SPL Industries Director Discussions

Dear Members,

Your Directors have pleasure in presenting the 32nd Annual Report of the Company together with the audited financial statements for the financial year ended March 31s1, 2023.

1. Corporate Overview

Your company is a leading exporter of Knitted fabric and Knitted garments. The Company exports its products to United States and European Markets.

2. Financial Highlights

As mandated by the Ministry of Corporate Affairs, your company has prepared the financial statements for the year ended March 31, 2023 as per Indian Accounting Standard (IND AS) notified under Sec 133 of the Companies Act, 2013 read with notification no. G.S.R. 111(E) dated 16.02.2015 as amended fromtime to time. The Standalone financial performance of the Company during the financial year 2022-23 as compared to the previous financial year 2021-22 is summarized below:


Standalone (In Lakhs)

For the year ended March 31, 2023 For the year ended March 31, 2022
Sales and other Income
Revenue from operations 28,466.79 19,786.96
Other Income 1,369.79 1,004.30
Total Revenue 29,836.57 20,791.26
Profit Before Interest and Depreciation 3,782.46 3,181.15
Less: Finance Charges 212.22 75.13
Depreciation 278.46 240.50
Profit/Loss before exceptional items and tax 3,291.78 2865.52
Exceptional items-
Prior period expenses 85.79 -
Net Profit Before Tax 3,205.99 2,865.52
Less: Provision for Tax 822.40 757.10
N et Profit After T ax 2,383.59 2,108.42
Share Of Profit/ (Loss) Of Associates 0.00 0.00
Net Profit after share of profit of Associates 2,383.59 2,108.42
Earnings Per Share 8.22 7.27

3. Financial Performance

The Company continues to maintain its market leadership across markets during the year under review. Strong growth access to garments segment despite the inflationary trends in material costs, the company achieved record turnover and through effective cost control measures been able to achieve higher profit. Your Company continued to build good relationship with our customers. The quality in our products is a prime motto of our business. At SPL, people are highly devoted towards the operations and are also partners in growth. During the year under report, there was a sustained focus to increase strength of your company and sharpen competitive advantages with a view towards long term value creation.

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 and its financial position.

4. Standalone Performance

On a standalone basis, your company reported the revenue from operation and other income was Rs. 29,836.57 lakhs against Rs. 20,791.26 lakhs for the previous financial year. The net profit for the year was Rs. 2,383.59 lakhs against Rs. 2,108.42 lakhs reported in the previous year. The EPS from continuing operations for the reporting year was Rs. 8.22

5. Operational Highlights

The operations are exhaustively discussed in the Management Discussion and Analysis forming part of the annual report.

6. Dividend and Transfer to Reserve

In order to conserve the resources, your Board has decided not to declare any dividend for the financial year 2022-23. Your Company does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. However, during the year your company has remained to be a small cap company and hence this regulation does not apply to the Company.

7. Share Capital

The paid-up equity share capital as on March 21, 2023 was Rs. 29.00 Crores consisting of 2,90,00,004 equity shares of Rs. 10/- each fully paid-up.

8. Transfer to Investors Education and Protection Fund

The Company had no liability to transfer any unpaid/unclaimed equity shares and/or dividends up to the financial year 2015-16 to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of Companies Act 2013.

9. Change in Nature of Business

During the year under review, there was no change in the nature of the business.

10. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of India Limited.

11. Deposit

The Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and the Rules framed thereunder.

12. Extract of Annual Return

Pursuant to Sub-Section (3) of Section 92 read with clause (a) of Sub-Section (3) of Section 134 of the Act, the Annual Return of the company for the financial year 2022-23, is available on the Companys website at https://www.spllimited.com/investors.htm

13. Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

14. Particulars of Loans, Guarantees or Investment by the Company

During the year under review, no loan, guarantees and investments pursuant to the provisions of Section 186 of the Act and SEBI (LODR) Regulations, 2015, were made by the Company. However, loans and Investments covered under the provision of the said section are given in the notes to financial Statements.

15. Board of Directors and Key Managerial Personnel (KMP)

During the year under review and between the end of the financial year and date of this report, the following are the changes in directors and Key Managerial Personnel of the Company.

(i) In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the company, Mr. Vijay Kumar Jindal (DIN: 00231517), Wholetime Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible, seeks re-appointment. Item seeking his re-appointment along with his detailed profile has been included in the notice convening the AGM.

(ii) During the year under review, meetings of the Board of Directors and its Committees were held, details of which are set out in the Corporate Governance Report which forms part of this Report.

16. Independent Directors

All Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149 of the Companies Act, 2013 read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Regulation 16 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from time to time. Based on the confirmation/ disclosure received from the directors, the Non-Executive Directors namely Mr. Sudeepta Ranjan Rout, Mr. Vikash Jalan and Mr. Varun Bansal are treated as independent as on March 31, 2023.

In the opinion of the Board, the Independent Directors are persons with integrity, expertise and experience in the relevant functional areas. Requirements of online proficiency self-assessment test in terms of Rule 6(4) of The Companies (Appointment and Qualifications of Directors) Rules, 2014 will be compiled within the prescribed timeline, if the same is applicable to each of them

Under the relevant provisions of the Act and the Listing Regulations, one separate meeting of the Independent Directors was held during 2022

23. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity.

17. Directors Responsibility Statement

Pursuant to the requirement under Sec 134 (5) of the Act, the Board of Directors of the Company hereby state and confirm that;

a) in the preparation of the Annual accounts for the year ended March 31, 2023, the applicable accounting standard have been followed along with proper explanation relating to the material departures, if any;

b) such accounting policies have been selected and applied consistently and judgments and estimates made 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 of the Company for the year ended for that period;

c) 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 accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

IS. Board Evaluation and Familiarization programme

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.

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.

Further, the Independent Directors of the Company met on August 10, 2022 to review the performance of the Nonexecutive directors, Chairman of the Company and the access of the quality, quantity and timeliness of flow of information between the Company management and the Board to effectively perform their duties.

19. Policy on Directors Appointment and Remuneration and other details

The Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided in Section 178(3) of the Act is available on our websitewww.spllimited.com We affirm that remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

Some of the salient features of which are as follows:

(i) To regulate the appointment and remuneration of directors, key managerial personnel and the senior management personnel;

(ii) To identify persons who are qualified to become directors as per the criteria/ Board skill matrix identified by the Board;

(in) To ensure proper composition of Board of Directors and Board diversity;

(iv) To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors, key managerial

personnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate to Companys working and its goals.

20. Board Meetings

Detailed composition of the Board of Directors, its number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

21. Board Committees

Detailed composition of committees namely Audit Committee, Nomination and Remuneration Committee, CSR Committee, Stakeholders Relationship Committee, its number of meetings held during the year under review and other related details are set out in the Corporate Governance Report which forms part of this Report.

There have been no situations where the Board has not accepted any recommendation of the Audit Committee.

22. Risk Management

Pursuant to the sub-regulation 5 of Regulation 21 of Listing Regulations, the constitution of Risk Management Committee is not applicable to the company.

23. Corporate Social Responsibility

Your Company believes in touching some of the important aspects of human life. The Company implements CSR through multiple trust/ societies through which it operates and efforts are revolved around several projects relating to Social Empowerment and Welfare, Infrastructure Development, Sustainable Livelihood, Health Care and Education during the year under review. These projects are in accordance with Schedule VII of the Act and its CSR policy.

The brief report of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

The Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company are available on your Companys website www.spllimited.com.

24. Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, forms an integral part of this Report which is Annexed as Annexure- B

25. Business Responsibility Report

As required under Regulation 34 of the Listing Regulations, the Business Responsibility Report is not mandatory over your Company, hence the same does not form part of the Directors Report.

26. Corporate Governance

A separate section on parameters of statutory compliance evidencing the standards expected from a listed entity have been duly observed and a report on Corporate Governance as well as certificate from company secretary in practice confirming compliance with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of this Report as Annexure- C

27. Vigil Mechanism

The Company has a Vigil Mechanism to report concern about unethical behavior, actual or suspected fraud or violation of Companys code of conduct by the Directors and employees. The vigil mechanism is disclosed in the website of the company viz., www.spllimited.com

28. Related Party Transaction

All transactions or arrangements entered into with the related parties for the year under review were on arms length basis and in the ordinary course of business. Hence the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of the Companies Act, 2013 in Form AOC 2 is enclosed as Annexure- D.

None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz., www.spllimited.com.

29. Internal Control System and their adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised standard operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Internal and operational audit is entrusted with M/s. Vats & Associates, a firm of Chartered Accountants. The main thrust of Internal Audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal financial control systems w.r.t. the financial statements and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism

The Audit Committee of the Board of Directors, Independent Auditors and the Finance department have periodically been appraising the significant internal audit observations and the corrective actions have been taken. The Audit Committee places a key role in providing assurance to the Board of Directors.

Internal financial controls have been discussed under the head MD/CFO Certification in the Corporate Governance Report.

30. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchanges earnings and outgo pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (accounts) Rules, 2014 as amended from time to time is annexed as Annexure - E and forms an integral part of this Report.

31. Business Risk Management

Your Company continues to strengthen its robust Risk Management Framework and the same was reviewed by the Audit Committee periodically. The Committee meets for focused interaction with business, identifying and prioritizing strategic, operational risk and formulating appropriate mitigation strategies and conducting frequent review of the progress on the management of the identified risk. Your company

believes that managing risk helps in maximizing return. The companys approach in addressing business risks includes periodical review of such risks and thereby mitigating it effectively. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

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 Committees 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.

32. Auditors

a. Statutory Auditors

As per the provisions of Section 139 of the Companies Act, 2013, M/s Raghu Nath Rai & Co., Chartered Accountants (FRN- 000451N) were appointed as Statutory Auditors of the company for a period of 5 (Five) years at the 30th AGM of the Company held in 2021 till the conclusion of the 35th Annual General Meeting of the company. Further the report of the Statutory Auditors along with notes to financial statements is enclosed to this Annual Report. The Auditors Report does not contain any qualification, reservation, disclaimer or adverse remarks.

b. Secretarial Auditors

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 re-appointed M/s. Agarwal S & Associates, Practicing Company Secretaries, Delhi to conduct the Secretarial Audit for the financial year 2022-23. The Audit Report issued by the Secretarial Auditors for the said Financial Year forms part of this Report and is set out in Annexure - F which is a self-explanatory. The Auditors Report does not contain any qualification, reservation, disclaimer or adverse remarks.

c. Internal Auditors

M/ s. Vats & Associates, Chartered Accountants continue to be the Internal Auditors of the company for the financial year 2022-23.

33. Significant & Material Orders passed by the Regulators or Courts

There were no significant and material orders passed by the Regulators and/or courts.

34. Environment & Safety

The Company is conscious of the importance of environment friendly and safe operations. The companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. The following is a summary of sexual harassment complaints received and disposed off during the reporting period:

A. No. of complaints received: Nil

B. No. of complaints disposed off: Nil

C. No. of complaints pending: Nil

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Act.

35. Human Resources

Your Company believes that its manpower is an asset for the company and enjoys a strong brand image as a preferred and caring employer. The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. Value- based HR programmes have enabled your Companys HR team to become strategic partners for the business. Your company laid stress to build a women-friendly workplace by introducing various initiatives for the development of women employees in the organization. Your Company has focused on internal talents and nurtures them through the culture of continuous learning and development, thereby building capabilities for creating future leaders. Your companys initiatives like a hiring freeze at some levels, robust talent review, career development conservations and best-in- class development opportunities, which will help to enhance the employees experience at your Company. The Companys Human Resources plays a critical role in your Companys talent management process.

The Disclosure as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - G and forms a part of this report. Information relating to remuneration of Directors under Section 197 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been given in Annexure- H to the Directors Report.

36. Subsidiaries, Associates and Joint-Ventures

During the Financial Year 2022-23, no company became and/or ceased to be an Associate, Subsidiary or Joint-Venture company of your Company.

37. Certificate of Non-Disqualification

Pursuant to Regulation 34(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certificate confirming non-disqualification of directors of the company forms part of the Corporate Governance Report.

38. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

A. there were no frauds reported by the auditors under provisions of the Companies Act, 2013;

B. Issue of equity shares with differential rights as to dividend, voting or otherwise;

C. There were no revisions in the financial statements;

D. Issue of share (including sweat equity shares) to employees of the Company under any scheme as permitted under any provision of Companies Act, 2013.

E. Companies are not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

39. Acknowledgments

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

By order of the Board,
For, SPL Industries Limited
Mukesh Kumar Aggarwal
Managing Director
DIN 00231651
Place- Faridabad C-l/4, Sector-11, Faridabad
Date- August 11, 2023 Haryana -121007