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SPML Infra Ltd.

BSE: 500402 Sector: Infrastructure
NSE: SPMLINFRA ISIN Code: INE937A01023
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VOLUME 22347
52-Week high 75.40
52-Week low 9.85
P/E 17.09
Mkt Cap.(Rs cr) 171
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 40.00
CLOSE 38.10
VOLUME 22347
52-Week high 75.40
52-Week low 9.85
P/E 17.09
Mkt Cap.(Rs cr) 171
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SPML Infra Ltd. (SPMLINFRA) - Director Report

Company director report

Dear Shareholders

The Board of Directors of your Company is pleased to submit their 40th Annual Report onthe operations and performance of the Company along with the audited financial statementsfor the year ended March 31 2021.

Financial Results:

The brief summary of the financial performance of the Company for the year under reviewalong with the comparative figures for the previous year is summarized herein below:

Rs. In Lakhs
PARTICULARS

Standalone

Consolidated

2020-21 2019-20 2020-21 2019-20
Revenue from Operations 61 539.17 82424.28 68285.34 170647.73
Other Income 4319.15 10118.43 6377.41 10866.24
Total Income 65858.32 92542.71 74662.75 181513.97
Total Expenses 66497.46 92766.65 75771.23 179448.37
Earnings before Interest depreciation tax and amortization (EBIDTA) 6744.37 14993.65 6142.55 18876.08
Less:- Finance Cost 6840.53 14655.45 6695.13 15692.41
Less:- Depreciation 542.98 562.13 555.90 1118.07
Profit/ (Loss) before tax from continuing operations (639.14) (223.93) (1108.48) 2065.60
Tax Expenses of Continuing Operations
Less: - Current tax - 259.15 5.95 553.53
Less: - Deferred Tax (598.18) (342.66) (458.68) 899.70
Earning before share of profit/ (loss) of associate and joint venture with continuing operations - - (655.75) 612.37
Share of profit/(loss) of Associates & Joint Ventures - - (443.48) (388.82)
Minorities share of profity(loss) - - (54.98) (53.36)
Profit/ (Loss) after tax from continuing operations (40.96) (140.43) (1044.25) 276.91
Profit/ (Loss) before tax from discontinued operations (10676.46) 382.22 (10676.46) 382.22
Tax Expenses of discontinued Operations
Less: - Current tax - - - -
Less: - Deferred Tax - - - -
Profit/ (Loss) after tax from discontinued operations (10676.46) 382.22 (10676.46) 382.22
Earning Before Tax (EBT) (11315.60) 158.29 (12173.44) 2112.36
Tax Expenses
Less: - Current tax - 259.15 5.95 553.53
Less: - Deferred Tax (598.18) (342.66) (458.68) 899.70
Profit After Tax (10717.42) 241.80 (11720.71) 659.13
Other Comprehensive Income for the Year (Net of Taxes) (530.21) 458.01 (509.22) 449.97
Total Comprehensive Income for the year (11247.63) 699.81 (12229.93) 1109.10
Earnings per share (in ') - Basic and Diluted (Nominal value Rs.2 Per Share) (29.24) 0.66 (31.98) 1.80

Financial Performance

On Standalone basis the Operating Revenue of your Company for the financial year endedMarch 31 2021 stood at Rs.61539.17 Lakh as compared to Rs.82424.28 Lakh in the previousyear. The Net Loss for the year is Rs.10717.42 Lakh over the previous year Net Profit ofRs.241.80 Lakh. Profit of the Company mainly impacted due to ongoing pandemic.

On Consolidated basis the Operating Revenue of your Company for the financial yearended March 31 2021 stood at Rs.68285.34 Lakh as compared to Rs.170647.73 Lakh in theprevious year. The Consolidated Net Loss in Financial Year 2020-21 is Rs.11720.71 Lakhover the previous year Net Profit of Rs.659.13 Lakh.

State of Company's Affairs

SPML Infra Ltd. is India's leading Public Listed Infrastructure Development Companywith over four decades of experience in the public and private sectors. The Company hasexecuted and commissioned over 600 large and medium infrastructure projects across Indiaand created significant value for the country thus touching lives of millions of peoplewith provision of drinking water facilities wastewater treatment integrated seweragenetwork better municipal waste management power transmission & distribution andlighting up homes. The Company features among the World's Top 50 Private Water Companiesand amongst India's 50 Best Real Estate & Infrastructure Companies. The Companyoperates on engineering procurement construction (EPC) segment and as on date there isno change in the nature of business being undertaken by the Company.

The key highlights of the performance of the Company during the Financial Year 2020-21are summarized herein below:

> The Hon'ble Prime Minister of India has laid the foundation stone of water supplyprojects in Manipur being executed by the Company. The water supply projects envisage toprovide freshwater household tap connections (FHTCs) to the households in Greater Imphalplanning area for 1731 rural habitations covering around 300000 households in all 16districts of Manipur.

> Shri N. Biren Singh Hon'ble Chief Minister of Manipur has inaugurated watersupply projects in Imphal under the Churachandpur Water Supply Distribution Networkexecuted by the Company that envisage providing tap water to around 300000 population in73014 households in Manipur.

> The Company received an order worth Rs.246 Crore for integrated water supplyproject for Imphal Planning Area Phase-III under the Manipur Water Supply Project fromPublic Health Engineering Department Government of Manipur for implementation of onepackage.

> The Company has secured an arbitration award of Rs.236.43 Crore against theNational Thermal Power Corporation (NTPC) for Bongaigaon Thermal Power Plant project inthe State of Assam. The same has been challenged by NTPC at the Hon'ble Delhi High Courtand the final outcome is awaited.

> Executing a power augmentation project under Deen Dayal Upadhyaya Gram Jyoti Yojnafor Rural Electricity Infrastructure Development for Agriculture Feeder Segregation worksin Murshidabad district of West Bengal.

> The Company also received Skoch Awards 2020 - Order of Merit Certificate forKanpur Sewerage System.

Business Disruption

The World Health Organisation (WHO) declared a ‘Pandemic' to the Covid-19 disease.The pandemic has hit the economy business and people around the world and has resulted inmany restrictions including nationwide lockdown thereby greatly hampering businesses andday to day functioning of Companies. This pandemic has given rise to a new way of doingbusiness.

In enforcing social distancing and to comply with the direction issued by theGovernment of India the Company's Project sites remained closed from March 23 2020 dueto lockdown and partially opened w.e.f. May 04 2020 adhering to the safety normsprescribed by the Government of India. The Company is taking utmost care of its staff andwork force as per the guidelines like sanitization social distancing mandatory maskwearing thermal checking at the gate maintaining proper hygiene and regular disinfectingof the offices and work stations. Supply chain which got disturbed due to lockdown havebeen monitored to ensure availability of material at project sites under strict guidelinesand following all required SOPs.

The on-going Covid-19 disruptions has hit us hard and disrupted regular businessoperations of the Company as the labour force got immobilized at sites due to lockdownbecause in the interruption in the project activities supply chain disruption humanresource availability constraints etc. The business operations have recommenced on a lowerscale post relaxation of lockdown as compared to pre-pandemic event.

Debt Resolution

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

Considering the financial stress in your Company the Lenders restructured the debts ofthe Company in 2017 under the Reserve Bank of India's guidelines. However the Companycould not come out of financial stress and the mismatch in the cash flows was furtherwidened with the non-release of sanctioned working capital credit facilities includingBank Guarantee limits alongwith levy of excess margin & charges by some of theLenders 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 itsdebts or meet the payment obligations to the Lenders. Hence the accounts of the Companywith the Banks have been classified as sub - standard.

However your company is in the process of formulating a resolution plan with Lenderswhich is at an advanced stage of discussions after protracted negotiations and completionof various processes (‘resolution plan'). Considering the above progress inimplementation of a sustainable resolution plan together with positive future growthoutlook the management is confident of improving the overall financials of the Company.Your company's financials are further likely to improve with expected realization ofvarious contingent assets in the form of arbitration awards and claims which have beenconsidered as part of the resolution plan.

Dividend

During the year under review your Company has incurred heavy loss and also facedfinancial stress and liquidity crunch. Hence Your Company has not recommended anydividend for the financial year 2020-21.

Transfer to Reserves

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

Deposits

Your Company has not accepted any Deposit from the Public in terms of the provisions ofSection 73 of the Companies Act 2013 read along with the Companies (Acceptance ofDeposits) Rules 2014 including any amendment thereto and as such there is no amount ofprincipal or interest was outstanding as on March 31 2021.

Subsidiary Companies/ Joint venture Companies/ Associate Companies

As on March 31 2021 the Company had 8 direct and indirect Subsidiaries including 3Wholly Owned Subsidiaries 5 Joint Ventures (JVs) 9 Joint Control Operations (JCOs) and11 Associates.

During the year under review M/s. Mizoram Infrastructure Development Company Ltd. hasapplied for Striking off the name of the Company from the Registrar of Companiestherefore it ceased to be Subsidiary of the Company.

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

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

The Policy for determining the "Material Subsidiaries" in terms of applicableprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 may be accessed on the Company's 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 Rulesframed thereunder and the applicable provisions of the Articles of Association of theCompany Mr. Subhash Chand Sethi (DIN No.:00464390) Whole Time Director of the Company isliable to retire by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for reappointment.

To comply with the provision of Section 149 of the Companies Act 2013 and Regulation17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardof your Company appointed Mr. Tirudaimarudhur Srivastan Sivashankar and Mr. Charan Singhas an Additional Independent Director of the Company w.e.f 08th June 2021 and July 072021 respectively for a term of 5 consecutive years subject to the approval ofShareholders in the ensuing Annual General Meeting. Resolutions seeking shareholders'approval for appointment of Mr. Tirudaimarudhur Srivastan Sivashankar and Mr. Charan Singhas Independent Director forms part of the Notice of the ensuing Annual General Meeting.

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

The brief details of all the aforesaid Directors seeking appointment/re-appointment atthe ensuing Annual General Meeting is furnished in the explanatory statement to the noticecalling the Annual General Meeting.

During the year under review Mr. Laxmi Narayan Mandhana CFO and Company Secretary ofthe Company resigned from the post of CFO and Company Secretary w.e.f. September 15 2020and November 16 2020 respectively. The Board places its sincere appreciation for theservice rendered by him during his tenure as CFO and Company Secretary of the Company.

Pursuant to the provisions of Section 203 of the Companies Act 2013 and the provisionsof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and tofill the vacancy caused due to resignation of Mr. Laxmi Narayan Mandhana as CFO andCompany Secretary of the Company Mr. Manoj Kumar Digga appointed as the CFO and Mrs.Swati Agarwal appointed as the Company Secretary of the Company w.e.f. September 15 2020and November 17 2020 respectively.

As on March 31 2021 Mr. Sushil Kumar Sethi Managing Director and Mr. Subhash ChandSethi Whole-time Director Mr. Manoj Kumar Digga CFO and Mrs. Swati Agarwal CompanySecretary continue to be the Key Managerial Personnel (KMP) of the Company in accordancewith the provisions of Section(s) 2(51) and Section 203 of the Companies Act 2013 readwith 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 ofdecisions by utilizing different skills qualifications professional experienceethnicity and other distinguished quality of the individual Board members. Companybelieves that Board diversification is necessary for effective corporate governancedriving business results sustainable and balanced development and to monitor theeffectiveness of the company's practices. In order to achieve the aforesaid your Board haswell experienced and expertise combination of industry knowledge which is in the bestinterest of the Company.

Pursuant to the Regulation 19(4) & 20(4) and Part D of Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of the Company hasadopted a Policy on diversity of Board of Directors. The said policy is available on thewebsite 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 CompaniesAct 2013 the Board is required evaluate its own performance along with the performance ofthe Committee and the individual director. The Board Evaluation Framework is conductedannually for all the Board Members on various factors viz Relationship with StakeholdersCompany's performance decision making information flow etc. The Board evaluation isconducted 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 disclosureRequirements) Regulations 2015 the company has put in place the familiarization programfor the Independent directors to familiarize them with their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the company roles rights and their responsibilities and any otherrelevant matters if any through various programs. The Policy on Familiarization programsfor independent directors adopted by the Board is also available on the company's websiteat www. spml.co.in

Meeting of the Board of Directors

During the year under review the Board met five (5) times the details of the Meetingsof the Board held during the financial year 2020-21 are given under the section CorporateGovernance 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 termsof Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the separate meeting of the Independent Directors of the Company hasbeen convened on March 31 2021 to review the matters as laid down in the aforesaidSchedule and Regulations.

Declaration by Independent Director

In terms of Section 149(7) of the Companies Act 2013 your Company has received therequisite declaration from each of the Independent Directors of the Company specifyingthat he/ she meets the criteria as laid down in Section 149(6) of the Companies Act 2013and 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 Directorshereby confirm:

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

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

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 lawsand that such systems were adequate and operating effectively; and

f) that proper internal financial controls were laid down and that such internalfinancial 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 amendmentthereto an extract of the Annual Return in the prescribed format for the Financial Yearended March 31 2021 is available on the website of the Company athttps://www.spml.co.in/Investors/ CorporateAnnouncements

Statutory Auditors and their Report

At the Annual General Meeting held on September 29 2017 M/s Maheshwari &Associates Chartered Accountants (FRN No. 311008E) Kolkata were appointed as StatutoryAuditor of the Company for a term of five years to hold office from the conclusion of 36thAnnual General Meeting till the conclusion of the 41stAnnual General Meeting of theCompany to be held in the Calendar Year 2022. The Auditor's have confirmed that they arenot disqualified from continuing as the Auditors of the Company.

The Auditors' Report(s) to the Members of the Company in respect of the StandaloneFinancial Statements and the Consolidated Financial Statements for the Financial Yearended March 31 2021 are self-explanatory and the qualification or observations of theAuditors have been suitably addressed in Note No. 4243 and 49 of the notes forming partof the standalone financials and Note No 4654 to 55 of the notes forming part of theconsolidated 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 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard 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 conductthe secretarial audit for the financial year ended on March 31 2022.

The Secretarial Audit Report for the Financial Year ended March 31 2021 in Form MR-3is annexed to the Directors Report-Annexure-1 and forms part of this Report. There are noqualifications reservations or adverse remarks made by the Secretarial Auditor in hisreport.

Cost Auditors

In terms of the provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the Company is required to get its costrecord audited by a cost accountants in whole time practice. In this regard the Board ofDirectors 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 2021-22.

In terms of the provisions of Section 148(3) of the Companies Act 2013 read with Rule14(a)(ii) of the Companies (Audit and Auditors) Rules 2014 the remuneration asrecommended by the Board shall be ratified by the Members. Accordingly requisiteresolution seeking ratification of remuneration payable to the Cost Auditors for theFinancial Year 2021-22 is forming part of the notice convening the ensuing Annual GeneralMeeting.

Related Parties Transactions

As a part of its philosophy of adhering to the highest ethical standards transparencyand accountability your Company

has historically adopted the practice of undertaking related party transaction inordinary course of business and on arm's length basis. In line with the Companies Act2013 and Listing Regulations the Board has approved the policy on related partytransaction and the same is placed on the website of the Company.

All the related party transactions are placed on quarterly basis before the AuditCommittee and Board for their approval. Prior Omnibus approval also obtained from theAudit Committee and Board for the transactions which are repetitive in nature.

The particulars of all contracts or arrangements with related parties referred inSection 188(1) of the Companies Act 2013 in Form AOC-2 is annexed as Annexure—2 tothis report.

Corporate Social Responsibility

Apart from achieving its business goals your company is committed towards CorporateSocial Responsibility and sustainability initiatives and practices in the society in whichit operates and achieves growth in a socially responsible way. The vision of your Companyis to grow the business whilst reducing the environmental impact of our operations andincreasing positive social impact.

As part of its initiatives under "Corporate Social Responsibility" (CSR) thecompany is promoting health care and education by making contributions to the registeredtrusts that are imparting education and improving health care to the society. The AnnualReport on CSR is annexed as Annexure - 3 to this report. The Policy as adopted by theCompany for the Corporate Social Responsibility is available at the website of the Companyat www.spml.co.in

Committee of the Board

Your Company has the following Committees: Audit Committee Nomination and RemunerationCommittee Stakeholder Relationship Committee Finance Committee CSR Committee andCommittee of Directors. The details pertaining to such Committees are provided in theCorporate 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 bythe Company and that such controls are adequate and operating effectively. Such Systemsare inherent in the Company and are working effectively and efficiently. Your Company hasadopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosure.

Vigil Mechanism

In line with the requirement under Section 177(9) & (10) of the Companies Act2013 read with the Companies (Meeting of the Board and its Powers) Rules 2014 andRegulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 your Company has adopted a Whistle Blower Policy establishing Vigil Mechanism toprovide a formal mechanism to the directors and employees to report any fraudulentfinancial or other information any unethical behavior actual or suspected fraud orviolation of the company's code of conduct or ethics policy. The Policy provides foradequate safeguards against victimization of employees who avail of the mechanism and alsoprovide for direct access to the Chairman of the Audit Committee. The functioning of thevigil mechanism is reviewed by the Audit Committee. It is hereby affirmed that nopersonnel of the Company has been denied access to the Audit Committee. The Whistle BlowerPolicy is available at Company's website at www.spml.co.in.

Risk Management

The Board of your Company has framed a policy on Risk Management which provides foridentification assessment and control of risks that in the opinion of the Board maythreaten the existence of the Company. The Management reviews monitors identifies andcontrols risks through a properly defined framework in terms of the Risk ManagementPolicy.

Particulars of Investments Loans Guarantees given or Securities Provided

Pursuant to Section 186 of the Companies Act 2013 and Schedule V of the Securities andexchange Board of India (Listing Obligations and disclosures Requirements) Regulations2015 disclosure on particulars relating to Investments Loans Guarantees and Securitiesare forming part of the Annual Report.

The Company has made the necessary impairment of Investment and Loan given to variousCompanies 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 Director's Appointment and Remuneration includingqualification positive attributes and independence of a Directors Key ManagerialPersonnel Senior Management Personnel and their remuneration and other matters asrequired under Section 178(3) of the Companies Act 2013 is available on our website atwww.spml.co.in

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

Material Changes and Commitments

During the year under review operations of the Trading Segment of your company hadvirtually ceased since January 2020 onwards primarily to focus on its core activity i.einfrastructure development. The management was continuously assessing the realisability ofthe non-moving debtors/ advances to creditors of the segment due to the impact ofCOVID-19. Accordingly the Board of Directors of your Company at its meeting held on

February 12 2021 accorded it's consent towards closure of the Trading Segment of theCompany w.e.f the financial year ended March 31 2021.Consequentially during the quarterended March 31 2021 in respect of the Trading segment the Company has written off allthe balances appearing in the books of account (non-moving debtors and creditors) ofRs.10676.46 Lakhs. The Company is now operating in a single segment viz. EPC.

Other than cited above there have been no other material changes and commitmentsaffecting the financial position of the Company which occurred between the end of theFinancial Year of the Company as on March 31 2021 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 anyRegulators/Court or Tribunals impacting the going concern status and future operations ofyour company.

Investor Education and Protection Fund (IEPF)

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

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

In compliance with the aforesaid provisions the Company has transferred the unclaimedand unpaid dividends and corresponding shares to IEPF. The details of the unclaimed/unpaiddividend during the last seven (7) years and also the details of the unclaimed sharestransferred 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 Instituteof Company Secretaries of India.

Reporting of Frauds

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

Management Discussion and Analysis

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

Corporate Governance Report

Pursuant to Listing Regulations and Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section titled ‘CorporateGovernance' has incorporated in the Annual Report.

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

Employees Relations

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

Protection of Women at Workplace

SPML strives to provide a safe working environment to woman employees to avoid anygender discrimination. Therefore the Company has formulated a Policy on Prevention ofSexual Harassment at work place in terms of the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013. The objective ofthe 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 forPrevention of Sexual Harassment (ICC) of all women employees whether they are permanenttemporary or contractual. The said policy also covered the women service provider or womenwho visit any office premises of the Company. In order to raise awareness among theemployees the aforesaid policy has been widely circulated to all the employees of theCompany.

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 withRule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Statementcontaining the name of top ten employee of the Company in terms of the receipt of theremuneration of Rs.102 Lakhs if employed throughout the year and receipt of Rs.8.50 Lakhsif 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 asAnnexure- 4 to this report.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and OutgoConservation of Energy

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

Insolvency and Bankruptcy Code 2016

During the year under review no application made/no proceeding pending against theCompany under the Insolvency and Bankruptcy Code 2016.

One Time Settlement

During the year under review the Company has not entered in any one time settlementwith any of the Banks/Financial Institutions and therefore the relevant disclosures arenot applicable to the Company.

Acknowledgement

Your Directors take this opportunity to thank and express their sincere appreciationfor the valuable cooperation and support received from the Company's Bankers FinancialInstitutions Central and State Government Authorities Joint Venture Partners ClientsConsultants 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: 12th August 2021 Chairman

.