SPL Industries Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2018

TO THE MEMBERS,

The Directors have pleasure in presenting the 27th Annual Report of the Company, together with the audited financial statements, for the financial year ended on 31^st March, 2018.

SUMMARISED FINANCIAL RESULTS (Amount Rs.in Lakhs)

Particulars	2017-2018	2016-2017
Profit/(loss) Before Exceptional & Extraordinary Items	538.72	145.14
Exceptional Items/ Extraordinary Items	-	-
Prior Period Items	-	-
Profit/(loss) Before tax	538.72	145.14
Tax Expense/Adjustment
Current tax	-	-
Deferred tax	-	-
Profit/(Loss) For the period	538.72	145.14
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss	13.31	13.31
(ii) Income tax effect
B (i) Items that will be reclassified to profit or loss	-	-
(ii) Income tax effect
Other comprehensive income for the year, net of tax	13.31	13.31
Total Comprehensive Income for the year, net of tax	552.03	138.58
Earnings /(Loss) per Equity share:
Basic and Diluted	1.86	0.50

COMPANY’S PERFORMANCE

During the year under review, the Company has achieved net sales of Rs. 17,274.88 lakhs and a net profit before tax of Rs. 538.72 lakhs as against net sales of Rs. 15,063.38 lakhs and profit before tax of Rs. 145.14 lakhs in the previous financial year 2016-17 respectively.

Your Company is financially strong & self-reliant in terms of funds generation and debt servicing. A constant rise in turnover of the Company is apparent. However, your Directors are expecting better results both in terms of operations of the Company & its financial position.

DIVIDEND

In order to conserve the resources, your Board has decided not to declare any dividend for financial year 2017-2018.

TRANSFER TO RESERVES

Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to National Stock Exchange of India Limited and BSE Limited where the Company’s shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (herein after called as “SEBI Listing Regulations”). A Report on Corporate Governance is annexed as Annexure A to this Report. In terms of SEBI Listing Regulations, the Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the website of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code.

The Secretarial Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations. The Certificate on Corporate Governance in this regard is annexed as Annexure B to this Report.

A Certificate of the MD/CEO and CFO of the Company in terms of Listing SEBI Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed as Annexure C to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Regulation 34 of the SEBI Listing Regulations, the Management’s Discussions and Analysis Report is annexed as Annexure D to this report.

HUMAN RESOURCES

The Company’s HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company, to which the financial statement relates (i.e. 31^st March, 2018) and the date of the report.

DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended on 31^st March, 2018.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year none of Company become or ceased to be its Subsidiaries, joint ventures or associate.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year, there was no appointment and cessation of Directors and Key Managerial Personnel in the Company.

In accordance with the provisions of Companies Act, 2013 and Articles of Association of the Company, Smt. Shashi Agarwal shall retire by rotation at the ensuing 27^th Annual General Meeting of your Company, and being eligible, offer himself for re-appointment.

BOARD MEETINGS HELD DURING THE YEAR

During the year 9 Board Meetings were held, details of which are given in the Report on Corporate Governance as annexed to this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

One of the key functions of the Board is to monitor and review the Board Evaluation Framework. The Board works with the nomination and remuneration Committee to lay down the evaluation criteria for the performance of the Chairman/the Board, Committees of the Board, executive, non-executive and Independent directors through peer evaluation, excluding the director being evaluated. Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, an annual performance evaluation of the Board/Committees/Directors was undertaken.

Independent Directors at their meeting held during the year, considered/evaluated the performance of the Board of Directors, the Chairman and other Non-Independent Directors, without the participation of the Non-Independent Directors and Management.

The Board subsequently evaluated its own performance, the working of its Committees, Individual Directors and Independent Directors without participation of the relevant Director(s). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In compliance with requirements of Companies Act, 2013 and SEBI Listing Regulations, the Company has established a mechanism under its Whistle Blower Policy for employees to report to the management the instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same is hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are given in the Report on Corporate Governance as annexed to this Report.

RISK MANAGEMENT

The 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. The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report as annexed to this Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and verified by Statutory as well as Internal Auditors. The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorised and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report as annexed to this Report.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial.

STATUTORY AUDITOR’S

M/s Singhi Chugh & Kumar (FR No. 013613N) Chartered Accountants were re-appointed as the Statutory Auditor of the Company in the 25th Annual General Meeting of the Company for a period of 5 years subject to ratification by members of the Company in every Annual General Meeting at a remuneration to be decided by the Board of Directors in consultation with the Auditors.

The Audit Committee in their meeting held on 29^th May, 2018 recommended the ratification of appointment of Statutory Auditors of the Company for the financial year 2018-19 by the members in the ensuing 27^th Annual General Meeting of the Company. The necessary resolution for ratification of the appointment of Statutory Auditors of the Company has been included in the Notice of the ensuing 27^th Annual General Meeting for ratification by the Members of the Company.

Certificates have been received from them as per the provisions of Section 139 of the Companies Act, 2013 and to the effect that their ratification as Auditors of the Company, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for ratification as statutory auditors of the Company.

The Auditor’s Report for the financial year ended on 31⁵¹ March, 2018 does not contain any qualification, observation or adverse comment.

COST AUDIT:

The Cost audit is not applicable on the Company.

SECRETARIAL AUDITORS

The Company has undertaken Secretarial Audit for the financial year 2017-18 in terms of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Your Company had appointed Agarwal S. & Associates, Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended on March 31^st, 2018. The Secretarial Audit Report for the financial year ended 31^st March, 2018 in Form No. MR-3 is attached as Annexure E to this Report. The observation in the Secretarial Audit Report is self explanatory.

THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, there were no cases received/filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in Form MGT-9 as required under Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure F to this Report.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognising the interests of Company’s stakeholders. The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act forms part of the Board’s Report as Annexure G.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2017-18.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under Indian Accounting Standard 24 have been made in Note 38 of the Notes to the financial statements. The Company has not entered in any transaction / contract or arrangement with the Related Parties which requires the Board Approval as per Section 188 of the Companies Act, 2013 as all the transaction have been carried out in the ordinary course of business and on arms length basis. Hence for the particulars of contracts or arrangements with related parties falling under Section 188 of the Act and to be disclosed in the Board Report in Form AOC-2 is also not required to be enclosed.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibilities Policy) Rules, 2014 became applicable on the Company from the Financial Year 2016-2017. The Board of Directors and the CSR Committee review and monitor from time to time all the CSR activities being undertaken by the Company. The details of the members of the CSR Committee and the details of the meeting of CSR Committee along with their attendance held during the year are given in the Report on Corporate Governance as annexed to this Annual Report.

Mr. Chanderjeet Singh Bhatia, Independent Director of the Company is the Chairman of the Corporate Social Responsibility Committee.

The Company has maintained Corporate Social Responsibility Policy. The Corporate Social Responsibility Committee has been entrusted with the responsibility of recommending to the Board the activities/projects/programs to be undertaken by the Company as per its Corporate Social Responsibility Policy. The terms of reference of the CSR Committee include the matters specified in Section 135 of the Act.

An annexure containing the details on CSR, pursuant to Rule 8(1) of the Companies (Corporate Social Responsibility) Rules, 2014, is annexed as Annexure H.

PARTICULARS OF EMPLOYEES

As per provisions of Section 197(12) of the Companies Act, 2013 read with the Rule 5 of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to disclose the ratio of the remuneration of each director to the median employee’s remuneration and details of employees receiving remuneration exceeding limits as prescribed from time to time in the Directors’ Report. The said disclosure is annexed as Annexure I to the Board’s Report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars as described under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules, 2014 are given in Annexure J to this report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual financial statements for the year ended 31^st March, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b. For the financial year ended 31^st March, 2018, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 the financial year ended 31^st March, 2018;

c. That 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. The annual financial statements have been prepared on a going concern basis;

e. That proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. That proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

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.

For and on behalf of the Board of Directors

For SPL Industries Limited

Mukesh Kumar Aggarwal Shashi Agarwal

(Managing Director) (Director)

Place: Faridabad DIN : 00231651 DIN 06687549

Date: August 13, 2018 Add: C-1/4, Sector-11, Faridabad - 121007 Add: C-1/4, Sector-11,

Faridabad - 121007

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Mar 31, 2016

DIRECTOR’S REPORT

TO THE MEMBERS,

The Directors have pleasure in presenting the 25^th Annual Report of the Company, together with the audited financial statements, for the financial year ended on March 31^st, 2016.

SUMMARISED FINANCIAL RESULTS (Amount in Rs.)

Particulars	2015-2016	2014-2015
Profit/(loss) Before Exceptional & Extraordinary Items	90,634,776	567,3816
Exceptional Items/ Extraordinary Items	-	-
Prior Period Items	(2,287,650)	(454,370)
Profit/(loss) Before tax	88,347,126	5,219,446
Tax Expense/Adjustment
Current tax	-	(22,086)
Earlier Years Tax	(63,882)	-
Deferred tax	-	-
Profit/(Loss) For the period	88,283,244	5,197,360
Earnings /(Loss) per Equity share: Basic and Diluted	3.04	0.18

COMPANY’S PERFORMANCE

During the year under review, the company has achieved net sales of Rs. 14879.97 lakhs and a net profit before tax of Rs. 883.47 lakhs as against net sales of Rs. 5973.26 lakhs and profit before tax of Rs. 52.19 lakhs in the previous financial year 2014-15 respectively.

Your Company is financially string & self reliant in terms of funds generation, debt servicing and has been able to generate sufficient profits. A constant rise in turnover and profits of the company is apparent and your Directors are expecting better results both in terms of operation of the company & its financial position.

DIVIDEND

In order to conserve the resources, your Board has decided not to declare any dividend for FY 2015-2016.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under is enclosed as Annexure A to the Board''s Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Act and SEBI Listing Regulations, Independent Directors at their meeting held during the year without the participation of the Non-Independent Directors and Management, considered/evaluated the performance of the Board of Directors, the Chairman and other Non-Independent Directors.

The Board has undergone a formal review which comprised Board effectiveness survey, 360 degree and review of materials. This was delivered by an external specialist and resulted in a full Board effectiveness report and Director''s feedback. This is further supported by the Chairman''s Annual Director Performance Review.

The Board subsequently evaluated its own performance, the working of its Committees and Independent Directors without participation of the relevant Director(s). The criteria for performance evaluation have been detailed in the Corporate Governance Report which is attached as Annexure B to this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement/SEBI Listing Regulations, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report attached as Annexure B to this Report.

BOARD MEETINGS HELD DURING THE YEAR

During the year 12 Board Meetings were held, details of which are given in Corporate Governance Report, attached as Annexure B to this Report. TRANSFER TO RESERVES

Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

HUMAN RESOURCES

The Company''s HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity: to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel.

CORPORATE GOVERNANCE

Your Company is in compliance with the Corporate Governance guidelines, as laid out in the Listing Agreements/Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). All the Directors and the Senior Management personnel have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company.

The annual report of the Company contains a certificate by the Chief Executive Officer / Chief Financial Officer and Managing Director in terms of SEBI Listing Regulations on the compliance declarations received from the Directors and the Senior Management personnel.

The Secretarial Auditors of the Company have examined the requirements of Corporate Governance with reference to SEBI Listing Regulations and have certified the compliance, as required under SEBI Listing Regulations. The Certificate in this regard is attached as Annexure C to this Report.

The Chief Executive Officer / Chief Financial Officer and Managing Director certification as required under the SEBI Listing Regulations is attached as Annexure D to this Report. Related Party disclosures/transactions are detailed in Note 30 of the Notes to the financial statements.

RISK MANAGEMENT POLICY

Your Company has a robust Risk Management policy. The Company through its audit committee oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and risk reporting. Your Company has an established Enterprise Risk Management (ERM) function that engages with all the business verticals for risk assessment and ensures that the risk mitigation plans are in place and validates its status regularly. The details of Risk Management as practiced by the Company are provided as part of Management Discussion and Analysis Report attached as Annexure E to this Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report attached as Annexure E to this Report.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year none of Company become or ceased to be its Subsidiaries, joint ventures or associate.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of Companies Act, 2013, Mr. Sanjay Gupta was appointed as Chief Financial Officer (KMP) and Ms. Kirti was appointed as Company Secretary in the Company with effect from May 11, 2015 and July 11, 2016 respectively.

STATUTORY AUDITORS

M/s Singhi Chugh & Kumar (FR No. 013613N) Chartered Accountants, the Statutory Auditor of the Company, retire at the conclusion of this Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility and Certificates have been received from them in terms of provisions of Section 139 of the Companies Act, 2013 and to the effect that their re-appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified for reappointment as Statutory Auditors of the Company.

The Audit Committee and the Board of Directors have recommended their re-appointment as the Statutory Auditors, to hold office from the conclusion of this 25^th Annual General Meeting until the conclusion of the 30^th Annual General Meeting of the Company for a period of 5 Years subject to ratification by the members of the Company at every Annual General Meeting at a remuneration to be decided by the Board of Directors in consultation with the Auditors. The Auditor''s Report for the financial year ended on 31^st March, 2016 does not contain any qualification, observation or adverse comment.

COST AUDIT:

The Cost audit is not applicable on the Company.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act an extract of Annual Return in Form MGT-9 as on March 31^st, 2016 is attached as Annexure F to this Report.

SECRETARIAL AUDITORS

Pursuant to provisions of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed Agarwal S. & Associates, Company Secretaries, New Delhi to conduct the Secretarial Audit of the Company for the financial year ended on March 31^st, 2016. The Secretarial Audit Report for the financial year ended 31^st March, 2016 in Form No. MR-3 is attached as Annexure G to this Report. The observations in the Secretarial Audit Report are self explanatory.

OTHER LAWS

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made there under, your Company has constituted an Internal Complaints Committee (ICC). During the year under review, there were no cases received/ filed pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual financial statements for the year ended March 31, 2016, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) For the financial year ended March 31, 2016, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made 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 the financial year ended March 31, 2016;

c) That 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) The annual financial statements have been prepared on a going concern basis;

e) That proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) That proper systems have been devised to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing the interests of Company''s stakeholders. The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Board''s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given/taken loans, guarantees and investments under Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2015-16.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 30 of the Notes to the financial statements. Details of transactions with related parties are given in Form AOC - 2 which is attached as Annexure H.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibilities Policy) Rules, 2014 are not applicable on the Company for the Financial Year 2015-2016.

DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended on March, 31^st 2016.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

RESEARCH AND DEVELOPMENT, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Particulars as described under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the companies (Accounts) Rules, 2014 are given in Annexure I to this report.

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 Kumar Aggarwal Vijay Jindal Kumar

Date: 20.08.2016 (Managing Director) (Director)

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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

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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

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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

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Mar 31, 2010

The Directors of your Company have pleasure in presenting the19th Annual Report on the business and operations of the Company and the Audited Financial Accounts for the year ended 31st March, 2010.

Operations

The financial results of the company for the year ending 31st March, 2010 are given below:

(Figures in Rupees)

2009-2010 2008-2009

Profit/(Loss) before taxation & Exceptional items (256,828,840) 124,648,082

Exceptional item

Exchange Loss/(Gain) 164,064,520 277,576,617

Prior Period Adjustment for Exchange Loss 34,852,860 - Profit on Sale of Subsidiary 91,609,915 -

Profit/(Loss) Before Tax (364,136,305) (152,928,535)

Provision for Taxation

Deferred Income Tax 3,262,751 (12,440,000)

Fringe benefit Tax - 2,900,000

Wealth Tax 82,434 85,000 -

Profit/(Loss) After Tax (367,481,490) (143,473,535)

Add/(Less)

Profit Brought forward from previous year 697,721,974 841,195,509

Profit available for Appropriation 330,240,484 697,721,974



Overall Performance

During the year under report, the performance of the company is not satisfactory, the turnover of the Company has reduced to Rs.281.6 Crores from Rs.369.06 Crores for the year ending 31st March, 2009 and suffered loss after tax of Rs.36.74 Crores for the year under review.

Growth and Future Plans

The Management of your company is of the opinion that the worst period of Economic recession is over and the Indian Economy is on the path of recovery. Your company has started getting orders and enquires from the overseas market. Therefore, the over all performance of the company in the coming years will improve.

Dividend

To conserve the resources of the company, the Board of Directors of your company has decided not to recommend any dividend to its stakeholders.

Fixed Deposits

During the year under review, your company has not accepted any fixed deposits from the general public.

Consolidated Financial Statements

As required by Accounting Standard 21, the audited Consolidated Financial Statements of the Company are annexed and form an integral part of the report.

Statutory Disclosures

As required under Section 212 of the Companies Act, 1956, the Statement and Annual Accounts of Subsidiary Company along with the report of the Board of Directors and respective Auditors Reports are annexed and forms an integral part of this report.

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.

DirectorÊs Responsibility Statement

As required under Section 217(2AA) of the Companies Act, 1956 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 Mehra Goel & Co, Chartered Accountants, the statutory auditors of the company, retire at the conclusion of this meeting and being eligible offer themselves for re appointment. The Audit Committee and the Board of Directors recommend the re- appointment of M/s Mehra Goel & Co., as the statutory auditors of the company for the year 2010-2011.

Auditors Report

Auditors Report to the shareholders of the company contains a qualification/ remarks i.e. „That the turnover of the Company has reduced to Rs.281.6 crores for the year ended 31st March, 2010 from Rs.369.06 crores for the year ended as on 31st March, 2009. The Company has suffered loss after tax of Rs.36.74 cores for the year ended 31st March, 2010 as against loss after tax of Rs.14.35 crores for the year ended 31st March, 2009. During the year the company has permanently closed down its one unit and the other on has remained partly closed.

The management of the company has of the opinion that most of the companies in the business of export of garments have suffered losses due to foreign exchange rates fluctuations. In order to curtain the running costs and operating overheads, the management of your company has taken the decision to closed down on of its unit permanently.

Directors

During the year under review Mr. Pankaj Garg, Mr. Navneet Singhal, Mr. Anuj Mittal, retires by rotation and are being eligible for re-appointment.

Mr. Praveen Garg, Mr. Nishant Aggarwal, the Executive Non Independent Directors have resigned from the Board due to personal reasons and Mr. Anil Garg has been appointed as Executive Non Independent Director.

Mr. Rakesh Aggarwal, Mr. S. S. Bansal and Mr.Y. Harishankar, the Independent Non Executive Directors of the company have resigned from the Board and Mr. Anuj Mittal, Mr. Sita Ram Sharma and Mr. Hari Om Gupta have been appointed.

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.



Place : New Delhi (H.R.GUPTA)

Dated: 10 July, 2010 Managing Director