairman |
2. Mr. Naveen Aggarwal |
: Committee Member |
3. Mr. Shyam Sunder Madan |
: Committee Member |
4. Mr. Arun Kumar Singhania |
: Committee Member |
During the year Two (02) meetings of the Nomination & Remuneration Committee were
convened and held on:
19th May, 2022
9th August, 2022
Attendance of the Members at the Meeting was as follows:
Name |
Designation/Status |
No. of Meetings entitled to attend |
No. of Meetings attended |
Hartaj Sewa Singh |
Chairman |
2 |
1 |
Naveen Aggarwal |
Member |
2 |
2 |
Shyam Sunder Madan |
Member |
2 |
2 |
Arun Kumar Singhania |
Member |
2 |
1 |
COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has formed the Stakeholders Relationship Committee pursuant to the
provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Regulations")
consisting of the following members:
Mr. Niranjan Kumar Gupta |
: Chairman |
Mr. S. S. Madan |
: Member |
Mr. Bhuwan Chaturvedi |
: Member |
Mr. D.K. Agarwal |
: Member |
During the year only one meeting of the Stakeholders Relationship Committee was
convened and held on13th February, 2023.
Attendance of the Members at the Meeting was as follows:
Name |
Designation/Status |
No. of Meetings entitled to attend |
No. of Meetings attended |
Mr. Niranjan Kumar Gupta |
Chairman |
1 |
1 |
Mr. Shyam Sunder Madan |
Member |
1 |
1 |
Mr. Bhuwan Chaturvedi |
Member |
1 |
1 |
Mr. Dinesh Kumar Agarwal |
Member |
1 |
1 |
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility that to the best of their
knowledge and belief, for ensuring compliance with the provisions of section 134 (3) (c)
and Section 134 (5) of the Act, in the preparation of the annual accounts for the
financial year ended 31st March, 2023 and state that:
(a) In the preparation of the financial statements, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company at the end of the financial year and of
the profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the financial statements on a going concern basis;
(e) the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (7) OF THE
COMPANIES ACT, 2013
Your Company has received Declarations of Independence as stipulated under section
149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (Listing Obligations and
Disclosure Requirements)
Regulations, 2015 from Independent Directors confirming that he/she disqualified not
from being appointed/re-appointed/continue as an Independent Director as per the criteria
laid down in section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Companies Act, 2013.
In the opinion of the Board, all the independent directors are persons of integrity and
possess the relevant proficiency) expertise and experience (including as required under
the Act and the Rules made there under.
RETIREMENT BY ROTATION
In terms of section 152 of Act, following Directors of the Company, retire by rotation
and, being eligible, offer themselves for re-appointment.
1. Mr. Hartaj Sewa Singh having Director's Identification Number 00173286; |
2. Mr. Pankaj Agarwal having Director's Identification Number 08467347; |
3. Mr. Sanjay Garg having Director's Identification Number 09539286; |
Further, as required under the Listing Regulations and Secretarial Standard on General
Meetings, the brief resume of the above directors is furnished in the explanatory
statement to the Notice convening the ensuing Annual General Meeting of the Company.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Act and Rules made there under The Nomination and
Remuneration Committee and the Board have laid down the manner in which formal annual
evaluation of the performances of the Board, and that of its committees and individual
Directors, CEO and Chairman has to be made. The evaluation process focused on various
aspects of the Board and committees functioning such as their composition, experience and
competencies, performance of specific duties and obligations, corporate governance and
compliance management. A separate meeting of the Independent Directors was held,
inter-alia, to review the performance of Non-Independent Directors and the Board as a
whole, to review the performance of the Chairperson of the Company, taking into account
the views of Executive Directors and Non-Executive Directors and to assess the quality,
quantity and timeliness of flow of information between the Company's management and the
Board, that is necessary for the Board to effectively and reasonably perform its duties.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board of Directors ("Board") is in terms of the Companies
Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the Financial Year 2022-23, following changes took place in the Board of
Directors and Key Managerial Personnel of the company:
DIN/PAN |
Director's Name |
Date of Re-Appointment/ Regularization/ Resignation |
Status |
00374298 |
Mr. Gaurav Swarup |
21st September, 2022 |
Retire by Rotation |
09043439 |
Mr. Ashutosh Gupta |
21st September, 2022 |
Retire by Rotation |
00160194 |
Mr. Arun Kumar Singhania |
21st September, 2022 |
Retire by Rotation |
08467347 |
Mr. Pankaj Agarwal |
19th May, 2022 |
Appointment |
|
|
21st September, 2022 |
Regularized |
09539286 |
Mr. Sanjay Garg |
19th May, 2022 |
Appointment |
|
|
21st September, 2022 |
Regularized |
06624132 |
Mr. A. Sukumar |
19th May, 2022 |
Resigned |
09384308 |
Ms. Amisha Srivastava Gupt |
21st September, 2022 |
Regularized |
|
|
16th November, 2022 |
Resigned |
08873691 |
Ms. Deepika Sharma |
16th November, 2022 |
Appointment |
CKYPS8175C |
Ms. Anuradha Sharma(CS) |
19th May, 2022 |
Appointment |
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND
EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE
YEAR
No Independent Director was appointed or re-appointed during the Financial Year
2022-23.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Functions and Terms of Reference of the Nomination and Remuneration Committee of the
Company are as per the Act. As on date there is no executive director appointed in the
Company.
AUDITORS: a. STATUTORY AUDITORS & STATUTORY AUDITORS REPORT:
In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder
M/s.
SANMARK & Associates, Chartered Accountants (ICAI Firm Registration No. 003343N)
were appointed as Statutory Auditors of the Company for a term of five years from the
conclusion of 52nd Annual General Meeting held on 21st September, 2022 until the
conclusion of 57th Annual General Meeting to be held in the year 2027.
The Auditors' Report on the Financial Statements of the Company for the Financial Year
2022-23 to the Members is part of Annual report. The Auditors' Report on financial
statements issued by the Statutory Auditors read together with relevant notes thereon are
self-explanatory and hence, do not required for any further comments under Section 134 of
the Companies Act, 2013. There are no qualifications, reservations or adverse remarks or
disclaimers requiring any explanation in their report.
There have been no instances of frauds reported by the Auditors under Section 143 (12)
of the Act and the Rules framed thereunder, either to the Company or to the Central
Government.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, Statutory Auditors, Secretarial Auditors did not report
any instances of fraud committed against the Company by its officers or employees as
specified under Section 143(12) of the Act. Hence, no detail is required to be disclosed
under Section134 (3)(ca) of the Act.
b. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had
appointed Mr. Baldev Singh Kashtwal, (Practicing Company Secretary) as Secretarial Auditor
to undertake the Secretarial Audit of the Company for the financial year ended March 31,
2023. The Secretarial Audit Report in form MR-3 received from Secretarial Auditor is
annexed herewith as "Annexure A" forming part of this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
c. INTERNAL AUDITORS
The Board of Directors of the Company has re-appointed M/s. NSBP & Co. as Internal
Auditors, pursuant to the provisions of Section 138 of the Act.
d. COST AUDITORS
Pursuant to the provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 the Company is not required to maintain cost records.
SECRETARIAL STANDARDS
The Directors state that the applicable mandatory Secretarial Standards i.e., SS-1:
Secretarial Standard on Meetings of the Board of Directors and SS-2: Secretarial Standard
on General Meeting issued by the Institute of Company Secretaries of India have been duly
followed by the Company.
DETAILS OF LOAN/ GUARANTEES / INVESTMENTS MADE
During the year, the Company has not given any loans or guarantees and has not made any
investments under section 186 of the Companies Act, 2013 read with the Companies (Meetings
of Board and its Powers) Rules, 2014.
DETAILS OF RELATED PARTY TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013
This particular clause is not applicable on the Company as there was no Related Party
Transactions during the year.
PUBLIC DEPOSITS
Your Company has neither accepted nor renewed any deposits from public within the
meaning of Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of
Deposits) Rules, 2014 during the year. There are no outstanding deposits as on March 31,
2023.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL PERIOD OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There were no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the company to which the financial
statements relate and the date of this report other than those explained herein.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There was no amount required to be transferred to Investor Education and Protection
Fund (IEPF) as per Section 124 of the Act read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules").
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUT-GO:
In pursuance to section 134 (3) (m) of the Companies Act, 2013 read with the Companies
(Accounts) Rules 2014, Company has taken all steps for conservation of energy. However,
Technology Absorption is not applicable to the Company as the Company is not using any
technology as per the business of the Company. Further, there were no foreign exchange
earnings and out go during they are under review.
BUSINESS RISK MANAGEMENT:
A well- risk management mechanism covering the risk mapping and trend analysis, risk
exposure, potential impact and risk mitigation process is in place, both in respect of
internal and external risks. The objective is to minimize the impact of risks identified
and taking advance actions to mitigate them. Risk management forms an integral part of the
management policy and is an ongoing process integrated with operations as required under
section 134(3)(n)of the Companies Act, 2013. At present the Company has not identified any
element of risk, which may threaten the existence of the company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and the rules made thereunder, your Company has
formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal).
The policy aims at educating employees on conduct that constitutes sexual harassment,
ways and means to prevent occurrence of any such incident, and the mechanism for dealing
with such incident in the unlikely event of occurrence.
The Internal Complaints Committee is responsible for redressal of complaints related to
sexual harassment of women at the workplace in accordance with procedures, regulations and
guidelines provided in the Policy.
DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company is committed to providing and promoting a safe and healthy work environment
for all its employees. A policy which is in line with the statutory requirements is in
place
a. number of complaints filed during the financial year Nil |
b. number of complaints disposed of during the financial year Nil |
c. number of complaints pending as on end of the financial year - Nil |
CORPORATE SOCIAL RESPONSIBILITY POLICY
In accordance with the provisions of the Companies Act, 2013 and rules made thereunder,
Your Company has formulated a CSR policy. The contents of this policy are available on the
Company's website https:// www.splindia.co.in/corporate_governance.html.
Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has a
Corporate Social Responsibility (CSR) Committee. Your Company as part of its CSR
initiatives has undertaken projects/programs in accordance with the CSR Policy. The brief
outline of the CSR policy of the Company, the CSR initiatives/ activities undertaken by
the Company details of the Composition of CSR Committee are given as "Annexure-B"
forming part of this Report in the format prescribed in Companies (Corporate Social
Responsibility Rules) 2014.
SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES
The Company does not have any subsidiary, Joint venture or Associate Company as on 31st
March, 2023.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Sections 177(9) & (10) of the Act, the Company has
adopted a Whistle Blower Policy to provide vigil mechanism for Directors/Employees to
voice their concerns in a responsible and effective manner regarding unethical behavior,
actual or suspected, fraud or violation of the Company's code of conduct and Insider
Trading Regulations. It also provides adequate safeguards against victimization of
Directors/Employees who avail the mechanism. The Company affirms that during FY 2022-23,
no personnel have been denied access to the Audit Committee.
The Whistle Blower Policy established by the Board is available on the Company's
website.
INSIDER TRADING REGULATION
The Company has adopted a Code of Conduct for Prevention of Insider Trading (in form of
Structured Digital Database-SDD) with a view to regulate trading in securities by the
Directors and designated employees of the Company. The Code requires pre-clearance for
dealing in the Company's shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price
sensitive information in relation to the Company and during the period when the Trading
Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
CORPORATE GOVERNANCE REPORT
As per Financial Statement of FY 2022-23, now Your Company's net worth was risen to Rs.
25 Crore, which has created applicability of Corporate Governance Report on the Company.
As per Regulation 15(2), Corporate governance provisions specified in regulations 17 to
27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and para-C, D and E of
Schedule V (viz., composition of board of directors and committees, related party
transactions, vigil mechanism, functional website etc.) are applicable to your company.
Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of
sub-regulation (2) of regulation 46 and para-C, D and E of Schedule V become applicable to
a listed entity at a later date, it shall ensure compliance with the same within six
months from such date.
Therefore, the Company will do all the compliances within stipulated maximum time limit
of Six months to follow all the provisions which are mentioned in the regulations 17 to 27
and 46. The Company is in the process to finalize the things as per regulation 17 to 27
and 46 and follow all the provisions within stipulated extended time period i.e., Six
Months from the date of Adoption of Accounts. Hence, the Corporate Governance Report is
not the part of the Board's report.
BUSINESS RESPONSIBILITY REPORT
Report on Business Responsibility report is not applicable to the Company as per
Regulation 34(2) (f) (Listing Obligations and Disclosure Requirements) Regulations, 2015.
INTERNAL FINANCIAL CONTROL SYSTEM
The Company has designed and implemented a process-driven framework for internal
financial controls within the meaning of explanation to section 134(5)(e) of the Act. For
FY 2022-23, the Board is of the opinion that the Company has sound Internal Financial
controls commensurate with the nature and size of its business operations, wherein
controls are in place and operating effectively.
The Directors have laid down internal financial controls to be followed by the Company
and such policies and procedures have been adopted by the Company for ensuring the orderly
and efficient conduct of its business, including adherence to Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records and timely preparation of reliable financial
information.
The Internal Auditors independently evaluate the adequacy of internal controls and
concurrently audit the majority of the transactions in value terms. Assurance on the
effectiveness of internal financial controls is obtained through management reviews,
self-assessment, continuous monitoring by functional experts as well as testing by the
Statutory/Internal Auditors during the course of their audits. Significant audit
observations and follow-up actions thereon are reported to the Audit Committee. The
observations and comments of the Audit Committee are placed before the Board time to time.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct, which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings/ behaviors of any form and the Board has laid down the
directives to counter such acts. All the Board Members and the Senior Management personnel
have confirmed compliance with the Code.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The statement containing the names and other particulars of employees in accordance
with the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended),
is given in "Annexure C" forming part of this Report.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA):
Management discussion and analysis report highlighting the performance and prospects of
the Company's business for the year, as stipulated under Regulation 34 (2) (e) read with
schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
("Listing Regulations") is presented in "Annexure-D".
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
During the year under review, no significant or material orders were passed by any
Regulator or Court or Tribunal which can have impact on the going concern status of the
Company and its operations in future.
DETAILS OF APPLICATION MADE BY THE COMPANY OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS
AS AT THE END OF THE FINANCIAL YEAR
During the year the Company has not made any application under the Insolvency and
Bankruptcy Code, 2016 (31 OF 2016) neither any proceeding under the said Code is pending.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
This particular clause is not applicable on the Company as the Company has not taken
any loan from Banks or Financial Institutions.
ACKNOWLEDGEMENTS
The Directors wish to thank the Company's customers, business partners, vendors,
bankers & financial institutions, all government & non-governmental agencies, and
other business associates for their continued support. The Directors also acknowledge and
appreciate the support and confidence reposed by the Company's shareholders. The Directors
remain committed to enable the Company to achieve its long-term growth objectives in the
coming years.
|
|
By order of the Board |
|
|
For Swadeshi Polytex Limited |
|
Sd/- |
Sd/- |
|
(Sanjay Garg) |
(Shyam Sunder Madan) |
Place: Ghaziabad |
Director |
Director |
Date : 11.08.2023 |
(DIN:09539286) |
(DIN:02427885) |
|