Dear Shareholder,
Your Directors present the Twenty Third Annual Report together with the Audited
Financial Statements of your Company for the financial year ended 31st March,
2023.
FINANCIAL RESULTS
( in Lakhs)
| Particulars |
Consolidated (12 months) |
Standalone (12 months) |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Total Income |
39,887.81 |
34,059.07 |
39,093.96 |
31,174.05 |
| Profit before Interest, Depreciation, tax and extra-ordinary items |
(4,629.27) |
(3,580.07) |
(5,271.93) |
(2,118.53) |
| Interest & depreciation |
6,654.49 |
12,151.04 |
6,653.48 |
12,143.23 |
| Profit before tax & before extra-ordinary items |
(11,283.56) |
(15,731.11) |
(11,925.42) |
(14,261.76) |
| Provision for taxation |
3,021.95 |
4,278.00 |
3,021.95 |
4,278.00 |
| Profit after tax & extra- ordinary items |
(490.38) |
(26,370.37) |
(1,132.24) |
(24,901.02) |
| Balance brought forward from last year |
(2,15,105.50) |
(1,93,436.12) |
(2,14,517.03) |
(1,89,616.01) |
| Profit available for appropriation |
(2,15,595.88) |
(2,15,105.50) |
(2,15,649.27) |
(2,14,517.03) |
OPERATING RESULTS & PERFORMANCE (STANDALONE)
During the financial year ended March 31, 2023 the company had recorded a total income
at 39,094 lakhs as against 31,174 lakhs in the previous year on a standalone basis.
Profit before tax was1,890 lakhs as against a loss of 20,623 lakhs during the previous
year.
CAPITAL & FINANCE
During the year ended March 31, 2023, pursuant to the approval of Resolution Plan by
lenders, Company has received 35,000 Lakhs of equity and has allotted 35,00,00,000 equity
shares of 10 each on preferential basis to Mark AB Capital Investment LLC, Dubai and
shall be subject to lock-in for such period as may be prescribed under the ICDR
Regulations.
During the Year ended March 31, 2023, pursuant to the Resolution Plan, Company has
issued 1,75,00,000 Compulsorily Convertible Debentures(CCD) of 100/- each and 1,75,00,000
Non-Convertible Debenture(NCD) of 100/- each aggregating to 35,000 Lakhs by way of
conversion of existing loans of lenders.
The authorized capital of your Company is 1,40,000 lakhs and paid-up equity capital of
the Company as on date is 1,32,152.90 Lakhs - divided into 1,32,15,29,018 equity shares
of 10/-each.
The shareholding pattern as on 31st March, 2023 is as under:
| S.No Shareholders |
% holding |
| 1. Mark AB Capital Investment LLC – Promoters |
26.48 |
| 2. Mark AB Welfare Trust – Promoter Group |
4.60 |
| 3. Bankers |
40.79 |
| 4. Public & Others |
28.13 |
The total net worth of the Company as at 31st March, 2023 on Standalone
basis was 1,08,404.21 lakhs
RIGHTS ISSUE
On 27th December 2022, the Board of Directors approved raising funds for the
Company by way of issue of securities to the existing equity shareholders of the Company
on a rights basis aggregating up to 4,990 Lakhs in the ratio of 2 (two) Rights Equity
Shares for every 53 (Fifty three) fully paid equity shares aggregating to 4,99,00,000
equity shares of face value of 10 each for cash at a price of 10/- (including a share
premium of NIL) per equity share for an amount aggregating to 4,990 Lakhs to the
Eligible Equity Shareholders of the Company as on the record date of 29th
March, 2023.
Subsequent to the year end the Issue was opened for the Eligible Equity Shareholders
from Monday, April 10, 2023 to Monday, April 24, 2023 and the basis of allotment was
approved by BSE Limited on April 28, 2023, being the designated Stock Exchange. The Rights
Issue committee of the Board allotted 4,99,00,000 Rights equity shares on May 02, 2023 to
the Shareholders of the Company and obtained the listing approvals from BSE Limited and
NSE on May 03 and 04, 2023 respectively.
DETAILS OF DEPOSITS
The Company has not accepted any Deposits covered under Section 73 of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND AUTHORITY
The Company had declared Dividend up to the year 2011-12 and all unclaimed / Unpaid
Amounts have been transferred to IEPF Authorities.
Non-Convertible Debentures (NCD) redeemed during the year:
| Type of Security |
Number |
Amount in lakhs |
| NCD |
1,74,990 |
174.99 |
BUSINESS HIGHLIGHTS
Your Directors are pleased to state that during the year the company has successfully
commissioned / completed 12 projects post implementation of Resolution Plan(RP) approved
by the lenders under Jun 7th 2019 RBI Circular on Prudential Framework for
Resolution of Stressed Assets.
During the year Company has won orders worth of 324 Crores and Companys Order book
stood at 1,143 crores as at 31st March 2023.
BUSINESS RISK MANAGEMENT
Pursuant to the requirement of Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has constituted Business Risk
Management Committee. The details of Committee and its terms of reference are set out in
the Corporate Governance Report forming part of the Boards Report.
The Risk Management Committee has formulated a robust Business Risk Management (BRM)
framework to identify, evaluate, treat and Report business risks. This framework seeks to
create transparency, minimize adverse impact on the business objectives and enhance the
Companys competitive advantage.
The Risk Management Committee monitor and oversee the implementation of Risk Management
policy, periodically review and recommend to the Board considering the change in industry
dynamics and evolving complexities. It also reviews the appointment, removal and terms of
remuneration of Chief Risk Officer.
SUBSIDIARIES
Company has formulated a policy on identification of material subsidiaries in line with
regulation 16C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015. The Company does not have any material subsidiaries as on date of this report.
The salient features of subsidiaries mentioned in Form AOC-1 forms part of Annual
Report.
SEPC ARABIA COMPANY LIMITED
During March 2023, the Company has obtained Services Investment License to incorporate
a 100% subsidiary namely – SEPC Arabia Limited Company, in Saudi Arabia for the
purpose of exploiting the market potential in the kingdom of Saudi Arabia as well as
strengthen the presence in Gulf Cooperation Council region (GCC) using Companys
qualifications and promoter MARK AB experience in that region.
DIVIDEND
During the Financial year, no amount is transferred to reserves. Since the Company has
carried forward losses, the Board has decided not to recommend a Dividend.
MEETINGS OF THE BOARD
Meetings of the Board are given in the Corporate Governance Report forming part of this
Annual Report.
CHANGE IN THE NATURE OF BUSINESS
During the financial year, there is no change in the nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has complied with the applicable provisions of
Section 186 of the Act for the financial year ended March 31,
2023.
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 is given in the notes to the Financial Statements.
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(3) of The Companies (Accounts) Rules, 2014, is given below: (I) Conservation
of energy: The Company is making all efforts to conserve energy. It also takes appropriate
steps to reduce the consumption through efficiency in usage and timely maintenance /
upgradation of energy saving devices.
(II) Technology absorption-
The Company uses latest technology and equipments in its business. Further the Company
is not engaged in any manufacturing activity.
Earnings in Foreign Currency: Nil
Expenditure in Foreign Currency: 68.37lakhs
( in lakhs)
| Professional & Consultancy Fees |
19.29 |
| Material Consumed Erection, Construction & Operation Expenses |
32.02 |
| Travelling & Conveyance |
4.68 |
| Others |
12.38 |
| Total |
68.37 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES (REFERRED TO IN SUB
SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013)
All transactions with related parties were on arms length basis and in the ordinary
course of business. There was no material related party contract during the year. Form
AOC-2 as required under Section 134 (3) (h) of the Act is enclosed to this report.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF
THE FINANCIAL YEAR AND THE DATE OF THE REPORT
There have been material changes in the financial position of the company between the
end of the financial year and the date of this report. The following is a summary of the
changes:
a) The Rights Issue was opened for the Eligible Equity Shareholders from Monday, April
10, 2023 to Monday, April 24, 2023.
b) The basis of allotment was approved by BSE Limited on April 28, 2023, being the
designated Stock Exchange.
c) The Rights Issue committee of the Board allotted 4,99,00,000 Rights equity shares on
May 02, 2023 to the Shareholders of the Company as on the record date fixed for the
purpose of Rights Issue.
d) The listing approvals from BSE Limited and National Stock Exchange of India Limited
on May 03, 2023 and May 04, 2023 respectively for the aforesaid Rights Issue.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
In addition to the Internal Controls on Operations, the Board has laid emphasis on
adequate internal financial controls to ensure that the financial affairs of the Company
are carried out with due diligence. Apart from Internal Audit function which scrutinizes
all the financial transactions, there are also processes laid down, leading to CFO/CEO
certification to Board on the adequacy of Internal Financial Controls as well as internal
controls over financial reporting.
RECLASSIFICATION OF PROMOTER TO PUBLIC
During the year under review, SVL Limited, erstwhile Promoter was reclassified from the
promoter category to the public category, in view of its change in management and control
pursuant to restructuring of debts under the RBI Circular at 7th June 2019 on
"Prudential Framework for Resolution of Stressed Assets". Company has made an
application dated October 19, 2022 to the Stock Exchanges under Regulation 31A of the SEBI
Listing Regulations seeking reclassification of SVL Limited to public category and the
said application was approved by the Stock Exchanges vide letter dated February 02, 2023.
DETAILS OF DIRECTORS APPOINTED / RESIGNED / RETIREMENT
Pursuant to the implementation of Resolution Plan and the investment by Mark AB, the
Board of Directors appointed the following additional directors w.e.f. 24th
June, 2022.
1) Mr. Abdulla Mohammad Ibrahim Hassan Abdulla as an Additional Director
2) Mr. N K Suryanarayanan as an Additional Director.
3) Dr. R Ravichandran as an Independent Director,
4) Dr. Arun Kumar Gopalaswamy as an Independent Director, The appointments of the
above-mentioned directors were approved by the members of the company vide the 22nd
Annual General Meeting held on 19th September, 2022.
The Board of Directors appointed the following as additional Directors during the year:
1) Mr. Rajesh Kumar Bansal as Additional (Independent) Director for a period of five
(5) years w.e.f 18-01-2023 to 17-01-2028
2) Ms. Gayathri Sundaram as Additional (Independent) Director for a period of five (5)
years w.e.f 30-01-2023 to 29-01-2028 w.e.f 12th April, 2023,
The above appointments were approved by the shareholders vide Postal Ballot held on 12th
April, 2023.
Mr. Abdulla Mohammad Ibrahim Hassan Abdulla (DIN: 09436100) retires by rotation
pursuant to Section 152(6) of the Companies Act, 2013 and Article 17.26 of the Articles of
Association of the Company at the forth coming Annual General Meeting and being eligible
offers himself for re-appointment. In terms of Secretarial Standards on General Meetings
(SS-2), the necessary resolution for the re-appointment of Mr. Abdulla Mohammad Ibrahim
Hassan Abdulla as a Director of the Company is included in the Notice sent along with the
annual report.
RESIGNATION / RETIREMENT OF DIRECTORS
Mr. Kallika Prasad Agarwal, a nominee of Punjab National Bank, ceased to be a Director
of the Company w.e.f. 24th June, 2022 pursuant to withdrawal of his nomination
by Punjab National Bank.
Consequent to the change of Management the following Directors have resigned with
effect from 23rd September 2022:
1) Mr. S Bapu (DIN: 02541697), Non-executive Director,
2) Mr. K S Sripathi (DIN: 02388109), Non-executive Independent Director
3) Ms. Chandra Ramesh (DIN: 00938694), Non-executive Independent Director,
4) Mr. Prabhakar Dattatraya Karandikar (DIN: 02142050), Independent Director
(Chairperson) of the Company with effect from 22nd September 2022.
The following Directors have retired from E.O.D 19th September 2022 on
completion of their tenure :
1) Mr. T Shivaraman, Managing Director & CEO, and
2) Mr. M Amjat Shariff, Joint Managing Director,
The Board places on record its appreciation towards valuable contribution made by them
during their tenure as Directors of the Company.
EVALUATION OF BOARDS PERFORMANCE
As per the provisions of Section 134(3) (p) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual performance evaluation of its own performance, the directors individually as
well as the evaluation of the working of its Audit Committee, Nomination &
Remuneration Committee and Risk Management Committee and Stakeholders Relationship
Committee. Performance evaluation of independent directors was done by the entire board,
excluding the independent director being evaluated. The Directors were satisfied with the
evaluation results, which reflected the overall engagement of the Board and its Committees
with the Company. The Board was with the opinion that the independent directors appointed
during the year possessed the integrity, expertise and experience (including the
proficiency). The manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of familiarization programmes for Independent Directors of the Company,
their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, business model of the Company and related matters are put up on
the website of the Company at the following link:
http://www.sepc.in/pdf/Policy-on-Familiarisation-Programme.pdf
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of the
Company under Section 149(7) of the Companies Act, 2013 (Act) stating that the Independent
Directors of the Company met with the criteria of Independence laid down in Section 149(6)
of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Further the Independent Directors have complied with the Code for Independent Directors
prescribed in Schedule IV to the Companies Act, 2013.
REMUNERATION POLICY
Pursuant to Section 178(3) of the Companies Act, 2013, the Board on the recommendation
of the Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Key Managerial Personnel and other employees and their
remuneration. The details of the Remuneration Policy are stated in the Corporate
Governance Report.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a. that in the preparation of the annual accounts for the year ended March 31, 2023,
the applicable accounting standards had been followed along with proper explanation
relating to material departures, if any;
b. that the directors had selected such accounting policies as mentioned in Note No: 2.
of the Financial Statements 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 as at March 31, 2023 and of the profit and loss of the Company for the year
ended on that date;
c. that the directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis;
e. that the directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
f. that 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.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on
an arms length basis and were in the ordinary course of business. There were no
materially significant related party transactions made by the company with promoters,
directors, key managerial personnel or other designated persons which may have a potential
conflict with the interest of the company at large.
None of the Directors had any pecuniary relationships or transactions vis-?-vis the
Company other than sitting fees and reimbursement of expenses incurred, if any, for
attending the Board meetings. All related party transactions are placed before the audit
committee for review and approval as per terms of the Policy for dealing with related
parties. The policy on related party transactions as approved by the board is uploaded on
the companys website at the following link: http://www.sepc.in/
pdf/Policy-on-Related-Party-Transcations-2022.pdf
Form AOC-2 in the specified format is enclosed as Annexure - I.
EXPLANATIONS OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMER MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORT
The explanations/comments made by the Board relating to qualification, reservations or
adverse remarks made by the Statutory Auditors and the Secretarial Auditor in their
respective reports are furnished below:
BOARDS RESPONSE TO THE QUALIFICATIONS OF STATUTORY AUDITORS
Management Response 1
Against the carried forward loss of Rs. 2,11,013 lakhs, the company has recognised
Deferred Tax Asset (DTA) on a carry forward loss of 1,28,547 lakhs which results in DTA
of 39,645 lakhs ((March 31, 2021 - 43,889.00 Lakhs). Considering potential order book
as on date, future business prospects in the light of implementation of resolution plan,
projects in pipeline etc., the management is confident of adjusting these carry forward
losses and reversal of DTA before the expiry of the period for which this benefit is
available.
Management Response 2
Contract asset(Non- Current) includes Rs. 7,351.45 lakhs(net of provisions amounting to
Rs. 926.98 lakhs) (March 31, 2022, Rs. 3,956.02 lakhs) and Trade receivable (Non-Current)
includes an amount of Rs. 575.21 lakhs (net of Provisions amounting to Rs. 82.99 lakhs)
from projects which are stalled due to delays in statutory approvals faced by the
customer. Considering the ongoing negotiations with the customers, Management is
confident of recovering the dues in full.
BOARDS RESPONSE TO THE QUALIFICATIONS SECRETARIAL AUDITOR
1. Due to certain unforeseen circumstances, there was a delay in identifying a person
whose knowledge and skills commensurate with the functioning and operations of the
Company. Subsequently the fine had been paid as levied by the Stock Exchanges.
2. Due to certain unforeseen circumstances, there was a delay in identifying the
persons whose knowledge and skills commensurate with the functioning and operations of the
Company. The said vacancy was filled up subsequently.
3. A resolution plan was under process and the Master Restructuring Agreement was
signed on 22-06-2022 for restructuring the Debts of the Company. The loans have been
already closed as per the Resolution Plan.
4. The Company had received an email directly from the Nominee Director and considering
materiality it has been intimated accordingly. Further, the Company had approached Punjab
National bank, who had nominated the said Director. The filing was done, upon getting an
official confirmation from PNB.
5. The agenda which was originally scheduled to be passed on 30th May 2022 had been
re-scheduled to 24th June 2022 due to change in Management of the entity.
Subsequently the fine had been paid as levied by the Stock Exchanges.
6. The delay was due to some technical glitches. Further as informed by the listed
entity, no fine had been levied by the Stock Exchanges.
7. The delay was due to technical glitches in the NSE website.
8. The delay was due to the fluid situation prevailed due to change in management as
necessitated by the Resolution plan.
9. The funds were received in eight tranches and the monitoring Agency gave a
consolidated report. upon receipt of the entire amount, the same has been filed
DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors
Certificate thereon, and the Management Discussion and Analysis Report, form part of the
Directors Report.
CORPORATE GOVERNANCE
All material information was circulated to the directors before the meeting or placed
at the meeting, including minimum information required to be made available to the Board
as prescribed under Part A of Schedule II of Sub-Regulation 7 of Regulation 17 of the
Listing Regulations. In terms of Regulation 34 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on
Corporate Governance along with a Certificate from the Practicing Company Secretary
confirming the compliance with the conditions of Corporate Governance as stipulated under
Part E of Schedule V of Sub- Regulation 34(3) of the Listing Regulations is attached to
this report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:
As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Business Responsibility and Sustainability
Reporting forms a part of this Annual Report (refer pages to)
ANNUAL RETURN
The details forming part of the Annual Return in the prescribed form MGT - 7 as per
Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 is uploaded on the website of the Company at
http://www.sepc.in/Companies-Act-and-SEBI-Compliances.aspx
WHISTLE BLOWER POLICY (VIGIL MECHANISM)
Pursuant to Sections 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company
has a Vigil Mechanism through a Whistle Blower Policy. The details about the whistle
blower policy are provided in the Annual Report Disclosures under Regulation 34 and
Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company prepared in accordance with
Section 129(3) of the Companies Act, 2013 and relevant Accounting Standards (AS) viz. AS
21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of
this Annual Report.
AUDITORS
M/s. MSKA & Associates, Chartered Accountants (Regn. No. 105047W) had been
appointed as Statutory Auditors of the Company as per Section 139 of the Companies Act,
2013 for a period of 5 years from the conclusion of Seventeenth Annual General Meeting
till the conclusion of Twenty-second Annual General Meeting, by the members at the Annual
General Meeting held on August 24, 2017.
Further, the members at the Annual General Meeting held on 19th September,
2022 re-appointed M/s. MSKA & Associates, Chartered Accountants as the statutory
auditors of the Company, for a second term of five consecutive years, from the conclusion
of the Twenty-second Annual General Meeting till the conclusion of the Twenty-seventh
Annual General Meeting to be held in the year 2027.
COST AUDITORS
Pursuant to Section 148 of the Companies Act, 2013 (Act) read with Rule 14 of Companies
(Audit and Auditors) Rules, 2014, (Rules) the Company is required to maintain cost
accounting records. Further, the cost accounting records maintained by the Company are
required to be audited.
M/s GSVK & Co., Cost Accountants (Registration No. of the Firm is 002371) was
appointed as Cost Auditor of the company for the financial year 2022-23 on a remuneration
of 50000/- plus applicable taxes and payment of such out of pocket expenses as approved
by the Board of Directors of the Company. In terms of the Act and Rules referred above the
remuneration payable to the cost auditor is required to be placed before the members in a
general meeting for their ratification.
Accordingly, a resolution seeking members ratification for the remuneration payable to
M/s GSVK & Co., Cost Accountants is included at Item No. 3 of the notice convening the
Annual General Meeting.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company
has appointed Ms. Srinidhi Sridharan, of Srinidhi Sridharan & Associates, Company
Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Auditor is annexed herewith.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178 of the Companies Act, 2013, during the year, the Committee was
reconstituted by the Board of Directors and the Committee has the following members:
| Mrs. Chandra Ramesh |
- Chairperson# |
| Mr. Prabhakar Dattatraya Karandikar |
- Member* |
| Mr. Kodumudi Sambamurthi Sripathi |
- Member% |
| Dr. R Ravichandran |
- Chairman*** |
| Dr. Arun Kumar Gopalaswamy |
- Member*** |
| Mr. Abdulla Mohammad Ibrahim Hassan Abdulla |
- Member*** |
#Ceased to be Chairperson of the Committee w.e.f 23rd September, 2022
*Ceased to be Member of the Committee w.e.f 22nd September, 2022
% Ceased to be Member of the Committee w.e.f 23rd September, 2022
*** Reconstituted as Chairman and Members of the committee w.e.f 24th
September, 2022 During the year, two meetings of Nomination and Remuneration Committee
were held on 24th June, 2022 and 27th December, 2022. The said
committee has been empowered and authorized to exercise powers as entrusted under the
provisions of Section 178 of the Companies Act, 2013. The Company had laid out the policy
on directors appointment and remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided
under sub section 3 of Section 178 of the Companies Act, 2013. Policy on Criteria for
Board Nomination and Remuneration is available in the website of the Company under the
link http://www.sepc.in/pdf/Criteria-for-Board-Nomination.pdf.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is carrying accumulated losses for the last 3 years. However, the Corporate
Social Responsibility Committee was formed* based on the net worth of the Company as per
the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Policy on Corporate Social Responsibility is available in the website of the Company
under the link: http://www.sepc.in/ pdf/Policy-on-Corporate-Social-Responsibility-New.pdf
*Pursuant to Section 135(9) of the Companies Act, 2013, constitution of the CSR committee
is not applicable and accordingly w.e.f 27-12-2022 Corporate Social Responsibility
Committee formed, was dispensed.
SECRETARIAL STANDARDS
The Institute of Company Secretaries of India has issued Secretarial Standards
(Meetings of the Board and General Meetings) on various aspects of corporate law and
practices. The Company has complied.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, highlighting the business details, is
attached and forms part of this report.
PROTECTION OF WOMEN AT WORK PLACE
The Company has in place Prevention of Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary and trainees) are covered under this policy.
The following is the summary of sexual harassment complaints during the year 2022-23.
No. of complaints received – Nil
No. of complaints disposed off– Not Applicable
PARTICULARS OF EMPLOYEES
The ratio of remuneration of each Director to the median of employees remuneration as
per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014 is provided in the
Corporate Governance Report as part of this Annual Report.
DISCLOSURE REQUIREMENTS
The Company complies with all applicable mandatory Secretarial standards issued by the
Institute of Company Secretaries of India None of the Auditors of the Company have
reported any fraud as specified under second proviso of Section 143(12) of the Companies
Act 2013(including any statutory modification (s) or re-enactment(s) thereof for the time
being in force.
The Company does not have any scheme or provision of money for the purchase of its own
shares by employees/ Directors or by trustees for the benefit of employees/ Directors and
the Company has not issued equity shares with differential rights as to dividend, voting
or otherwise.
OTHER CONFIRMATIONS
No application under the Insolvency and Bankruptcy Code, 2016 (IBC) was made on the
Company during the year. Further, no proceeding under the IBC was initiated or is pending
as at 31st March, 2023. There was no instance of one time settlement with any
Bank or Financial Institution.
APPRECIATION & ACKNOWLEDGEMENTS
The Directors wish to thank the bankers for their continued assistance and support. The
Directors also wish to thank the Shareholders of the company for their continued support
even during these testing period. Further, the Directors also wish to thank the customers
and suppliers for their continued cooperation and support. The Directors further wishes to
place on record their appreciation to all employees at all levels for their commitment and
their contribution.
| For and on behalf of the Board |
|
|
Mr. Abdulla Mohammad Ibrahim Hassan Abdulla |
| August 10, 2023. |
(DIN.09436100) |
| Chennai |
Chairman |
+91-9892691696
