splendid metal products ltd share price Directors report

To

The Membersof Splendid Metal Products Limited,

Your Directors and the Resolution Professional have pleasure in presenting the Thirtieth Annual Report of your Company together with the Audited Financial Statements of Accounts for the Financial Year ended 31" March, 2020.

Companys Performance:

Your Directors hereby report that the Company has achieved a turnover of Rs.3137.55 lakhs upto 31.03.2020 as against the turnover of Rs.45817.68 lakhs during the previous financial year ended 31.03.2019.

The highlights of the financial results are as follows:

(Rs. in lakhs)

Particular	2019-2020	2018-2019
Profit Before Depreciation & Interest	(1667.37)	(85569.11)
Financial Costs	3.89	179.60
Depreciation	3897.27	3137.95
Profit/Loss Before Tax	(5568.53)	(88886.66)
Provision for Tax
Current Tax	-	-
MAT credit relating to earlier years	-	-
- Deferred Tax	(1229.03)	(19933.75)
- Profit/Loss After Tax	(4339.50)	(68952.91)

Operations & Overall Performance:

During the year under review, your Company reported total income of Rs. 3298.15 Lakhs as against Rs.45871.10 lakhs of previous year. Your Company incurred loss before tax of Rs. 5568.53 lakhs as against loss of Rs.88886.66 lakhs in the previous year. After making a provision of Rs.3.89 Lakhs towards interest and Rs.179.60 Lakhs towards depreciation, the current financial year closed with a net loss of Rs.4339.50 Lakhs as against net loss of Rs. 68952.91 Lakhs last year. Previous year figure include provision made against impairment of trade receivable and investments.

The net worth of the Company as on 31" March, 2020 is (-) Rs 117,814.53 lakhs against (-) Rs. 113,487 lakhs in 2018-19. Net worth has decreased by Rs. 4327.53 lakhs.

Consolidated turnover was Rs. 3137.55 lakhs as against Rs 45817.68 lakhs in the previous year and consolidated loss before Tax was Rs.7883.30 lakhs as against loss of Rs. 106045.39 lakhs in the previous year.

Dividend:

In view of the losses, your Company does not recommend any dividend forthe year under review

Material Changes and Commitments:

No material change or commitment has occurred, affecting the financial position of the Company, between the end of the financial year of the Company i.e. 31st March, 2020 and the date of this report.

Details of significant and material Orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and the Companys operations in future:

The Company petition (C.P.175/2013) filed by Standard Bank (Mauritius) Limited (SBML) against the Company u/s 433 of the Companies Act, 1956, in connection with the Corporate Guarantee furnished by the Company on behalf of its step- down subsidiary Optimix Enterprises Limited, Mauritius was admitted by the Honble High Court of Judicature at Hyderabad. The Company Petition No.175 of 2013 was disposed by the Honble High Court on 06.12.2019 directing the parties to work out their remedies before the National Company Law Tribunal in the on-going Corporate Insolvency Resolution Process ("CIRP").

Members may kindly note that on 4* April, 2019 the Honble National Company Law Tribunal (NCLT) had admitted the petition for initiating the Corporate Insolvency Resolution Process under the provisions of the Insolvency Bankruptcy Code, 2016 (IBC). Further, vide the aforesaid NCLT order and pursuant to Section 17 of the IBC, the powers of the Board of Directors stood suspended, and such powers were vested with the Interim Resolution Professional, Mr. T.Sathisan (IP Registration No. IBBI/IPA-001/IP-P00105/2017-2018/10212). His appointment was subsequently confirmed by the Committee of Creditors (COC) as the Resolution Professional (the RP). Accordingly, Mr. T. Sathisan in his capacity as RPtook control and custody of the management and operations of the Company from 19"April, 2019. Honble National Company Law Tribunal ("NCLT"), Hyderabad bench vide its order dated 1" October, 2019 has granted an extension of CIRP for a further period of 90 (Ninety) days with effect from 02.10.2019. The Honble NCLT has also approved the applications of the RP for excluding certain periods from the CIRP timeline.

During the CIRP period the process, which included publication of invitation for submission of Expressions of Interest ("EOI") from eligible interested parties to submit Resolution Plans, receipt and vetting of plans, consideration of the plans by the Committee of Creditors, detailed deliberations between the CoC and the Prospective Resolution Applicants and voting on the final Resolution Plan was carried out. Initially two resolution plans were received but after preliminary round of negotiations one of the bidders dropped out. Later multiple rounds of discussions and negotiations were held with the remaining bidder [consortium of Antanium Holdings, Singapore (formerly Tritteras Holdings Pte Ltd) and Invent Assets Securitisation and Reconstruction Pvt Ltd] and the modified final resolution plan was put to vote in the 24^,h meeting of the CoC held on 8^,h

October 2020 through an e-voting process. The voting process concluded on 15 October 2020 with the Resolution Plan being approved by a majority of 91.18%. The Plan was then filed with the Honble NCLT on 16 October 2020vide IA No. 981/20 and it is awaitingthe approval of the said Adjudicating Authority

Deposits

Your Company has not accepted Deposits from Public or Members under Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014forthe year under review.

Related Party Transactions

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material under Regulation 23 of Listing Regulation. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC - 2 is not applicable. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is also posted in the Investors section of the Companys website www.sujana.com. Your Directors draw attention of the members to Note no. 30 to the financial statements which sets out related partydisclosures.

Prior omnibus approval is obtained on an annual basis for the transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit Committee and Board of Directors for their review on a periodic basis.

None of the Directors, other than to the extent of their shareholding, receipt of remuneration / commission, has any pecuniary relationships or transactions vis-a-vis the Company.

Corporate Social Responsibility

Corporate Social Responsibility Policy framed in consonance with Section 135 of the Companies Act, 2013 read with the rules framed there under duly indicating the activities to be undertaken by the Company as specified in the Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Policy is posted in the Investors section of the Companys website. The Company is not falling under any of the applicability criterias of CSR as mentioned under the provisions of Section 135 of the Companies Act, 2013 as amended by the Companies Amendment Act, 2019. Reporting as required under the aforesaid Section, for the FY 2019-20 as Annexure-1 and forms part of this report.

Directors Responsibility Statement:

Directors Responsibility Statement as required under the provisions of Section 134(3) (c) of the Companies Act, 2013, is given in the Annexure-II attached hereto and forms part of this Report.

Auditors:

(a). Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013 ("the Act"), and the Companies (Audit and Auditors) Rules, 2014, made thereunder, the present Statutory Auditors of the Company, M/s. T.Raghavendra & Associates, Chartered Accountants (Membership No.023806), will hold office until the conclusion of the ensuing Annual General Meeting and will not seek re-appointment.

The Company is required to appoint another Auditor to hold office from the conclusion of this Annual General Meeting till the conclusion of the 31" Annual General Meeting. The Resolution Professional had recommended the appointment of M/s. Venugoal & Chenoy, Chartered Accountants, (Registration No.00 4671S), as the Statutory Auditors of the Company for approval of the members.

The proposed Auditors shall hold office from the conclusion of the 30" Annual General Meeting till the conclusion of 31" Annual General Meeting of the Company. M/s. Venugoal & Chenoy, Chartered Accountants, have consented to the aforesaid appointment and confirmed that their appointment, if made, will be within the limits specified under Section 141(3)(g) of the Companies Act, 2013.

They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Companies Act, 2013 and the rules made thereunder. Pursuant to Section 139 of the Companies Act, 2013, approval of the members is required for appointment of the Statutory Auditors and fixing their remuneration by means of an ordinary resolution. Accordingly, approval of the members is sought for appointment of M/s. Venugoal & Chenoy, Chartered Accountants as the Statutory Auditors of the Company and to fix their remuneration.

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013 to the Audit Committee.

Statutory Auditors Qualification / Comment on the Companys Standalone Financial Statements

i). The Company has defaulted in repayment of dues to Banks/Financial Institutions and all loans outstanding were classified as NPAs and were recalled by all the Banks. Note 5 forming part of the Statement regarding interest on Working Capital loans, Term Loans and Electricity power charges for the last three quarters of non-operating units. The accumulated loss as on 31" March, 2020 would have been increased from Rs.l,79,864.05 lakhs to Rs.2,61,666.07 lakhs had the Company provided for the same.

Managements response:

The Banks/ Financial Institutions have classified our loan accounts as NPA. The Company is currently undergoing Corporate Insolvency Resolution Pricess ("CIRP) with effect from 04 April 2019. Hence the Company has not provided interest amounting to Rs.276.23 crores for the current financial year 2019-20 in the books of account

i). The Company has been continuously making losses

consequently it net worth is negative and the Companys total liabilities exceeded its total asset as at 31" March, 2020 by Rs.(H7814.53 akhs). This indicates the existence of material uncertainty that may cast significant doubt on the Companys ability to continue as a going concern.

Managements response:

A Resolution Plan, duly approved by the Committee of Creditors, has been filed with the Honble NCLT for confirmation. The said Plan proposes resolution of all the debts of the Company and on its confirmation by the Honble NCLT, is expected to ensure the continuance of the Company as a "going concern"

ii) . The dues to Banks/Financial Institutions as on 31.03.2020 as per Company is Rs.2,42,790.64 lakhs, whereas the actual claims made by Banks/FIs and admitted by Resolution Professional is Rs.627652.66 lakhs.

Managements response:

The claims made by the lenders include elements of compound interest, penal interest and reversal of reliefs and concessions accorded to the Company as part of earlier restructuring exercises, the effect of which was not accounted for in the books as part of normal business and industry practices, since such additional elements were normally expected to be waived or foregone by the lenders. However, in view of the statutory proceedings under the Insolvency and Bankruptcy Code 2016, the lenders filed claims on the basis of their subsisting contractual rights and the same, after verification, were admitted by the Resolution Professional. As noted hereinabove, a Resolution Plan, duly approved by the Committee of Creditors, has been filed with the Honble NCLT for confirmation. The said Plan proposes resolution of all the debts of the Company and on its confirmation by the Honble NCLT, is expected to ensure the continuance of the Company as a "going concern"

iii) . The trade receivable could not be verified as the confirmation of balances have not been received and made available to us. The Companys Trade Receivables aggregating to Rs.69,344.06 Lakhs is more than three years old. The Company has not provided any bad debts in the books of account during the quarter. We are unable to form an opinion on the extent to which the debts may be recoverable.

Managements response:

Confirmation letters from debtors were submitted to auditors as on 31.03.2019. After that no transactions were made during the Financial Year 2019-20. Accumulated provision for Bad debts provided up to 31.03.2020 is Rs.122611.36 lakhs on Trade Receivables of Rs. 164285.90 lakhs.

iv) . The Loans & advances could not be verified as the confirmation of balances have not been received and made available to us. The Companys loans and advances aggregating to Rs.10, 351.73 Lakhs is more than three years old. The Company has not provided any bad debts in the books of account during the Quarter. We are unable to form an opinion on the extent to which the debts may be recoverable.

Managements response:

Accumulated Provision for Bad Loans & Advances is Rs. 12372.74 lakhs on Rs. Total outstanding of Rsl8021.96 lakhs upto FY2019-20.

v) . The Companys Capital advances to the extent of Rs.5005.16 lakhs. We are unable to ascertain whether such balances are fully recoverable. Accordingly, we are unable to ascertain the impact, if any, that may arise in case any of these advances are subsequently determined to be doubtful of recovery. Had the Company provided for the same, the loss for the period would have been higher by the said amount.

Managements response: Self Explanatory

vi) . With regard to investments in unquoted equities of subsidiaries for a value of Rs.5046.93 lakhs are valued at cost of investment however the present realizable value of these have not been ascertained by the management hence the same is subject to current valuation.

Managements response:

The matter has been dealt with as part of the Resolution Plan approved by the CoC and awaiting confirmation of the Adjudicating Authority.

vii) . A winding up petition filed by Standard Bank (Mauritius) Ltd., in the High Court of Telangana & Andhra Pradesh against the Company for giving Corporate Guarantee for loan extended by the said bank to the step down subsidiary Optimix Enterprises Limited for Rs.4087.50 lakhs still pending.

Managements response:

The Petition for winding up was closed due to Corporate Insolvency Resolution Process having been initiated before NCLT, Hyderabad.

viii) . The Company is not regular in payment of undisputed statutory dues towards ESI, Provident Fund, TDS and Goods & Service Tax during the year ended 31" March, 2020.

Managements response:

The Company having been found to have defaulted on its debt obligations, a Corporate Insolvency Resolution Process was ordered by the Honble NCLT, Hyderabad bench. As noted hereinabove, a Resolution Plan, duly approved by the Committee of Creditors, has been filed with the Honble NCLT for confirmation. The said Plan proposes resolution of all the debts of the Company and on its confirmation by the Honble NCLT, is expected to ensure the continuance of the Company as a "going concern"

ix) . Bank Statements were not available with the Company for all the Banks except that of Vizag Branch. Interest calculations are on the basis of the last interest rates on the outstanding balances.

Managements response:

As part of Corpoarte Insolvency Resolution Process, all the banks have submitted claims. Statement for account opened toward expenses during the CIRP process is available through

netbankingfacility.

x) . The GST Returns are yet to be reconciled for all the Branches except Vizag branch as returns are yet to be filed by the Company.

Managements response:

As on date, GST Returns of Telangana for FY 2019-20 were filed. GST Returns of Tamilnadu were not filed since February 2019 due to liquidity crunch and activity in Tamilnadu was closed since

01.04.2019.

xi) . On account of the COVID-19 related lock-down restrictions, we were not able to physically observe the verification of inventory that was carried out by the Management. Consequently, we have performed alternate procedures to audit the existence of Inventory as per the guidance provided by SA 501 "Audit Evidence-Specific Considerations for selected items" and have obtained sufficient audit evidence to issue our unmodified opinion on these Standalone Finance Results.

Managements response: Self Explanatory

Statutory Auditors Qualification / Comment on the Companys Consolidated Financial Statement:

i). The Company has defaulted in repayment of dues to Banks/Financial Institutions and all loans outstanding were classified as N PAs and were recalled by all the Banks. Note 5 forming part of the Statement regarding interest on Working Capital loans, Term Loans and Electricity power charges for the last three quarters of non-operating units. The accumulated loss as on 31" March, 2020 would have been increased from Rs.1,92,166.06 lakhs to Rs.2,73,968.03 lakhs had the Company provided for the same.

Managements response:

A Resolution Plan, duly approved by the Committee of Creditors, has been filed with the Honble NCLT for confirmation. The said Plan proposes resolution of all the debts of the Company and on its confirmation by the Honble NCLT, is expected to ensure the continuance of the Company as a "going concern"

i) . The Company has been continuously making losses consequently it net worth is negative and the Companys total liabilities exceeded its total asset as at 31" March, 2020 by Rs.(125818.21 lakhs). This indicates the existence of material uncertainty that may cast significant doubt on the Companys ability to continue a going concern.

Managements response:

A Resolution Plan, duly approved by the Committee of Creditors, has been filed with the Honble NCLT for confirmation. The said Plan proposes resolution of all the debts of the Company and on its confirmation by the Honble NCLT, is expected to ensure the continuance of the Company as a "going concern"

ii) . The dues to Banks/Financial Institutions as on 31.03.2020 as per Company is Rs.2,42,790.64 lakhs, whereas the actual claims made by Banks/FIs and admitted by Resolution Professional is Rs.627652.66 lakhs.

Managements response: The claims made by the lenders include elements of compound interest, penal interest and reversal of reliefs

and concessions accorded to the Company as part of earlier restructuring exercises, the effect of which was not accounted for in the books as part of normal business and industry practices, since such additional elements were normally expected to be waived or foregone by the lenders. However, in view of the statutory proceedings under the Insolvency and Bankruptcy Code 2016, the lenders filed claims on the basis of their subsisting contractual rights and the same, after verification, were admitted by the Resolution Professional. As noted hereinabove, a Resolution Plan, duly approved by the Committee of Creditors, has been filed with the Honble NCLT for confirmation. The said Plan proposes resolution of all the debts of the Company and on its confirmation by the Honble NCLT, is expected to ensure the continuance of the Company as a "going concern"

iii) . The trade receivable could not be verified as the confirmation of balances have not been received and made available to us. The Companys Trade Receivables aggregating to Rs.89293.16 Lakhs is more than three years old and in respect of which the Company has provided only Rs.1221.22 Lakhs provision for debts in the books of account during the quarter. We are unable to form an opinion on the extent to which the debts may be recoverable.

Managements response:

Confirmation letters from debtors were submitted to auditors as on 31.03.2019. Afterthat no transactions were made during the Financial Year 2019-20. Accumulated provision for Bad debts provided up to 31.03.2020 is Rs. 152347.59 lakhs on Trade Receivables of Rs. 198869.69 lakhs.

iv) . The Loans & advances could not be verified as the confirmation of balances have not been received and made available to us. The Companys loans and advances aggregating to Rs.11124.26 Lakhs is more than three years old. The Company has not provided any bad debts in the books of account during the Quarter. We are unable to form an opinion on the extent to which the debts may be recoverable.

Managements response:

Accumulated Provision for Bad Loans & Advances is Rs. 12372.74 lakhs on Total outstanding of Rs. 18476.95 lakhs up to FY 2019-20.

v) . The Companys Capital advances to the extent of Rs.5005.16 lakhs. We are unable to ascertain whether such balances are fully recoverable. Accordingly, we are unable to ascertain the impact, if any, that may arise in case any of these advances are subsequently determined to be doubtful of recovery. Had the Company provided for the same, the loss for the period would have been higher bythe said amount.

Managements response:

The matter has been dealt with as part of the Resolution Plan approved by the CoC and awaiting confirmation of the Adjudicating Authority.

vi) . A winding up petition filed by Standard Bank (Mauritius)

Ltd., in the High Court of Telangana & Andhra Pradesh against the Company for giving Corporate Guarantee for loan extended by the said bank to the step down subsidiary Optimix Enterprises Limited for Rs.4087.50 lakhs still pending.

Managements response:

The Petition for winding up was closed due to Corporate Insolvency Resolution Process having been initiated before NCLT, Hyderabad.

vii) . The Company is not regular in payment of undisputed statutory dues towards ESI, Provident Fund, TDS and Goods & Service Tax duringthe year ended 31" March, 2020.

Managements response:

The Company having been found to have defaulted on its debt obligations, a Corporate Insolvency Resolution Process was ordered by the Honble NCLT, Hyderabad bench. As noted hereinabove, a Resolution Plan, duly approved by the Committee of Creditors, has been filed with the Honble NCLTfor confirmation. The said Plan proposes resolution of all the debts of the Company and on its confirmation by the Honble NCLT, is expected to ensure the continuance of the Company as a "going concern"

viii) . Bank Statements were not available with the Company for all the Banks except that of Vizag Branch. Interest calculations are on the basis of the last interest rates on the outstanding balances.

Managements response:

We have only one operating Bank account, i.e Bank of India of Kukatpally Branch, Hyderabad. Other Bank accounts are either non-operating accounts or frozen by banks. Hence, we could not gettheses bankstatements

ix) . The GST Returns are yet to be reconciled for all the Branches except Vizag branch as returns are yet to be filed by the Company.

Managements response:

As on date, GST Returns of Telangana for FY 2019-20 have been filed. GST Returns of Tamilnadu were not filed since February 2019 due to liquidity crunch and activity in Tamilnadu was closed since

01.04.2019.

x) . On account of the COVID-19 related lock-down restrictions, we were not able to physically observe the verification of inventory that was carried out by the Management. Consequently, we have performed alternate procedures to audit the existence of Inventory as per the guidance provided by in SA501 "Audit Evidence-Specific Considerations for selected items" and have obtained sufficient audit evidence to issue our unmodified opinion on these Standalone Finance Results.

Managements response: Self Explanatory

(b). Cost Auditors:

M/s. Nageswara Rao & Co, Cost Accountants [Firm No.000332] have been appointed as the Cost Auditor of the Company for financial year 2020-21 pursuant to provisions of Section 148 and other applicable provisions of the Companies Act 2013. As required by Section 148 of the Companies Act, 2013, necessary resolution has been included in the notice convening the Annual General Meeting seeking ratification by the members to the

remuneration proposed to be paid to the cost auditors for the financial yearending31" March, 2021.

The Company is in process of filing the Cost Audit Report, for the financial years 2016-17,2017-18, 2018-19 and 2019-2020 with the Central Government.

(c) . Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Resolution Professional has appointed Mrs. Usha Balasubramanian, Company Secretaries (CP.NO.7444, FCS N0.9267), to undertake the secretarial audit of the Company. The secretarial audit report issued by Mrs. Usha Balasubramanian, Practicing Company Secretary for the financial year ending 31st March, 2020 is given in the Annexure- lll-A attached hereto and forms part of this Report.

Secretarial Auditors comments on the Secretarial Audit Report:

Managements Response:

i). Company is in the process of identifying the women Independent Director to Comply the provisions of Section 149(1) of the Companies Act, 2013.

Further to inform you that as per the provisions of IBC and provisions of Regulation 15 (2A) and (2B) of SEBI LODR, the provisions specified in regulation 17,18,19 and 21 shall not be applicable during the CIRP and the roles and responsibilities of the board of directors and the committees, specified in the respective regulations, shall be fulfilled by the interim resolution professional or resolution professional.

(ii) . The Company has submitted the reason for delayed submission of Audited (standalone and Consolidated) Financial Results for the quarter and Year ended 31st March 2019 beyond the due date for submission, with the Stock Exchanges on 30.05.2019.

(iii) .The Company is in the process of filing the Cost Audit Reports, forthe financial years 2016-17, 2017-18, 2018-19 and 2019-20 with the Central Government

(iv) . Company is facing severe financial crisis and the Company is planning to pay annual listingfee forthe years 2018-19,2019- 20and 2020-21 atthe earliest.

(d) . Secretarial Compliance Report

Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 the Company has obtained annual Secretarial Compliance Report for the financial year ended 31st March, 2020. The report has been annexed herewith as "Annexure-lll-B"

Share Capital

The paid up equity share capital as on 31st March, 2020 was Rs.15050.54 Lakhs. During the year 2019-20, there was no change in the share capital of the Company.

The Company has not issued any share with differential voting rights nor has granted any stock options or sweat equity as on

31st March, 2020. None of the Directors of the Company hold instruments convertible into equity shares of the Company.

Extract of Annual Return:

Pursuant to the provisions of Section 92 of the Companies Act, 2013 and rules framed there under, the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure-IV and forms part of this Report.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are given in the Annexure -V attached hereto and forms part of this Report.

Meetings:

The powers of the Board of Directors stood suspended, and such powers were vested with the Interim Resolution Professional, Mr. T.Sathisan (IP Registration NO.IBBI/IPA-001/IP-P00105/2017- 2018/10212). His appointment was subsequently confirmed by the Committee of Creditors (COC) as the Resolution Professional (the RP). Accordingly, Mr. T. Sathisan in his capacity as RP took control and custody of the management and operations of the Company from 19"April, 2019.

Hence, no Board meetings were held during the year 2019-20. However, Resolution Professional has conducted the meetings with the Directors of the Company from time to time to consider and approve the Quarterly and Yearly Financial Results of the Company. Five such meetings were held during the year on 30.05.2019,

15.06.2019, 14.08.2019, 14.11.2019 and 14.02.2020 to consider and approve the Quarterly and Yearly Financial Results of the Company pursuantto the provisionsof SEBI (ListingObligationsand Disclosure Requirements) Regulations 2015.

Directors:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and in accordance with the Articles of Association of the Company, Shri. G. Srinivasa Raju (DIN: 00132249), Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The Resolutions proposing their re-appointment/appointments as Directors will be placed before the Shareholders for their approval at the ensuing Annual General Meeting of the Company.

Dr. K. Srinivasa Rao-DIN- 02257745) ceased to be an Independent Director of the Company with effect from 14.12.2019 due to completion of his 5 years term.

Mrs G.Uma Devi, women and Independent Director has resigned with effect from 18.04.2019.

Mr. Nitil Pandya, Nominee Director of Punjab National Bank, has resigned from the directorship of the Company with effect from 27.09.2019 consequent to withdrawal of his nomination by the said Bank. Resolution Professional and Committee of Creditors had accepted the resignation of Mr. Nitil Pandya -Nominee Director in

their meeting held on 10.12.2019.

The Company has received declarations from all the Independent Directors of the Company confirming that they continue to meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(l)(b) of SEBI (ListingObligationsand Disclosure Requirements) Regulations 2015.

None of the Directors of your Company is disqualified under Section 164 (2) of the Companies Act, 2013. As required bylaw, this position is also reflected in the Auditors Report.

The following persons are Key Managerial Personnel of the Company:

Shri R. K. Birla: Managing Director (upto 30.05.2020)

Shri Shaik Ibraheem: Company Secretary

For Directors seeking appointment/re-appointment in the forthcoming Annual General Meeting of the Company; the particulars as required to be disclosed in accordance with Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, forms part of this Report.

Board Evaluation

Evaluation of performance of Directors was not undertaken during this financial year on account of CIRP initiated against the Company w.e.f. 04.04.2019, where the powers of the Board of Directors (includingevaluatingthe performance of Board, its Committee and individual Directors) stood suspended.

Particulars of Employees:

The information required pursuant to the provision of Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are set out in Annexure-VI of this Report.

Management Discussion and Analysis Report:

Management Discussion and Analysis, forming part of this report as required under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached hereto as Annexure-VII and forms part of this Report.

Corporate Governance:

Your Company is committed to principles of good Corporate Governance. The Board of Directors ensures that your Company is in compliance with all the applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 pertaining to Corporate Governance. A detailed report on Corporate Governance is attached as Annexure-VIII and forms part of this report. Certificate from the Practicing Company Secretary confirming the compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached to this report.

s. No	Name of the Company	Status	Nature of Business	Country of Incorporation	Percentage of ownership interest
1	Glade Steel Private Limited	Subsidiary	It is engaged in the business of manufacturing, distributing, supplying, selling and other wise dispose of Rounds, Flats, Squares, Angles, Channels, Girders and Allied Products with installed capacity of 75.000 MT/per annum of re-rolling and 50.000 MT/per annum of MS ingots	India	51.15%
2	Asian Tide Enterprises Limited	Wholly Owned Subsidiary (WOS)	It was incorporated in Hong Kong for carrying on the business of trading of	Hong Kong	100%
3	Alpha Ventures Limited	Wholly Owned Subsidiary {WOS)	Alpha Ventures Limited has been promoted to carry out any object not prohibited bythe Companies Law {2004) Revision, or as the same may be revised from time to time, or any other law of the Cayman Islands. As per the law prevailing in Cayman Islands	Cayman Islands	100%
4	Optimix Enterprises Limited	Stepdown Subsidiary {WOS of Asian Tide Enterprises Limited)	It was incorporated in Mauritius for carrying on the business or businesses which are not prohibited under the laws for the time being in force in the Republic of Mauritius. This includes (inter alia) to engage in the business of all forms of investments including but not limited to venture capital and private equity investments whether directly, indirectly through any special purpose vehicles or otherwise.	Mauritius	100%

A separate statement containing the salient features of the Financial Statement for the financial year ended 31st March, 2020 of the aforesaid subsidiary companies are included in the Annual Report as Form AOC-1 as an Annexure -IX. The Financial statements of the said Subsidiaries Companies are available for inspection by the Shareholders at the Registered office of your Company. Your Company undertakes that the Financial statements of the Subsidiaries Companies shall be made available to the Shareholders of the Company on demand.

Consolidated Financial Statements:

The consolidated financial statements of your Company for the financial year 2019-20, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulations as prescribed by the Securities and Exchange Board of India (SEBI).

The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its subsidiaries.

Audit Committee:

Subsequent to the initiation of the CIRP against the Company w.e.f.

04.04.2019, the Audit Committee of the Board of Directors could not be constituted. Role and responsibilities of the Audit committee shall be fulfilled bythe Resolution Professional as perthe proviso to Regulation 15(2B) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

Internal Control Systemsand their adequacy:

The Company has adequate internal financial controls in place with reference to financial statements. These are continually reviewed by the Company to strengthen the same wherever required. The internal control systems are supplemented by internal audit carried out by an Independent firm of Chartered Accountants and periodical review by management. The Audit Committee of the Board addresses issues raised by both, the Internal Auditors and the Statutory Auditors.

Vigil Mechanism:

The Company has established a vigil mechanism by framing a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The Vigil Mechanism framework ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination shall be meted out to any person for a genuinely raised concern. The designated officer can be directly contacted to report any suspected or confirmed incident of fraud/misconduct.

Remuneration Policy:

The Company has framed a Nomination and Remuneration policy for selection, appointment and remuneration of Directors, KMPand Senior Management and matters covered u/s 178(3) of the Companies Act 2013. The details of the same are provided in the Corporate Governance Report. The Policy is also posted in the Investors section of the Companys website www.sujana.com.

Particulars of Loans, Guarantees or Investments:

Particulars of Loans, Guarantees and Investments as required under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

Risk Management:

The Risk Management programme at The Company is focused on ensuring that risks are known and addressed. The Company has in place a robust Risk Management framework by framing a Risk Management Policy to deal with all risks including possible instances of fraud and mismanagement, if any. The Risk Management Policy details the Companys objectives and principles of Risk Management along with an overview of the Risk Management process, procedures and related roles and responsibilities. There are no elements of risks that may threaten the existence of the Company.

Industrial Relations:

Your Companys management is happy to report that the Industrial Relations have been extremely cordial at all levels throughouttheyear.

Sexual Harassment Policy:

The Company as required under the provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013" has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto. In the year under review, the Company has not received any complaintunder the said Policy.

Environment and Social Obligation:

The Companys plants comply with all norms set up for clean and better environment by the competent authorities. The Company undertakes regular checks / inspections including certification for the maintenance of the environment. The Company values environmental protection and safety as the major considerations in its functioning. The Company has adequate effluent Treatment Plants to prevent pollution. The Company is continuously endeavoring to improve the health and quality of life in the communities surrounding its industrial complexes.

Human Resource Management:

The Company believes that Human Resource is its most valuable resource, which has to be nurtured well and equipped to meet the challenges posed by the dynamics of Business Developments. The Company has a policy of continuous training of its employees both in-house. The staff is highly motivated due to good work culture, training, remuneration packages and the values, which the company maintains. Your Directors would like to place on record their deep appreciation of all employees for rendering quality services and to every constituent of the Company be its customers, shareholders, regulatory agencies or creditors. Industrial relations have remained harmoniousthroughouttheyear.

Insurance:

All the properties and insurable assets of the Company, including Building, Plant and Machinery, stocks etc., wherever necessary and to the extent required, have been adequately the covered.

Quality:

Your Company accorded high priority to quality, safety, training, development, health and environment. The Company endeavours to ensure continuous compliance and improvements in this regard.

Appreciations:

The Management hereby take this opportunity to express their deep sense of gratitude to the Central and State Government and Local Authorities, Financial Institutions, Banks, Customers, Dealers, Vendors and all the stakeholders for their continued cooperation and support to your Company.

The Management wishes to express its appreciation to all the employees of the Company for their outstanding contribution to the successful operations of the Company.

The Management specially thank to the shareholders for their continued confidence and faith in the Company.

FOR SPLENDID METAL PRODUCTS LIMITED

T.SATHISAN

Resolution Professional

IP Reg No.: 1BBI/IPA-001/1P-P00105/2017-2018/10212

(A Company under Corporate Insolvency

Resolution Process by

NCLT order No. CP(IB)No. 666/7/HDB/2018)

 

PLACE: Hyderabad

DATE: 7* December, 2020