To
The Members,
The Directors of your Company are pleased to present the 18th Annual Report on the
business and operations of the Company together with the Audited Financial Statements
(Standalone & Consolidated) for the year ended 31st March, 2023.
FINANCIAL RESULTS
The Companys financial performance for the year ended 31st March, 2022 is
summarised below: (includes discontinued operations) (in Million)
| PARTICULARS |
STANDALONE
|
CONSOLIDATED
|
| 2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operations |
9395.22 |
7350.87 |
10778.81 |
8594.21 |
| Other Income |
227.98 |
93.70 |
230.10 |
94.95 |
| Total Income |
9623.20 |
7444.57 |
11008.91 |
8689.22 |
| Total Expenses before Interest &
Depreciation |
7906.78 |
5806.74 |
9353.55 |
7076.93 |
| Profit before Interest & Depreciation |
1716.42 |
1637.83 |
1655.36 |
1612.29 |
| Less: Interest |
156.16 |
105.95 |
186.19 |
118.53 |
|
Depreciation
|
337.51 |
324.07 |
361.53 |
345.86 |
| Profit Before Tax |
1222.75 |
1207.81 |
1107.64 |
1147.90 |
| Less : Taxation |
|
|
|
|
|
Provision for Current Tax
|
302.37 |
287.17 |
302.37 |
291.52 |
|
Prev period Tax
|
(2.62) |
(17.70) |
(2.62) |
(17.70) |
| Deferred Tax Expenses / (Credit) |
4.87 |
23.99 |
(17.23) |
27.15 |
| Total Tax Expenses |
304.62 |
293.46 |
282.52 |
300.97 |
| Profit After Tax from continuing operations |
918.13 |
914.35 |
825.12 |
846.93 |
| Profit After Tax from discontinuing operations |
- |
(82.35) |
- |
- |
| Profit After Tax |
918.13 |
832.00 |
825.12 |
846.93 |
| Other comprehensive Income (Net of tax) |
(66.02) |
5.52 |
(66.02) |
5.52 |
| Minority Interest |
- |
- |
(0.30 |
0.77 |
| Total Comprehensive Income |
852.11 |
837.52 |
758.80 |
853.22 |
Review from Operations:
Garment Division:
FY 22 – 23 has been a year with good growth both in terms of
quantity and sales revenue, though Q4 had seen some pressure on sales due to inventory
pileup with retailers across the globe. The strategies to improve on the capacities are
yielding good results.
Spinning industry has undergone a sever stress because of high cotton
prices. Due to this the margins dipped in the Garment division. Cotton prices have
corrected during later part of the fourth quarter. Further corrections are expected during
this year, and this will enable margin expansion going forward.
S.P. Retail Ventures Limited
Financial year 22 – 23 has been a very tough year for the Retail
sector. Inflation and higher interest cost is showing some stress in the retail industry.
We have added a childrens brand (Angel & Rocket) a premium
brand under S P Retail Ventures Limited. We have also added one more brand under the
Retail Ventures portfolio. "HEAD" an international brand has given license to S
P Retail Ventures Limited to manufacture and sell goods in India under the brand HEAD.
This is in under the Athleisure segment.
We are confident that with brands like "Crocodile",
"HEAD", "Angel & Rocket" & " Natalia" SP Retail
ventures will be able to raise capital and get listed as a company on its own.
S.P. Apparels (UK) (P) Ltd
During the second half of the financial year 22 – 23, there was a
change in the team and the business operation place in UK. The change in the team and the
place has caused some disturbance in the revenue in SP – UK.
SP-UK team is confident of revenue growth during the second half of
this financial year and is expected to grow faster going forward.
OPERATIONS
The Company achieved a total turnover of Rs.9623.20 Million as against
a turnover of Rs.7444.57 Million in the previous year. The Companys Profit Before
Tax is Rs.1222.75 Million during the year, as compared to Rs.1207.81 Million in the
previous year, with an increase of 1.24% over the last year. The Company earned a Net
Profit of Rs.918.13 Million, as against a Net Profit of Rs.832.00 Million in the previous
year.
There was no change in the nature of business of the Company
during the financial year ended 31st March, 2023.
DIVIDEND
The Board recommends a dividend of Rs.3/- per Equity Share having a
face value of Rs.10/- each (30%) on the Equity Share Capital of Rs.25,09,26,000/- for the
year ended on 31st March 2023 aggregating to Rs. 75.28 Million. As per Finance Act, 2020,
the Dividend is taxable in the hands of the Shareholders. Dividend on Equity Shares is
subject to the approval of the Shareholders at the ensuing Annual General Meeting.
As per the requirements of SEBI notification no. SEBI/LAD/
NRO/GN/2016-17/008 dated 8th July 2016 the Company has formulated a Dividend Distribution
Policy which has been duly approved by the Board of Directors. A copy of the Dividend
Distribution Policy is available on the Companys website:
http://www.s-p-apparels.com/assets/img/docs/Dividend- Distribution-Policy.pdf
TRANSFER TO RESERVES & SURPLUS
As at March 31, 2023 the Company has reserves of Rs. 6499.74 Million.
During the year under review, the
company has transferred Rs.860.44 Million to Retained Earnings (Other
Equity).
Further, the Company has also utilized Securities Premium Reserve of
Rs.345.00 Million and Retained Earnings of Rs.51.69 Million towards buyback of its shares
on 2nd December, 2022. The Company have also transferred a sum equivalent to the nominal
value of 6,00,000 equity shares amounting to Rs. 6 Million to the Capital Redemption
Reserve account pursuant to Section 69 of the Companies Act, 2013.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/ unclaimed Dividend, the provisions of
Section 124 & 125 of the Companies Act, 2013 relating to transfer of Unclaimed
dividend to Investor Education and Protection fund do not apply.
SHARE CAPITAL
The Authorised Share Capital of the Company is Rs. 47,25,00,000/-
divided into 4,72,50,000 equity shares of Rs. 10/- each and the issued share capital of
the Company as at 31.03.2023 stood at Rs.25,69,26,000/- divided into 2,56,92,600 Equity
Shares of Rs.10/- each and the subscribed and paid-up share capital of the Company as at
31.03.2023 stood at Rs.25,09,26,000/- divided into 2,50,92,600 Equity Shares of Rs.10/-
each.
BUYBACK OF SHARES
In terms of Resolution passed by the Board of Directors at their
meeting held on 21.09.2022 and after complying with necessary requirements of SEBI (Buy
Back of Securities) Regulations, 2018, the Company had bought back 6,00,000 Equity Shares
of Rs.10/- each at an average cost of Rs.585/- aggregating to Rs.35,10,00,000/- from all
the existing shareholders on a proportionate basis through Tender Offer process. The
Buy-Back offer commenced on Thursday, November 03, 2022 and closed on Thursday, November
17, 2022. The equity shares were bought and extinguished in tranches in compliance with
the SEBI (Buy-Back of Securities) Regulations, 2018 and SEBI (Depositories and
participants) Regulations, 2018.
Consequent to the above, the paid-up share capital of the Company has been reduced from
Rs.25,69,26,000/- divided into 2,56,92,600 equity shares of Rs.10/- each to
Rs.25,09,26,000/- divided into 2,50,92,600 Equity Shares of Rs.10/- each as at 31.03.2023.
WEBLINK OF ANNUAL RETURN
The Annual Return of the Company for the financial year 2022-23 as
required under Section 92(3) of the Companies Act, 2013 is available on the website of the
Company at the link http://www.s-p-apparels.com/wp/wp-content/
uploads/bsk-pdf-manager/2023/08/SPAL-Form_MGT_7- 2023-Website.pdf
CAPITAL EXPENDITURE
As on 31st March, 2023, the gross fixed assets block stood at
Rs.7297.08 Million and net fixed assets block at Rs.4196.11 Million. Additions to Fixed
Assets during the year amounted to Rs. 485.03 Million.
BOARD AND COMMITTEE MEETINGS
The details of meetings of Board of Directors and Committees thereof
and the attendance of the Directors in such meetings have been enumerated in the Corporate
Governance Report.
STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards. Such systems are found to be adequate
and are operating effectively. The Company has duly complied with Secretarial Standards
issued by the Institute of Company Secretaries of India in respect of the meeting of the
Board of Directors (SS-1) and General Meetings (SS-2).
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors Responsibility Statement, it is hereby
confirmed that:
- in the preparation of the annual accounts, the applicable
accounting standards had been followed;
- 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 of the company for that period;
- 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;
- the directors had prepared the annual accounts on a going concern basis;
- the directors laid down internal financial controls to be followed by the Company and
such internal financial controls were adequate and operating effectively and
- 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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
There were no instances of frauds identified or reported by the
Statutory Auditors during the course of their audit pursuant to Section 143(12) of the
Companies Act, 2013.
DECLARATION OF INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and that their name is
included in the data bank as per Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014. During the year,
the Independent Directors of the Company had no pecuniary relationship or transactions
with the Company other than sitting fees and reimbursement of expenses incurred by them
for the purpose of attending meetings of the Board of directors and Committee(s). The
details of remuneration and
/or other benefits of the Independent director are mentioned in the
Corporate Governance Report. Further, they have also declared that they are not aware of
any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent
judgment and without any external influence.
Based on the confirmation / disclosures received from the Directors and
on the evaluation of the relationships disclosed, the following Non-Executive Directors
are Independent:
Mr.V.Sakthivel, Mr.A.S. Anand Kumar, Mr.C.R.Rajagopal and Mrs.H.Lakshmi
Priya
Pursuant to Companies (Appointment and Qualification of Directors)
Rules, 2014, the Certificate of Registration received from all the Independent Directors
of the Company were taken on note by the Board of Directors.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
The Board of Directors have evaluated the Independent Directors during
the year 2022-23 and opined that the integrity, expertise and experience (including
proficiency) of the Independent Directors is satisfactory.
COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF
REMUNERATION AND OTHER MATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT, 2013
The Company pursuant to the provisions of Section 178 of the Companies
Act, 2013 and in terms of Regulation 19(4) of the SEBI Listing Regulations has formulated
a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and
senior management. The Nomination and Remuneration Policy of the Company can be accessed
on the Companys
website at the link http://www.s-p-apparels.com/wp/wp-
content/uploads/bsk-pdf-manager/2022/08/NOMINATION- AND-REMUNERATION-POLICY-11-02-2022.pdf
COMMENTS ON AUDITORS REPORT:
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s. ASA & Associates LLP, Statutory Auditors in their report.
Regarding the remarks made by M/s. MDS & Associates LLP,
Secretarial Auditors of the Company in their report, the management ensures timely and due
compliance in future this regard.
MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE
COMPANIES ACT, 2013
The maintenance of cost record as specified by the Central Government
under Section 148(1) of the Companies Act, 2013 is applicable to the Company and
accordingly the cost accounts and records are made and maintained. However, the
appointment of Cost Auditor under the provisions of Section 148 is not applicable to the
Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has given loans, provided guarantees and made investments
including investments in mutual funds and complied with the provisions of section 186 of
the Companies Act 2013 and as required therein the details of the loans given, guarantees
provided and investments made are annexed by way of notes to accounts. However, the
Company has not provided security in connection with a loan to any other body corporate or
person during the year under review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All transactions entered into with related parties as defined under the
Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 (as amended) during the financial year 2022-23 were in the
ordinary course of business and on an arms length basis and not material in nature
and thus a disclosure in Form AOC-
2 is not required.
The Policy on Related Party Transactions as approved by the Board of
Directors of the Company has been uploaded on the Companys website and may be
accessed through the link at http://www.s-p-apparels.com/assets/img/docs/RPT-Policy.pdf
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY:
There have been no material changes and commitments, if any, affecting
the financial position of the Company which have occurred between the end of the financial
year as on 31st March 2023 relate and the date of the report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange Earnings and outgo as required under section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure-A and is attached to this report.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT
POLICY OF THE COMPANY
The Committee has formulated a Risk Management Policy for dealing with
different kinds of risks which it faces in day- to-day operations of the Company. The Risk
Management Policy of the Company outlines different kinds of risks and risk mitigating
measures to be adopted by the Board. The Company has adequate internal control systems and
procedures to combat the risk. The Risk management procedure is reviewed by the Audit
Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly
Financial Results of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Corporate Social Responsibility Committee has formulated and
recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating
the
activities to be undertaken by the Company as specified in Schedule VII
of the Companies Act, 2013, which has been approved by the Board. For other details
regarding the CSR Committee, refer to the Corporate Governance Report, which is a part of
this report. The annual report on CSR activities is furnished in Annexure-B and is
attached with this report. The CSR policy may be accessed on the Companys website
http://www.s-p-apparels.com/wp/wp-content/uploads/ bsk-pdf-manager/2022/05/CSR-Policy.pdf
CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have attached the Consolidated Financial Statements in
the Annual Report pursuant to the provisions of the Companies Act, 2013. They are prepared
in accordance with the Accounting Standards prescribed by the Institute of Chartered
Accountants of India, in this regard. The Consolidated Financials also shows a significant
increase in revenue.
ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE
INDIVIDUAL DIRECTORS
In accordance with the evaluation criteria and procedure suggested by
the Nomination and Remuneration Committee, the Board of Directors evaluated the
performance of the Board, having regard to various criteria such as Board composition,
Board processes, Board dynamics etc. The Independent Directors, at their separate
meetings, also evaluated the performance of non-independent directors and the Board as a
whole based on various criteria. The performance of each independent Director was
evaluated by the entire board of directors on various parameters like engagement,
leadership, analysis, decision making, communication, governance etc. The Board and the
Independent Directors were of the unanimous view that performance of the Board of
Directors as a whole was satisfactory.
The performances of all the Committees were evaluated by the Board
having regard to various criteria such as committee composition, committee processes,
committee dynamics, degree of fulfillment of key responsibilities, effectiveness of
meetings etc. The Board was of the unanimous view that all the committees were performing
their functions satisfactorily.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr.S.Chenduran (DIN: 03173269) was
appointed as Joint Managing Director of the Company, by the Board of Directors at their
meeting held on 11th August, 2022 with effect from the said date and subsequently, the
members of the Company at the Annual General Meeting held on 19th September 2022 have
approved the said appointment.
Further, during the year under review, Mrs.S.Shantha (DIN: 00088941)
was appointed as Additional Director and Joint Managing Director of the Company, by the
Board of Directors at their meeting held on 11th August, 2022 with effect from the said
date and subsequently, the members of the Company at the Annual General Meeting held on
19th September 2022 have approved her appointment as Director and Joint Managing Director
of the Company.
Mrs.S.Latha (DIN: 00003388), Executive Director retires by rotation at
the Annual General Meeting and being eligible, offers herself for re-appointment. Your
Directors recommend her re-appointment.
Key Managerial Personnel of the Company as required pursuant to Section
2 (51) and 203 of the Companies Act, 2013 are
Mr.P.Sundararajan- Chairman and Managing Director. Mrs.S.Latha - Executive Director
Mr.S.Chenduran - Joint Managing Director Mrs.S.Shantha - Joint Managing Director
Mrs.P.V.Jeeva - Chief Executive Officer – Garment Division. Mr.V.Balaji - Chief
Financial Officer and
Mrs.K.Vinodhini - Company Secretary.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES.
The Company has three subsidiary companies viz. Crocodile Products
Private Limited, S.P.Apparels (UK) Private Limited and S.P Retail Ventures Limited.
The consolidated financial statements of the company and its
subsidiaries were prepared in accordance with the applicable accounting standards have
been annexed to the Annual
Report.
The annual accounts of the subsidiary companies are posted on the
website of the Company viz. http://www.s- p-apparels.com and will also be kept open for
inspection by any shareholder at the Registered Office of the Company.
A report containing the salient features of the subsidiaries as
required under Section 129(3) of the Companies Act, 2013 has been annexed herewith in Form
AOC – 1 and is attached as Annexure-C to this report.
The Company has formulated a Policy for determining Material
Subsidiaries. The Policy may be accessed at:
http://www.s-p-apparels.com/wp/wp-content/uploads/bsk-pdf-
manager/2022/08/Policy-on-determining-Material-subsidiaries.pdf
The Company does not have Joint Venture or Associate
Company.
FIXED DEPOSITS
Since the Company has not accepted any fixed deposit covered under
Chapter V of the Companies Act, 2013, there are no deposits remaining unclaimed or unpaid
as on 31st March, 2023 and accordingly, the question of default in repayment of deposits
or payment of interest thereon during the year does not arise.
FINANCE
Prompt repayments, facilitated by healthy cash flows, elevated the
standing of your Company. It enabled prudent application of funds and better negotiation
strength. This trend is expected to continue.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN
FUTURE
No significant and material order was passed by any Regulators that
have any impact on the going concern status and the operations of the Company.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS
The Company has an adequate Internal Control System, commensurate with the size, scale
and complexity of its operations. The Audit Committee of the Board periodically reviews
the Internal Financial Control Systems and their adequacy and recommends corrective action
as and when necessary to ensure that an effective internal control mechanism is in place.
The directors confirm that the Internal Financial Control (IFC) is
adequate with respect to the operations of the Company. A report of Auditors pursuant to
Section 143(3)(i) of the Companies Act, 2013 certifying the adequacy of Internal Financial
Control is annexed with the Auditors Report.
AUDITORS
- STATUTORY AUDITORS
M/s. ASA & Associates LLP, Chartered Accountants, Chennai were
appointed as the Statutory Auditors of the Company for a period of five years at the
Annual General Meeting of the Company held on 19th September 2022 from the conclusion of
the 17th Annual General Meeting till the conclusion of the 22nd Annual General Meeting to
be held in the year 2027. M/s.ASA & Associates LLP, Chartered Accountants, Chennai
have given a certificate of consent under section 139 of the Companies Act 2013 to act as
the Statutory Auditors of the Company. The Company has received a certificate from the
Statutory Auditors to the effect that their appointment as the Statutory Auditors of the
Company, if made would be within the limits prescribed under section 139 of the Companies
Act, 2013.
- SECRETARIAL AUDITORS
The Board has appointed M/s. MDS & Associates LLP, Company
Secretaries, Coimbatore (LLPIN: ABZ-8060) as the Secretarial Auditors of the Company for
the year 2023-24 to carry out the Secretarial Audit, pursuant to the provisions of Section
204 of the Companies Act, 2013.
The report of the Secretarial Auditors for the financial year 2022-23
is annexed as Annexure-D to this Report.
- INTERNAL AUDITOR
The Board has appointed M/s. BM & Associates, Chartered
Accountants, Coimbatore as Internal Auditors for the financial year
2023-24 pursuant to the provisions of Section 138 of the Companies Act, 2013.
EMPLOYEE WELFARE
The Employee Welfare Initiatives and practices followed by the Company
is among the best in the Corporate sector. The strength of companys employees is
close to 13,525.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has
been set up to define the policy and redress complaints received. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. There were no
complaints received from any employee or third parties during the Financial Year.
- Number of complaints received – Nil
- Number of complaints disposed of – NA
PARTICULARS OF EMPLOYEES
The statement pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed to Annexure-E attached to this report.
MANAGEMENT DISCUSSION & ANALYSIS
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a separate section on Management Discussion and Analysis
Report outlining the business of your Company forms part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
In pursuance of Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility and Sustainability Report,
containing the initiatives taken by the company from environmental,
social and governance perspective, forms part of this Report.
CORPORATE GOVERNANCE
A report on Corporate Governance is annexed and forms part of this
report. The Company has complied with the conditions relating to Corporate Governance as
stipulated in Regulation
27 of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 (as amended).
AUDIT COMMITTEE
The Audit Committee of the Board of Directors has been duly constituted
in accordance with the provisions of Section 177 of the Companies Act, 2013. The details
relating to the composition, meetings and functions of the Committee are set out in the
Corporate Governance Report forming part of this Annual Report. The Board has accepted the
Audit Committee recommendations during the year whenever required and hence no disclosure
is required under Section 177(8) of the Companies Act, 2013 with respect to rejection of
any recommendations of Audit Committee by the Board.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Company has provided for adequate safeguards to deal with instances
of fraud and mismanagement and to report concerns about unethical behaviour or any
violation of the Companys Code of Conduct. During the year under review, there were
no complaints received under this mechanism. The policy can be accessed on the
Companys website at http://www.s-p-apparels.com/assets/img/docs/Vigil-
Mechanism-Policy_Revised.pdf
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR
No applications has been made and no proceedings are pending against
the Company under the Insolvency and Bankruptcy Code, 2016.
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
The disclosure under this clause is not applicable as the Company has
not undertaken any one-time settlement with the banks or financial institutions.
INDUSTRIAL RELATIONS
The relationship between the management and the employees at all levels
during the year under review has been cordial and productive.
CAUTIONARY NOTE
Certain statements in "management discussions and analysis"
section may be forward looking and are stated as required by law and regulations. Many
factors, both external and internal, may affect the actual results which could be
different from what the directors envisage in terms of performance and outlook.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation, for the
contribution made by all the employees at all levels but for whose hard work and support,
your Companys achievements would not have been possible. Your Directors also wish to
thank its customers, suppliers and bankers for their continued support and faith reposed
in the Company.
For and on behalf of the Board of Directors
Place : Avinashi
Date : 11.08.2023
P. Sundararajan
Chairman and Managing Director DIN : 00003380
S. Latha
Executive Director
DIN : 00003388
+91-9892691696
