Dear Shareholders,
The Board of Directors of your
Company is pleased to submit their 42nd Annual Report on the operations and performance of
the Company along with the audited financial statements for the year ended 31st March
2023.
Financial Results:
The brief summary of the
financial performance of the Company for the year under review along with the comparative
figures for the previous year is summarized herein below:
Rs. In Lakhs
PARTICULARS |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations |
87,779.58 |
85,309.69 |
88,314.31 |
95,177.28 |
Other Income |
1,931.21 |
1,699.98 |
2,753.77 |
2,933.65 |
Total Income |
89,710.79 |
87,009.67 |
91,068.08 |
98,110.93 |
Total Expenses |
89,444.80 |
86,123.64 |
90,778.71 |
98,303.91 |
Earnings before
Interest, depreciation, tax and amortization (EBIDTA) |
1,848.78 |
3,372.92 |
5,634.21 |
3,495.82 |
Less:- Finance Cost |
4,982.83 |
2,097.07 |
5,634.21 |
3287.74 |
Less:- Depreciation |
297.51 |
389.82 |
319.16 |
401.06 |
Profit/ (Loss) before tax from
continuing operations |
265.99 |
886.03 |
289.37 |
(192.98) |
Tax Expenses of Continuing
Operations |
|
|
|
|
Less: - Current tax |
54.94 |
329.58 |
261.45 |
345.65 |
Less: - Deferred Tax |
- |
(441.61) |
(2.68) |
(458.00) |
Earning before share of
profit/ (loss) of associate and joint venture, with continuing operations |
- |
- |
(80.63) |
|
Share of profit/(loss) of
Associates & Joint Ventures |
- |
- |
3.21 |
66.74 |
Minorities share of profit/(loss) |
- |
- |
(5.28) |
(46.08) |
Profit/ (Loss) after tax from
continuing operations |
211.05 |
998.06 |
39.09 |
32.19 |
Profit/ (Loss) before tax from
discontinued operations |
- |
- |
- |
|
Tax Expenses of discontinued
Operations |
|
|
|
|
Less: - Current tax |
- |
- |
- |
|
Less: - Deferred Tax |
- |
- |
- |
|
Profit/ (Loss) after tax from
discontinued operations |
- |
- |
- |
|
Earning Before Tax (EBT) |
265.99 |
886.03 |
292.58 |
(126.24) |
Tax Expenses |
|
|
|
|
Less: - Current tax |
54.94 |
329.58 |
261.45 |
345.65 |
Less: - Deferred Tax |
- |
(441.61) |
(2.68) |
(458.00) |
Profit After Tax |
211.05 |
998.06 |
32.19 |
|
Other Comprehensive Income for the
Year (Net of Taxes) |
7.09 |
(21.19) |
6.57 |
(21.20) |
Total Comprehensive Income for the
year |
218.14 |
976.87 |
45.66 |
10.99 |
Earnings per share (in Rs.) -
Basic and Diluted (Nominal value Rs.2 Per Share) |
0.44 |
2.68 |
0.08 |
0.09 |
Financial Performance
on Standalone basis, the
Operating Revenue of your Company for the financial year ended 31st March, 2023 stood at
Rs. 87,779.58 Lakh as compared to Rs. 85,309.69 Lakh in the previous year. The Net Profit
for the year is Rs. 211.05 Lakh over the previous year Net profit of Rs. 998.06 Lakh.
On Consolidated basis, the
Operating Revenue of your Company for the financial year ended 31st March, 2023 stood at
Rs. 88,314.31 Lakh as compared to Rs. 95,177.28 Lakh in the previous year. The
Consolidated Net Profit in Financial Year 2022-23 is Rs. 39.09 Lakh as compared to Net
Profit of Rs. 32.19 Lakh in the previous year.
The financials of your Company
has affected mainly due to delay in ongoing resolution plan on account of approval from
the lenders, increase in finance cost etc.
State of Company's
Affairs
SPML Infra Ltd. is India's
leading Public Listed Infrastructure Development Company with over four decades of
experience in the public and private sectors. The Company has executed and commissioned
over 650 large and medium infrastructure projects across India and created significant
value for the country, thus touching lives of millions of people with provision of
drinking water facilities, wastewater treatment, integrated sewerage network, better
municipal waste management, power transmission & distribution and lighting up homes.
The Company features among the World's Top 50 Private Water Companies and amongst
India's 50 Best Real Estate & Infrastructure Companies. The Company operates on
engineering, procurement, construction (EPC) segment and as on date, there is no change in
the nature of business being undertaken by the Company.
The Company is mainly engaged
in the water sector where there is enormous opportunity by way of Govt. spending and
allocation of fund for the water infrastructure project. The govt. has allocated
approximately 7.30 Lakh Crore to be spend in next few years which will give a good
business prospect to the Company in the water sector by obtaining various contracts from
the central/state Govt
The key awards received by the
company:
• The
Economic Times Infra Focus Awards 2022 as most Admired Company in the Water Infrastructure
Sector.
•
Construction Times Awards 2023 for Best Water Project of the year.
• Indian
Achievers Award 2022 for Business Leadership to Company's Chairman.
Debt Resolution
The Lenders of the Company are
still working on debt resolution of the Company as per the guideline and provision of the
Reserve Bank of India and the management is quite hopeful that the debt resolution will be
completed soon which will help the Company to grow and take the new businesses in the
emerging market available in the water sector.
Dividend
To cater the need of working
capital requirement and other operational efficiencies, the Board of Director expresses
their view to retain the profit into the Company and therefore, do not recommend any
dividend for the financial year 2022-23
Transfer to Reserves
The Board of Directors has
decided to retain the entire amount of profits in the profit and loss account.
Deposits
Your Company has not accepted
any Deposit from the Public in terms of the provisions of Section 73 of the Companies Act,
2013 read along with the Companies (Acceptance of Deposits) Rules, 2014 including any
amendment thereto and as such there is no amount of principal or interest was outstanding
as on 31st March 2023.
Share Capital
During the year under review
Company has converted part of an existing unsecured loan of Unsecured Creditors into
Equity Shares and converted part of 0% Compulsorily Convertible preferential Shares (CCPS)
of promoter and promoter group into Equity Shares on preferential basis.
The Company has allotted
2,742,790 Equity Shares of Rs. 2/- each fully paid-up at an issue price of Rs. 57/- each
(including a premium of Rs. 55/- each) aggregating to Rs. 1563,39 Lakh on preferential
basis by way of Conversion of Unsecured Loan into Equity. Company further converted
1,627,465 0% Compulsorily Convertible Preference Shares (CCPS) into 3,254,930 equity
Shares at a conversion price of Rs. 50/- each (including a premium of Rs. 48/-
each)aggregating to Rs. 1627.47 Lakh on preferential basis to improve the net worth of the
Company and reduce the financial cost.
As on 31st March, 2023, the
revised Equity Share Capital of the Company is Rs. 908.46 Lakh divided into 45,422,996
Equity Shares of Rs. 2/- each and Preference Share Capital of the Company is 1777.46 Lakh
divided into 1,777,465 0% Compulsorily Convertible Preference Shares (CCPS) of Rs. 100/-
each.
During the period under review
there is no change in the Authorised Capital of the Company.
Subsidiary Companies/ Joint
venture Companies / Associate Companies
Pursuant to the provisions of
Section 129(3) of the Companies Act, 2013 read along with the Companies (Accounts) Rules,
2014, a separate statement containing the salient features of the performance and
financial position of each of the Subsidiaries/ Associates/ Joint Ventures in the
prescribed Form AOC-1 has been prepared and is forming the part of the Financial
Statements of the Company.
In compliance with the
provisions of Section 136 of the Companies Act 2013, a copy of the Financial Statement
consisting of the Standalone as well as the Consolidated, along with all relevant
Annexures, Auditors Report, Directors Report are available on the website of the Company
and will also be available for in electronic mode during working hours till the Annual
General Meeting of the Company.
The Policy for determining the
“Material Subsidiaries” in terms of applicable provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, may be accessed on the Company's
website at www.spml.co.in.
Directors and Key Managerial
Personnel
Pursuant to the provisions of
Section 152 (6) of the Companies Act 2013 & the Rules framed thereunder and the
applicable provisions of the Articles of Association of the Company Mr. Subhash Chand
Sethi (DIN No.:00464390), Whole Time Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
reappointment.
During the year under review
Mr. Charan Singh resigned from the post of Directorship because of his appointment as
Technical Member in NCLT.
To comply with the provision
of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and to fill the vacancy caused by the
resignation of Mr. Charan Singh, the Board of your Company on the recommendation of
Nomination and Remuneration Committee appointed Ms. Arundhuti Dhar as an Additional
Independent Director of the Company w.e.f 13th February, 2022 for a term of 5 consecutive
years.
Further, as on the date of
this report, Shareholder accorded their approval by way of postal ballot to appoint Ms.
Arundhuti Dhar as an Independent Director of the Company for a term of 5 consecutive
years.
All the Directors seeking
appointment/re-appointment in the ensuing Annual General Meeting have submitted
declarations that each of them meets the criteria of independence as provided in Section
149(6) of the Companies Act along with Rules framed thereunder and Regulation 16(1)(b) of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The brief details of all the
aforesaid Directors seeking re-appointment at the ensuing Annual General Meeting is
furnished in the explanatory statement to the notice calling the Annual General Meeting.
As on 31st March, 2023 Mr.
Subhash Chand Sethi Whole-time Director, Mr. Manoj Digga, CFO and Mrs. Swati Agarwal,
Company Secretary continue to be the Key Managerial Personnel (KMP) of the Company in
accordance with the provisions of Section(s) 2(51) and Section 203 of the Companies Act,
2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014.
Board Diversity
Your Company understands and
believes that a well diverse Board enhances the quality of decisions by utilizing
different skills, qualifications, professional experience, ethnicity and other
distinguished quality of the individual Board members. Company believes that Board
diversification is necessary for effective corporate governance, driving business results,
sustainable and balanced development and to monitor the effectiveness of the company's
practices. In order to achieve the aforesaid your Board has well experienced and expertise
combination of industry knowledge which is in the best interest of the Company.
Pursuant to the Regulation
19(4) & 20(4) and Part D of Schedule II of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Board of the Company has adopted a Policy on diversity
of Board of Directors. The said policy is available on the website of the company at
www.spml.co.in.
Board Evaluation
In terms of the Regulation
19(4) & 20(4) and Part D of Schedule II of the SEBI (Listing Obligations and
disclosure Requirements) Regulations, 2015 and as per Companies Act, 2013 the Board is
required evaluate its own performance along with the performance of the Committee and the
individual director. The Board Evaluation Framework is conducted annually for all the
Board Members on various factors viz Relationship with Stakeholders, Company's
performance, decision making, information flow etc. The Board evaluation is conducted
through questionnaire having qualitative parameters and feedback based on rating
Familiarization Program for
Independent Directors
In Compliance with Regulation
25(7) of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the
company has put in place the familiarization program for the Independent directors to
familiarize them with their roles, rights, responsibilities in the Company, nature of the
industry in which the Company operates, business model of the company, roles rights and
their responsibilities and any other relevant matters if any through various programs. The
Policy on Familiarization programs for independent directors adopted by the Board is also
available on the company's website at www.spml.co.in
Meeting of the Board of
Directors
During the year under review,
the Board met six (6) times, the details of the Meetings of the Board held during the
financial year 2022-23 are given under the section Corporate Governance Report which forms
the part of this report.
Meeting of Independent
Directors
Pursuant to the requirements
of Schedule IV of the Companies Act, 2013 and as in terms of Regulation 25 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the separate meeting
of the Independent Directors of the Company has been convened on 17th March, 2023 to
review the matters as laid down in the aforesaid Schedule and Regulations.
Declaration by Independent
Director
In terms of Section 149(7) of
the Companies Act, 2013, your Company has received the requisite declaration from each of
the Independent Directors of the Company specifying that he/she meets the criteria as laid
down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing
of Obligations and Disclosure Requirements) Regulations, 2015.
Directors Responsibility
Statements
In terms of the provision of
Section 134(5) of the Companies Act, 2013, your Directors hereby confirm:
a) that in the preparation of
the annual accounts, the applicable accounting standards have been followed along with
proper explanation relating to material departures, if any;
b) that we have 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) that proper and sufficient
care has been taken for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) that the annual accounts
have been prepared on a going concern basis;
e) that proper systems to
ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively; and
f) that proper internal
financial controls were laid down and that such internal financial controls are adequate
and were operating effectively.
Extract of the Annual Return
In accordance with Section 92
(3) of the Companies Act, 2013 read along with Rule 12 (1) of the Company (Management
& Administration) Rules, 2014 including any amendment thereto, an extract of the
Annual Return in the prescribed format for the Financial Year ended 31st March, 2023 is
available on the website of the Company at https://www.spml.co.in/Investors/Annual Returns
Statutory Auditors and their
Report
At the Annual General Meeting
held on 26th September, 2022, M/s Maheshwari & Associates, Chartered Accountants (FRN
No. 311008E), Kolkata were re-appointed as Statutory Auditor of the Company for a second
term of five years to hold office from the conclusion of 41st Annual General Meeting till
the conclusion of the 46th Annual General Meeting of the Company to be held in the
Calendar Year 2027.
The Auditor's have
confirmed that they are not disqualified from continuing as the Auditors of the Company.
The Auditors' Report(s)
to the Members of the Company in respect of the Standalone Financial Statements and the
Consolidated Financial Statements for the Financial Year ended March 31, 2023 are
self-explanatory and the qualification or observations of the Auditors have been suitably
addressed in Note No. 16.5 and 42 to 43 of the notes forming part of the standalone
financials, Note No. 17.6 and 42 to 43 of the notes forming part of the consolidated
financials and explanations provided in the Director's Report towards CSR and
therefore do not call for any further comments.
Secretarial Audit
Pursuant to the provisions of
Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of your company had appointed
Mr. Tumul Maheshwari Proprietor of M/s MT & Co., (erstwhile PTM & Co.,) Company
Secretary in Practice as Secretarial Auditor to conduct the secretarial audit for the
financial year ended on 31st March, 2023.
The Secretarial Audit Report
for the Financial Year ended 31st March, 2023 in Form MR-3 is annexed to the Directors
Report - Annexure - 1 and forms part of this Report. There are no qualifications,
reservations or adverse remarks made by the Secretarial Auditor in his report.
Cost Auditors
In terms of the provisions of
Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit),
Rules, 2014 the Company is required to get its cost record audited by a cost accountants
in whole time practice. In this regard the Board of Directors, on the recommendation of
the Audit Committee, has appointed M/s A. Bhattacharya & Associates., Cost Accountants
as the Cost Auditor of the Company for Financial Year 2023-24.
In terms of the provisions of
Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit
and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified
by the Members. Accordingly, requisite resolution seeking ratification of remuneration
payable to the Cost Auditors for the Financial Year 2023-24 is forming part of the notice
convening the ensuing Annual General Meeting.
Related Parties Transactions
As a part of its philosophy of
adhering to the highest ethical standards, transparency and accountability, your Company
has historically adopted the practice of undertaking related party transaction in ordinary
course of business and on arm's length basis. In line with the Companies Act, 2013
and Listing Regulations, the Board has approved the policy on related party transaction
and the same is placed on the website of the Company.
All the related party
transactions are placed on quarterly basis before the Audit Committee and Board for their
approval. Prior Omnibus approval also obtained from the Audit Committee and Board for the
transactions which are repetitive in nature and entered in the ordinary course of business
and at arm's length basis.
During the year under review,
Company did not have any contracts or arrangements with related parties in terms of
Section 188(1) of the Companies Act, 2013. Also, there were no material related party
contracts entered into by the Company. However, the nil disclosure of related party
transactions as required in Form AOC-2 is form part of this report and annexed as
Annexure-2.
Corporate Social
Responsibility
As on the date of this report
Company has reconstituted the Corporate Social Responsibility Committee comprising of Mr.
Sushil Kumar Sethi, Non-Executive Director as the Chairman of the Committee, Mr. Prem
Singh Rana Independent Director and Ms. Arundhuti Dhar Independent Director of the Company
as the Member of the Committee. The CSR Policy framework is available on Company's
website at www.spml.co.in.
The Company has negative
average net profit of three immediately preceding financial year as per the provision for
calculation of CSR, therefore the Company was not required to spend any amount towards
corporate social responsibility during the financial year 2022-23.
The Annual Report on CSR
containing particulars specified in Companies (Corporate Social Responsibility Policy)
Rules, 2014, is annexed as Annexure – 3 to this report.
Committee of the Board
Your Company has the following
Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder
Relationship Committee, Finance Committee, CSR Committee and Banking & Finance
Committee. The details pertaining to such Committees are provided in the Corporate
Governance Report, forming part of this report.
Internal Financial Control
Systems and their Adequacy
The Board of your Company has
laid down internal financial Controls to be followed by the Company and that such controls
are adequate and operating effectively. Such Systems are inherent in the Company and are
working effectively and efficiently. Your Company has adopted policies and procedures for
ensuring the orderly and efficient conduct of its business including adherence to the
Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial disclosure.
Vigil Mechanism
In line with the requirement
under Section 177(9) & (10) of the Companies Act, 2013, read with the Companies
(Meeting of the Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a
Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the
directors and employees to report any fraudulent financial or other information any
unethical behavior, actual or suspected fraud or violation of the company's code of
conduct or ethics policy. The Policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provide for direct access
to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed
by the Audit Committee. It is hereby affirmed that no personnel of the Company has been
denied access to the Audit Committee. The Whistle Blower Policy is available at Company's
website at www.spml.co.in.
Risk Management
The Board of your Company has
framed a policy on Risk Management which provides for identification, assessment and
control of risks that in the opinion of the Board may threaten the existence of the
Company. The Management review, monitors, identifies and controls risks through a properly
defined framework in terms of the Risk Management Policy.
Particulars of Investments,
Loans, Guarantees given or Securities Provided
Pursuant to Section 186 of the
Companies Act, 2013 and Schedule V of the Securities and exchange Board of India (Listing
Obligations and disclosures Requirements) Regulations, 2015, disclosure on particulars
relating to Investments, Loans, Guarantees and Securities are forming part of the Annual
Report.
The Company has made the
necessary impairment of Investment and Loan given to various Companies based on the need
and requirement of the Indian Accounting Standard (IND AS)
Policy on Director's
Appointment and Remuneration
The policy of the Company on
Director's Appointment and Remuneration including qualification, positive attributes
and independence of a Directors, Key Managerial Personnel, Senior Management Personnel and
their remuneration and other matters as required under Section 178(3) of the Companies
Act, 2013 is available on our website at www.spml.co.in
We further affirm that the
remuneration paid to the directors is as per the terms laid down in the Nomination and
Remuneration Policy.
Material Changes and
Commitments
During the year under review
there have been no other material changes and commitments affecting the financial position
of the Company which occurred between the end of the Financial Year of the Company as on
31st March 2023 and the date of this report.
Significant and Material
Orders impacting Operations of Company in Future
There are no significant or
material orders that have been passed by any Regulators/Court or Tribunals impacting the
going concern status and future operations of your company.
Investor Education and
Protection Fund (IEPF)
Pursuant to Provisions of
Section 124 of the Companies Act 2013 read with Rule 6 of the IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all unpaid or
unclaimed dividends, which remains unpaid or unclaimed for a period of seven years are
required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF”),
established by the Central Government.
Further, the Company is also
required to transfer all the shares in respect of which dividend has not been paid or
claimed for Seven (7) consecutive years or more to the Demat Account created by the IEPF
Authority. However, in case if any dividend is paid or claimed for any year during the
said period of Seven (7) consecutive years, the shares in respect of which dividend is
paid so paid or claimed shall not be transferred to demat account of IEPF.
In compliance with the
aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and
corresponding shares to IEPF. The details of the unclaimed / unpaid dividend during the
last seven (7) years and also the details of the unclaimed shares transferred to IEPF are
available on the website of the Company at www.spml.co.in
Employee Stock Option Scheme
In Compliance with the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, Nomination and Remuneration Committee of the Board of Directors of your
Company administered and implemented the Company's Employee Stock Option Scheme
(ESOP-2021).
As on date of the report
Nomination and Remuneration Committee has granted 1,950,698 options to certain eligible
employees of the Company. Each option would be converted into 1 (one) equity shares of the
Company upon exercise.
Applicable disclosures
relating to Employees Stock Options, pursuant to SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, as amended from time to time are placed on the website of
the Company at www.spml.co.in. The ESOP-2021 Scheme of the Company is in compliance with
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021
The Company has obtained
Secretarial Auditors' certificate to the effect that the ESOP – 2021 Scheme of
the Company is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.
Secretarial Standards
The Company complies with all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Reporting of Frauds
There have been no instances
of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the
Companies Act, 2013 and the Rules framed thereunder either to the Company or to the
Central Government.
Management Discussion and
Analysis
In terms of the Regulation
34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Report on Management Discussion and Analysis forms part of the Annual Report.
Corporate Governance Report
Pursuant to Listing
Regulations and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section titled ‘Corporate Governance' has
incorporated in the Annual Report.
A certificate from the
auditors of the company regarding compliance with the conditions of Corporate Governance
also forms part of the Annual Report.
Employees Relations
During the year under review
the relations with the employees has been cordial. Your directors place on record their
sincere appreciation for services rendered by the employees of the Company.
Protection of Women at
Workplace
SPML strives to provide a safe
working environment to woman employees to avoid any gender discrimination. Therefore, the
Company has formulated a Policy on Prevention of Sexual Harassment at work place in terms
of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and
address issues of sexual harassment at work place. Pursuant to the said act the Company
has constituted the Internal Complaint Committee for Prevention of Sexual Harassment (ICC)
of all women employees whether they are permanent, temporary or contractual. The said
policy also covered the women service provider or women who visit any office premises of
the Company. In order to raise awareness among the employees the aforesaid policy has been
widely circulated to all the employees of the Company.
During the year under review,
no case of sexual harassment was reported.
Particulars of Employees
Disclosures required pursuant
to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Statement
containing the name of top ten employee of the Company in terms of the receipt of the
remuneration of Rs.102 lakhs if employed throughout the year and receipt of Rs. 8.50 lakhs
if employed for a part of the financial year in terms of Rule 5(2) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as
Annexure- 4 to this report.
Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo Conservation of Energy
The Particulars as prescribed
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies
(Accounts) Rule, 2014 pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo conservation of energy are attached as Annexure – 5 and
form part of this report.
Insolvency and Bankruptcy
Code, 2016
During the year under review
the NCLT has not given any verdict against the Company under the Insolvency and Bankruptcy
Code, 2016.
One Time Settlement
During the year under review,
the Company has entered into One Time Settlement with IFCI Ltd primarily through the sale
proceeds of the property exclusively charged to them and all the securities held by IFCI
has been released and IFCI is no longer under the Consortium of Lenders.
Acknowledgement
Your Directors take this
opportunity to thank and express their sincere appreciation for the valuable cooperation
and support received from the Company's Bankers, Financial Institutions, Central and
State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers,
Shareholders, employees and other stakeholders of the Company.
Further, the director value
the contribution made by every member of the SPML family.
On behalf of the Board
Place: Kolkata Subhash Chand
Sethi
Date: 14th August, 2023
Chairman
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