spml infra ltd share price Directors report


Dear Shareholders,

The Board of Directors of your Company is pleased to submit their 41st Annual Report on the operations and performance of the Company along with the audited financial statements for the year ended 31st March 2022.

Financial Results:

The brief summary of the financial performance of the Company for the year under review along with the comparative figures for the previous yearis summarized herein below:

Rs In Lakhs

PARTICULARS Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Revenue from Operations 85,309.69 61, 539.17 95,177.28 68,285.34
Other Income 1,699.98 4,319.15 2,933.65 6,377.41
Total Income 87,009.67 65,858.32 98,110.93 74,662.75
Total Expenses 86,123.64 66,497.46 98,303.91 75,771.23
Earnings before Interest, depreciation, tax and amortization (EBIDTA) 4504.31 6,744.37 3,495.82 6,142.55
Less:- Finance Cost 3228.46 6,840.53 3287.74 6,695.13
Less:- Depreciation 389.82 542.98 401.06 555.90
Profit/ (Loss) before tax from continuing operations 886.03 (639.14) (192.98) (1,108.48)
Tax Expenses of Continuing Operations
Less: - Current tax 329.58 - 345.65 5.95
Less: - Deferred Tax (441.61) (598.18) (458.00) (458.68)
Earning before share of profit/ (loss) of associate and joint venture, with continuing operations - - (80.63) (655.75)
Share of profit/(loss) of Associates & Joint Ventures - - 66.74 (443.48)
Minorities share of profity(loss) - - (46.08) (54.98)
Profit/ (Loss) after tax from continuing operations 998.06 (40.96) 32.19 (1,044.25)
Profit/ (Loss) before tax from discontinued operations - (10,676.46) - (10,676.46)
Tax Expenses of discontinued Operations
Less: - Current tax - - - -
Less: - Deferred Tax - - - -
Profit/ (Loss) after tax from discontinued operations - (10,676.46) - (10,676.46)
Earning Before Tax (EBT) 885.03 (11,315.60) (80.16) (12,173.44)
Tax Expenses
Less: - Current tax 329.58 - 345.65 5.95
Less: - Deferred Tax (441.61) (598.18) (458.00) (458.68)
Profit After Tax 998.06 (10,717.42) 32.19 (11,720.71)
Other Comprehensive Income for the Year (Net of Taxes) (21.19) (530.21) (21.20) (509.22)
Total Comprehensive Income for the year 976.87 (11,247.63) 10.99 (12,229.93)
Earnings per share (in Rs.) - Basic and Diluted (Nominal value Rs.2 Per Share) 2.68 (29.24) 0.09 (31.98)

Financial Performance on Standalone basis, the Operating Revenue of your Company for the financial year ended 31st March, 2022 stood at Rs. 85,309.69 Lakh as compared to Rs. 61,539.17 Lakh in the previous year. The Net Profit for the year is Rs. 998.06 Lakh over the previous year Net Loss of Rs. 10,717.42 Lakh.

On Consolidated basis, the Operating Revenue of your Company for the financial year ended 31st March, 2022 stood at Rs. 95,177.28 Lakh as compared to Rs. 68,285.34 Lakh in the previous year. The Consolidated Net Profit in Financial Year 2021-22 is Rs. 32.19 Lakh as compared to Net Loss of Rs. 11,720.71 Lakh in the previous year.

The financials of your Company has affected mainly due to delay in completion of ongoing resolution plan on account of obtaining the approval from all the lenders. However, your Company has taken various cost effective measures including deferment of chairmans remuneration and acceptance of nonexecutive position of the vice chairman.

State of Company?s Affairs

SPML Infra Ltd. is Indias leading Public Listed Infrastructure Development Company with over four decades of experience in the public and private sectors. The Company has executed and commissioned over 650 large and medium infrastructure projects across India and created significant value for the country, thus touching lives of millions of people with provision of drinking water facilities, wastewater treatment, integrated sewerage network, better municipal waste management, power transmission & distribution and lighting up homes. The Company features among the Worlds Top 50 Private Water Companies and amongst Indias 50 Best Real Estate & Infrastructure Companies. The Company operates on engineering, procurement, construction (EPC) segment and as on date, there is no change in the nature of business being undertaken by the Company.

Further, during the year under review Company received its single largest project order under ‘Jal Jeevan Mission valued at INR 1158 Crore from Govt. of Rajasthan for Isarda Dausa Water Supply Scheme to provide clean drinking water facilities to 25 Lac people in 1256 villages and 5 towns in Dausa and Sawai Madhopur districts.

Achievements

• During the year, SPML Infra has completed several projects including water supply scheme under ‘Jal Jeevan Mission in Manipur that was inaugurated by the Honble Chief Minister of Manipur; several power substation projects in Tripura which were inaugurated by the Honble Finance Minister of India and Honble Chief Minister and Dy. Chief Minister of Tripura respectively.

• Received the Physical Completion Certificate for Sauni 2 project in Gujarat, and Taken Over Certificate (TOC) for several power substation projects including Burdwan, Angul, and Murshidabad.

• Closed the financially Pattuvam Project under Kerala Water Authority.

• Started 10 years of O&M of water supply project in Dhanassar, Rajasthan after project completion.

• Company has received the arbitration award of INR 820 crore including interest upto 31st March 2022 , in its favour out of which INR 287 crore is already deposited in the Court and Company account.

• During the year under review construction claims to the tune of INR 3500 crore has been filed and further planning to file another INR 2000 crore claims.

New Initiative

• The company implemented new age HR Portal ‘Darwin Box to digitally collect and communicate all manpower related matters from ‘Hire to Retire. With the implementation, company has gained significant advantage in minimizing the human interference and streamlines the process effectively through digitization.

• The company has successfully completed the implementation of Wrench System (Phase-I) with Engineering, Procurement, Correspondence, and Construction Management module. It has empowered the company to digitize the process of Concept to Commissioning while digitally storing all important documents for easy access.

• The company has also implemented ‘Vakildesk, legal management software for efficiently managing construction claims and legal matters. It is also helpful in storing all legal documents digitally enhancing better time management practises with courts of law and legal professionals.

Debt Resolution

The operations of your company have suffered in last few years mainly due to general economic slowdown as well as actions and inactions by various Government bodies/authorities, including policy paralysis and various other factors beyond control of the Company or its management. The major clients/ customers of your Company are government bodies wherein the monies of the company are stuck since long and for which the claims of the Company are pending.

Considering the financial stress in your Company, the Lenders restructured the debts of the Company in 2017 under the Reserve Bank of Indias guidelines. However, the Company could not come out of financial stress and the mismatch in the cash flows was further widened with the non-release of sanctioned working capital credit facilities including Bank Guarantee limits, along with levy of excess margin & charges by some of the Lenders as against the agreed terms of sanction by the Banks. Due to the mismatch in the cash flows, the Company has not been able to service its debts or meet the payment obligations to the Lenders. Hence, the accounts of the Company with the Banks have been classified as sub - standard.

However, your company is in the process of formulating a resolution plan with Lenders which will be taken into their respective Committees for their approval. The Company has obtained the arbitration award of ~ Rs 800 cr including interest and filed claim for ~ Rs 3,500 crore, the recovery of which is sufficient to repay entire loan outstanding loan and the default made by the Company which the Lenders have taken note in the resolution plan.

Considering the above progress in implementation of a sustainable resolution plan together with positive future growth outlook, and expected realisation of various contingent assets in the form of arbitration awards and claims, the management is confident of improving the overall financials of the Company.

Dividend

No dividend for the year under review has been recommended by the Board in order to conserve the resources for its optimal deployment and therefore all the internal accruals have been redeployed into the business in order to achieve efficient execution of the ongoing projects of the Company

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits in the profit and loss account.

Deposits

Your Company has not accepted any Deposit from the Public in terms of the provisions of Section 73 of the Companies Act, 2013 read along with the Companies (Acceptance of Deposits) Rules, 2014 including any amendment thereto and as such there is no amount of principal or interest was outstanding as on 31st March 2022.

Share Capital

During the year under review Company has converted part of an existing loan of the Promoter/Promoter group into Equity Shares and 0% Compulsorily Convertible preferential Shares (CCPS) on preferential basis.

The Company has allotted 2,775,000 Equity Shares of Rs. 2/- each fully paid-up at an issue price of Rs. 50/- each (including a premium of Rs.48/- each)aggregating to Rs. 1,387.50 Lakh. Company further allotted 3,404,930 0% Compulsorily Convertible Preference Shares (CCPS) having a face value of Rs. 100/- each at par aggregating to Rs. 3,404.93 Lakh. Each CCPS shall be converted into 2 Equity Shares of face value of Rs. 2/- each at the conversion price of Rs. 50/- including premium of Rs. 48/- per share in one or more tranches.

Further, Company also increased the Authorised Preference Share Capital of the Company from Rs. 100,000,000/- (Rupees Ten Crores Only) divided into 10,00,000 (Ten Lakh) preference shares of Rs. 100/- (Rupees One Hundred Only) each to Rs.

750.000. 000/- (Rupees Seventy Five Crores Only) divided into

75.00. 000 (Seventy Five Lakh) preference shares of Rs. 100/- (Rupees One Hundred Only) each by creation of additional

65.00. 000 (Sixty Five Lakh) preference shares of Rs. 100/- (Rupees One Hundred Only) each.

Accordingly, the Authorised Capital of the Company is Rs.

1,150,000,000/- (Rupees One Hundred and Fifteen Crore only) divided into 200,000,000 - Equity Shares of Rs. 2/- each and 7,500,000 Preference Shares of Rs. 100/- each.

As on 31st March, 2022, the revised Equity Share Capital of the Company is Rs. 788.50 Lakh divided into 39,425,276 Equity Shares of Rs. 2/- each and Preference Share Capital of the Company is 3,404.93 Lakh divided into 3,404,930 0% Compulsorily Convertible Preference Shares (CCPS) of Rs. 100/- each.

Subsidiary Companies/ Joint venture Companies / Associate Companies

As on 31st March 2022, the Company had 10 direct and indirect Subsidiaries including 3 Wholly Owned Subsidiaries, 5 Joint Ventures (JVs), 9 Joint Control Operations (JCOs) and 7 Associates. M/s Sanmati Infra Developers (P) Ltd. has been converted from Associates to Subsidiary and M/s Pondicherry Special Economic Zone Company Ltd. has been inserted as Subsidiary during the year under review.

Further, M/s Subhash Kabini Power Corporation Ltd (SKPCL); M/s Awa Power Company Pvt. Ltd., M/s Iqu Power Company Pvt. Ltd and M/s Neogal Power Company Pvt. Ltd. ceased to be an Associate of the Company due to dilution in their Shareholding w.e.f 25th March, 2022. The aforesaid Companies requested SPML for further investment to mitigate their working capital and other financial requirements. However, as your Company is under financial stress for last few years and the cash flows are tight and the Company has approached its Lenders for restructuring the debts of the Company, which is yet to be implemented, and accordingly the Board of Directors at their meeting held on 12th August, 2021 has allowed the aforesaid Companies to raise funds from other sources, including fresh equity infusion from either your existing shareholders and/ or any new strategic / financial investor. Accordingly, the Shareholding of your Company in SKPCL diluted and aforesaid Companies ceased to be an Associate of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read along with the Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the performance and financial position of each of the Subsidiaries/ Associates/ Joint Ventures in the prescribed Form AOC-1 has been prepared and is forming the part of the Financial Statements of the Company.

In compliance with the provisions of Section 136 of the Companies Act 2013, a copy of the Financial Statement consisting of the Standalone as well as the Consolidated, along with all relevant Annexures, Auditors Report, Directors Report are available on the website of the Company and will also be available for in electronic mode during working hours till the Annual General Meeting of the Company.

The Policy for determining the "Material Subsidiaries" in terms of applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, may be accessed on the Companys website at www.spml.co.in.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 152 (6) of the Companies Act 2013 & the Rules framed thereunder and the applicable provisions of the Articles of Association of the Company Mr. Sushil Kumar Sethi (DIN No.:0062927), Whole Time Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

During the year under review Mr. Sushil Kumar Sethi resigned from the post of Managing Director owing to his age, health and his responsibility towards the society and family. However, he expressed his desire to continue as a Non-Executive Director of the Company. Accordingly, Board at its meeting held on 06th April, 2021 re-designated Mr. Sushil Kumar Sethi from Managing Director to Non-Executive Director and Vice Chairman of the Company.

To comply with the provision of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of your Company on the recommendation of Nomination and Remuneration Committee appointed Mr. Tirudaimarudhur Srivastan Sivashankar and Mr. Charan Singh as an Additional Independent Director of the Company w.e.f 08th June, 2021 and 07th July, 2021 respectively for a term of 5 consecutive years on which Shareholder accorded their approval at the Annual General Meeting held on 29th September, 2021.

Further, Mr. Dinesh Kumar Goyal Independent Director of the Company resigns from the Company w.e.f. 01st July, 2021 due to his pre-occupation. The Board records their sincere appreciation for the service rendered by Mr. Goyal during his tenure in the Company.

Further, all the Directors seeking re-appointment in the ensuing Annual General Meeting have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The brief details of all the aforesaid Directors seeking reappointment at the ensuing Annual General Meeting is furnished in the explanatory statement to the notice calling the Annual General Meeting.

As on 31st March, 2022 Mr. Subhash Chand Sethi Whole-time Director, Mr. Manoj Digga, CFO and Mrs. Swati Agarwal, Company Secretary continue to be the Key Managerial Personnel (KMP) of the Company in accordance with the provisions of Section(s) 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Board Diversity

Your Company understands and believes that a well diverse Board enhances the quality of decisions by utilizing different skills, qualifications, professional experience, ethnicity and other distinguished quality of the individual Board members. Company believes that Board diversification is necessary for effective corporate governance, driving business results, sustainable and balanced development and to monitor the effectiveness of the companys practices. In order to achieve the aforesaid your Board has well experienced and expertise combination of industry knowledge which is in the best interest of the Company.

Pursuant to the Regulation 19(4) & 20(4) and Part D of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of the Company has adopted a Policy on diversity of Board of Directors. The said policy is available on the website of the company at www.spml.co.in.

Board Evaluation

In terms of the Regulation 19(4) & 20(4) and Part D of Schedule II of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 and as per Companies Act, 2013 the Board is required evaluate its own performance along with the performance of the Committee and the individual director. The Board Evaluation Framework is conducted annually for all the Board Members on various factors viz Relationship with Stakeholders, Companys performance, decision making, information flow etc. The Board evaluation is conducted through questionnaire having qualitative parameters and feedback based on rating.

Familiarization Program for Independent Directors

In Compliance with Regulation 25(7) of the SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, the company has put in place the familiarization program for the Independent directors to familiarize them with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the company, roles rights and their responsibilities and any other relevant matters if any through various programs. The Policy on Familiarization programs for independent directors adopted by the Board is also available on the companys website at www.spml.co.in.

Meeting of the Board of Directors

During the year under review, the Board met ten (10) times, the details of the Meetings of the Board held during the financial year 2021-22 are given under the section Corporate Governance Report which forms the part of this report.

Meeting of Independent Directors

Pursuant to the requirements of Schedule IV of the Companies Act, 2013 and as in terms of Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the separate meeting of the Independent Directors of the Company has been convened on 29th March, 2022 to review the matters as laid down in the aforesaid Schedule and Regulations.

Declaration by Independent Director

In terms of Section 149(7) of the Companies Act, 2013, your Company has received the requisite declaration from each of

the Independent Directors of the Company specifying that he/ she meets the criteria as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing of Obligations and Disclosure Requirements) Regulations, 2015.

Directors Responsibility Statements

In terms of the provision of Section 134(5) of the Companies Act, 2013, your Directors hereby confirm:

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) that proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e) that proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internal financial controls are adequate and were operating effectively.

Extract of the Annual Return

In accordance with Section 92 (3) of the Companies Act, 2013 read along with Rule 12 (1) of the Company (Management & Administration) Rules, 2014 including any amendment thereto, an extract of the Annual Return in the prescribed format for the Financial Year ended 31st March, 2022 is available on the website of the Company at https://www.spml.co.in/Investors/CorporateAnnouncements

Statutory Auditors and their Report

At the Annual General Meeting held on 29th September, 2017, M/s Maheshwari & Associates, Chartered Accountants (FRN No. 311008E), Kolkata were appointed as Statutory Auditor of the Company for a term of five years to hold office from the conclusion of 36th Annual General Meeting till the conclusion of the 41stAnnual General Meeting of the Company to be held in the Calendar Year 2022. Maheshwari would be completing its first term of five years at the conclusion of the ensuing Annual General Meeting.

The Board of Directors, at its meeting held on August 11, 2022, based on the recommendation of the Audit Committee, approved

the re-appointment of M/s Maheshwari & Associates for the second term of five years to hold office from the conclusion of the 41st AGM till the conclusion of the 46th AGM to be held in the year 2027, Subject to the approval of Shareholders in the ensuing Annual General Meeting.

The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The Auditors Report(s) to the Members of the Company in respect of the Standalone Financial Statements and the Consolidated Financial Statements for the Financial Year ended March 31, 2022 are self-explanatory and the qualification or observations of the Auditors have been suitably addressed in Note No. 16.8 and 42 to 43 of the notes forming part of the standalone financials and Note No 17.11 and 42 to 43 of the notes forming part of the consolidated financials and therefore do not call for any further comments.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of your company had appointed Mr. Tumul Maheshwari Proprietor of M/s MT & Co., (erstwhile PTM & Co.,) Company Secretary in Practice as Secretarial Auditor to conduct the secretarial audit for the financial year ended on 31st March, 2022.

The Secretarial Audit Report for the Financial Year ended 31st March, 2022 in Form MR-3 is annexed to the Directors Report - Annexure - 1 and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report. However, there are

Cost Auditors

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit), Rules, 2014 the Company is required to get its cost record audited by a cost accountants in whole time practice. In this regard the Board of Directors, on the recommendation of the Audit Committee, has appointed M/s Deepak Mittal & Co., Cost Accountants as the Cost Auditor of the Company for Financial Year 2022-23.

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration as recommended by the Board shall be ratified by the Members. Accordingly, requisite resolution seeking ratification of remuneration payable to the Cost Auditors for the Financial Year 2022-23 is forming part of the notice convening the ensuing Annual General Meeting.

Related Parties Transactions

As a part of its philosophy of adhering to the highest ethical standards, transparency and accountability, your Company has historically adopted the practice of undertaking related party transaction in ordinary course of business and on arms length basis. In line with the Companies Act, 2013 and Listing

Regulations, the Board has approved the policy on related party transaction and the same is placed on the website of the Company.

All the related party transactions are placed on quarterly basis before the Audit Committee and Board for their approval. Prior Omnibus approval also obtained from the Audit Committee and Board for the transactions which are repetitive in nature and entered in the ordinary course of business and at arms length basis.

During the year under review, Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013. Also, there were no material related party contracts entered into by the Company. However, the nil disclosure of related party transactions as required in Form AOC-2 is form part of this report and annexed as Annexure-2.

Corporate Social Responsibility

During the year under review the Company has reconstituted the Corporate Social Responsibility Committee comprising of Mr. Sushil Kumar Sethi, Non-Executive Director as the Chairman of the Committee, Mr. Prem Singh Rana Independent Director and Mr. Charan Singh Independent Director of the Company as the Member of the Committee. The CSR Policy framework is available on Companys website at www.spml.co.in.

The Company has negative average net profit of three immediately preceding financial year as per the provision for calculation of CSR, therefore the Company was not required to spend any amount towards corporate social responsibility during the financial year 2021-22.

The Annual Report on CSR containing particulars specified in Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure - 3 to this report.

Further, during the year under review your Company has observed that the CSR amount of Rs. 88.80 Lakh for the Financial Year 2020-21 was inadvertently calculated. The actual amount was required to be spend by the Company in the financial year 2020-21 was Rs. 6.16 lakh which was wrongly calculated as Rs. 88.80 lakh.. However, your Company needs to spend Rs 210.71 Lakh out of the CSR due for the previous financial years which was not able to make because of the default made by the Company with the Lenders due to financial constrain beyond the control of the Company. However, Company shall explore the opportunity to spend during the current financial year.

Committee of the Board

Your Company has the following Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Finance Committee, CSR Committee and Banking & Finance Committee. The details pertaining to such Committees are provided in the Corporate Governance Report, forming part of this report.

Internal Financial Control Systems and their Adequacy

The Board of your Company has laid down internal financial Controls to be followed by the Company and that such controls are adequate and operating effectively. Such Systems are inherent in the Company and are working effectively and efficiently. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosure.

Vigil Mechanism

In line with the requirement under Section 177(9) & (10) of the Companies Act, 2013, read with the Companies (Meeting of the Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism, to provide a formal mechanism to the directors and employees to report any fraudulent financial or other information any unethical behavior, actual or suspected fraud or violation of the companys code of conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. The functioning of the vigil mechanism is reviewed by the Audit Committee. It is hereby affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy is available at Companys website at www.spml.co.in.

Risk Management

The Board of your Company has framed a policy on Risk Management which provides for identification, assessment and control of risks that in the opinion of the Board may threaten the existence of the Company. The Management review, monitors, identifies and controls risks through a properly defined framework in terms of the Risk Management Policy.

Particulars of Investments, Loans, Guarantees given or Securities Provided

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Securities and exchange Board of India (Listing Obligations and disclosures Requirements) Regulations, 2015, disclosure on particulars relating to Investments, Loans, Guarantees and Securities are forming part of the Annual Report.

The Company has made the necessary impairment of Investment and Loan given to various Companies based on the need and requirement of the Indian Accounting Standard (IND AS)

Policy on Director?s Appointment and Remuneration

The policy of the Company on Directors Appointment and Remuneration including qualification, positive attributes and independence of a Directors, Key Managerial Personnel, Senior

Management Personnel and their remuneration and other matters as required under Section 178(3) of the Companies Act, 2013 is available on our website at www.spml.co.in

We further affirm that the remuneration paid to the directors is as per the terms laid down in the Nomination and Remuneration Policy.

Material Changes and Commitments

During the year under review there have been no other material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company as on 31st March 2022 and the date of this report.

Significant and Material Orders impacting Operations of Company in Future

There are no significant or material orders that have been passed by any Regulators/Court or Tribunals impacting the going concern status and future operations of your company.

Investor Education and Protection Fund (IEPF)

Pursuant to Provisions of Section 124 of the Companies Act 2013 read with Rule 6 of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, all unpaid or unclaimed dividends, which remains unpaid or unclaimed for a period of seven years are required to be transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Central Government.

Further, the Company is also required to transfer all the shares in respect of which dividend has not been paid or claimed for Seven (7) consecutive years or more to the Demat Account created by the IEPF Authority. However, in case if any dividend is paid or claimed for any year during the said period of Seven (7) consecutive years, the shares in respect of which dividend is paid so paid or claimed shall not be transferred to demat account of IEPF.

In compliance with the aforesaid provisions the Company has transferred the unclaimed and unpaid dividends and corresponding shares to IEPF. The details of the unclaimed / unpaid dividend during the last seven (7) years and also the details of the unclaimed shares transferred to IEPF are available on the website of the Company at www.spml.co.in

Secretarial Standards

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Reporting of Frauds

There have been no instances of fraud reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder either to the Company or to the Central Government.

Management Discussion and Analysis

In terms of the Regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Report on Management Discussion and Analysis forms part of the Annual Report.

Corporate Governance Report

Pursuant to Listing Regulations and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance has incorporated in the Annual Report.

A certificate from the auditors of the company regarding compliance with the conditions of Corporate Governance also forms part of the Annual Report.

Employees Relations

During the year under review the relations with the employees has been cordial. Your directors place on record their sincere appreciation for services rendered by the employees of the Company.

Protection of Women at Workplace

SPML strives to provide a safe working environment to woman employees to avoid any gender discrimination. Therefore, the Company has formulated a Policy on Prevention of Sexual Harassment at work place in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at work place. Pursuant to the said act the Company has constituted the Internal Complaint Committee for Prevention of Sexual Harassment (ICC) of all women employees whether they are permanent, temporary or contractual. The said policy also covered the women service provider or women who visit any office premises of the Company. In order to raise awareness among the employees the aforesaid policy has been widely circulated to all the employees of the Company.

During the year under review, no case of sexual harassment was reported.

Particulars of Employees

Disclosures required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Statement containing the name of top ten employee of the Company in terms of the receipt of the remuneration of Rs.102 lakhs if employed throughout the year and receipt of Rs. 8.50 lakhs if employed for a part of the financial year in terms of Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure- 4 to this report.

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

The Particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rule, 2014 pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo conservation of energy are attached as Annexure - 5 and form part of this report.

One Time Settlement

During the year under review, the Company has entered into one time settlement with Yes bank Ltd. and settled their dues as full and final and all the shares as pledged under Yes Bank has been released. The aforesaid Bank is no longer under the Consortium of Lenders.

Further, as on the date of this report Company also entered into One Time Settlement with IFCI Ltd primarily through the sale proceeds of the property exclusively charged to them. Company has no outstanding with IFCI Ltd. as on the date of the report.

Insolvency and Bankruptcy Code, 2016

Company has not made any application or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

Acknowledgement

Your Directors take this opportunity to thank and express their sincere appreciation for the valuable cooperation and support received from the Companys Bankers, Financial Institutions, Central and State Government Authorities, Joint Venture Partners, Clients, Consultants, Suppliers, Shareholders, employees and other stakeholders of the Company.

Further, the director value the contribution made by every member of the SPML family.

On behalf of the Board
Place: Kolkata Subhash Chand Sethi
Date: 11th August, 2022 Chairman