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SPML Infra Ltd.

BSE: 500402 Sector: Infrastructure
NSE: SPMLINFRA ISIN Code: INE937A01023
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NSE 00:00 | 01 Apr 5.20 0.05
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VOLUME 2602
52-Week high 32.95
52-Week low 5.00
P/E 1.35
Mkt Cap.(Rs cr) 19
Buy Price 5.26
Buy Qty 898.00
Sell Price 5.51
Sell Qty 100.00
OPEN 5.26
CLOSE 5.01
VOLUME 2602
52-Week high 32.95
52-Week low 5.00
P/E 1.35
Mkt Cap.(Rs cr) 19
Buy Price 5.26
Buy Qty 898.00
Sell Price 5.51
Sell Qty 100.00

SPML Infra Ltd. (SPMLINFRA) - Director Report

Company director report

Dear Shareholders

The Board of Directors of your Company presents the 38th Annual Report of SPML InfraLimited on the operations and performance of the Company along with the audited financialstatements for the year ended 31st March 2019.

Financial Results

The brief summary of the financial performance of the Company for the Financial Yearended 31st March 2019 along with the comparative figures for the previous year issummarized herein below:

(Rs. in Lakh)
Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Revenue from Operations 143336.06 135592.55 201152.08 204947.99
Other Income 5989.50 5578.56 6511.72 6070.74
Total Income 149325.56 141171.11 207663.80 211018.73
Total Expenses 126967.51 115351.72 184293.58 183379.11
Earnings before Interest depreciation tax and amortization (EBIDTA) 22358.05 25819.39 23370.22 27639.62
Less :- Finance Cost 15252.35 19557.12 16063.53 21357.13
Less :- Depreciation 371.97 765.56 1087.76 1683.41
Earning before share of profit/(loss) of associate and joint venture exceptional items & tax 6733.74 5496.71 6218.93 4599.08
Share of profit/(loss) of Associates & Joint - - 302.67 1363.22
Ventures
Minorities share of profit/(loss) - - 63.66 (213.11)
Earning Before Tax (EBT) 6733.74 5496.71 6457.94 6175.42
Tax Expenses
Less: - Current tax 1539.36 993.19 2149.43 1262.37
Less: - Deferred Tax 232.55 191.88 335.17 (127.27)
Profit After Tax 4961.83 4311.64 3973.34 5040.31
Other Comprehensive Income for the Year (Net of Taxes) (437.47) 74.64 (423.56) 247.75
Total Comprehensive Income for the year 4524.36 4386.28 3549.78 5288.06
Earnings per share - Basic and Diluted 13.54 11.76 10.84 13.75
(Nominal value RS. 2 Per Share)

Financial Performance

Standalone

During the year under review the standalone Operating Revenue of your Company was RS.143336.06 Lakh higher by 5.71% as compared to RS. 135592.55 Lakh in the previousyear. The Net Profit for the year is RS. 4961.83 Lakh higher by 15% over the previousyear Net profit of RS. 4311.64 Lakh.

Consolidated

During the year under review the Operating Revenue of your Company stood at RS.201152.08 Lakh as compared to RS. 204947.99 Lakh in the previous year. The earningbefore exceptional item is RS. 6218.93 higher by 35% over the previous year earningsbefore exceptional item is RS. 4599.08 Lakh.

The Consolidated Net Profit during the financial year 2018-19 was RS. 3973.34 Lakhcompared to the Net Profit of RS. 5040.31 Lakh in the previous year 2017-18. The NetProfit is impacted mainly due to lower share of profits from Subsidiaries and Associatesand higher tax expense in the current year.

State of Company's Affairs

SPML is India's leading Publicly Listed Infrastructure Development Company with about 4decades of experience in the public as well as private sector that has executed &managed more than 600 projects across Pan India for Water Supply and DistributionManagement Wastewater Treatment and Reuse Power Generation Transmission &Distribution Municipal Solid Waste Management Smart City Development IT Solutions forUtilities and other Civil Infrastructure. Your Company has contributed in ruralelectrification scheme with more than 20000 village electrification across the Stateslike Karnataka Bihar Odisha Jharkhand West Bengal and Uttar Pradesh. Your Company alsoboosts up its strength in managing the project and resource process technology depthengineering and set up a new benchmark in terms of modern construction and timemanagement. Your Company operates on engineering procurement construction (EPC) segment.As on date there is no change in the nature of business being undertaken by the Company.

The brief highlights of the performance of the Company for the Financial Year 2018-19are summarized herein below:

• Commissioning of SAUNI (Saurashtra-Narmada Avataran Irrigation) Phase 2 Projectin Gujarat - value RS. 5001.48 Million.

• Commissioning of 220 kv Grid Sub Station in Ratu.

• Commissioning of Gagreen and Pokhran Water Supply Projects in Rajasthan

• Completion of rural electrification work in Bihar providing electricity to over4000 villages

• Received Arbitration Awards worth RS. 475.00 Million from Jharkhand Urja UtpadanNigam Ltd.

• Introduction of new Dashboard of Accounting Package HANA High Profile Productfrom SAP. HANA is the advance technology of SAP the present accounting package of theCompany

• Received new project orders from different Departments in various states someof the key Projects are as follows:

• from Junagarh Project Irrigation Division Gujarat order worth RS. 7238.70Million first largest single

order received by the Company for the Phase-3 of SAUNI (Saurashtra-Narmada AvataranIrrigation)

• from Ludihana Smart City order worth RS. 1036.00 Million in joint venture withShristi Infrastructure Development.

• from Public Health Engineering Department Manipur two orders worth RS. 333.00Million & RS. 223.10 Million respectively.

Awards and Recognition

During the year under review your Company has received various prestigious awards. Theyare as follows:

• Honored with "Zee Business-Dare to Dream Award 2018" as "Companyof the Year- Infrastructure". The award was honored by Zee Business jointly with SAPIndia. The award was for top Companies of India those who dared to have big dreams.

• Received Appreciation Certificate for outstanding contribution in completion ofSAUBHAGYA Scheme in Bihar. The Certificate was based for completing rural electrificationwork for electrifying over 4000 villages in Bihar.

• SPML Chairman was conferred with Economic Times Most Promising Business Leadersof Asia 2018 Award.

• Won CIA World Construction & Infra Awards 2019 as best water managementCompany of the year.

• Conferred with Smart Water & Waste Water Award 2019.

Dividend

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

Transfer to Reserves

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

Deposits

YourCompanyhasnotacceptedanydepositfromthePublic in terms of the provisions of Section73 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 orinterest was outstanding as on 31st March 2019.

Subsidiary Companies/ Joint venture Companies / Associate Companies

As on 31st March 2019 the Company had Twenty Five (25) direct and indirectsubsidiaries including Five (5) wholly owned subsidiaries Twelve (12) joint ventures(JVs) and Eight (8) associates. There was no material change in the nature of the businesscarried on by the subsidiaries.

During the year under review the following changes have taken place with respect tosubsidiary and associate companies:

• During the year under review M/s. Rupin Tons Power Company Private Limited; TonsValley Power Company Private Limited and Uttarkashi Tons Hydro Power Company PrivateLimited have applied to the Registrar of Companies for voluntarily Strike Off andtherefore these companies do not exist as on 31st March 2019.

• SPMLIL-Amrutha Constructions Private Limited and Delhi Waste ManagementNajafgarh Private Limited incorporated as the subsidiaries of the Company.

• Aurangabad Jal Constructions Private Limited and Aurangabad Jal Supply SolutionPrivate Limited ceased to be associate company of the Company.

• During the year under review M/s OM Metal Consortium JV ceased to be the JointVenture of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 a separate statement containing the salient features ofthe performance and financial position of each of the Subsidiaries/ Associates/ JointVentures in the prescribed Form AOC-1 is forming the part of the financial statements.

In compliance with the provisions of Section 136 of the of the Companies Act 2013 acopy of the Financial Statement consisting of the Standalone as well as the Consolidatedalong with all relevant Annexures Auditors Report Directors Report are available on thewebsite of the Company and will also be available for inspection at the registered officeof the Company during working 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

During the year under review Mrs. Archana Capoor and Mr. Sushil Kumar RoongtaIndependent Directors of the

Company expressed their inability to continue as the director of the Company andresigned from directorship of the Company with effective from 13th August 2018 and 18thJanuary 2019 respectively. The Board places sincere appreciation for the service renderedby them during their tenure as Independent Directors of the Company.

To comply with the provision of Section 149 of the Companies Act 2013 and Regulation17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and to fillthe vacancy caused due to resignation of Mrs. Archana Capoor the Board of your Companyappointed Mrs. Pavitra Joshi Singh as an Additional Independent Woman Director of theCompany w.e.f 25th February 2019 for a term of 5 consecutive years subject to theapproval of Shareholders in the ensuing Annual General Meeting. A resolution seekingshareholders' approval for appointment of Mrs Singh as Independent Director forms part ofthe Notice of the ensuing Annual General Meeting.

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) Wholetime Director of the Company isliable to retire by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for reappointment.

Further pursuant to the provisions of Section 149 152 read with Schedule IV and otherapplicable provisions of the Companies Act 2013 and erstwhile Clause 49 of the ListingAgreement (now Regulation 17 SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015) Mr. Sarthak Behuria and Mr. Prem Singh Rana were appointed as theIndependent Directors of the Company for a term of 5 (Five) years with effect from 26thSeptember 2018 till the 38th Annual General Meeting. Since the first term of 5 years ofMr. Sarthak Behuria and Mr. Prem Singh Rana is completing on 25th September 2019 andtherefore based on the recommendation of the Nomination and Remuneration Committee theirreappointment for a second term of 5 years is proposed at the ensuing AGM for the approvalof the Members by way of Special Resolution.

Pursuant to provisions of Section 196 197 and 198 read with Schedule V and otherapplicable provisions of the Companies Act 2013 the Shareholders of the Company at their33rd Annual General Meeting appointed Mr. Subhash Chand Sethi (DIN: 00464390) as WholetimeDirector and Mr Sushil Kumar Sethi (DIN: 00062927) as the Managing Director of the Companyfor a term of 5 consecutive years with effect from 01st January 2015 both liable toretire by rotation which term is expiring on 31st December 2019. Therefore the Board ofDirectors at their meeting held on 30th May 2019 based on the recommendation of theNomination & Remuneration Committee re-appointed

Mr. Subhash Chand Sethi as Wholetime Director and Mr Sushil Kumar Sethi as ManagingDirector of the Company liable to retire by rotation for another term of 5 years witheffect from 01st January 2020 till 31st December 2024 subject to the approval ofShareholders in the ensuing Annual General Meeting.

Further all the Independent Directors have submitted declarations that each of themmeet the criteria of independence as provided in Section 149(6) of the Companies Act alongwith Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. There hasbeen no change in the circumstances affecting their status as independent directors of theCompany.

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. Sushil Kumar SethiManaging Director Mr. Subhash Chand Sethi Chairman & Whole-time Director Mr. SujitJhunjhunwala Chief Financial Officer (CFO) and Mr. Abhay Raj Singh Company Secretarycontinues to be the Key Managerial Personnel (KMP) of the Company in accordance with theprovisions of Section(s) 2(51) and Section 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and were alsoKMP as on 31st March 2019.

Meeting of the Board of Directors

During the year under review the Board met six (6) times the details of the Meetingsof the Board held during the financial year 2018-19 are given under the corporategovernance report section which forms the part of this report. The Board further affirmsthat the time gap between any two consecutive Board Meetings did not exceed 120 days.

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 a separate meeting of the Independent Directors of the Company has beenconvened on 25th February 2019 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 Director of the Company specifying thatthey meet the criteria of independence as laid down in Section 149(6) of the CompaniesAct 2013 and Regulation 25 of the SEBI (Listing of Obligations and DisclosureRequirements) 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.

Board Diversity

We believe that a well diverse Board enhances the quality of decisions by utilizingdifferent skills qualifications professional experience ethnicity and otherdistinguished quality of the individual Board members. Company believes that Boarddiversification is necessary for effective corporate governance driving business resultssustainable and balanced development and to monitor the effectiveness of the company'spractices. In order to achieve the aforesaid your Board has well experienced and expertisecombination 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 (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 evaluated the effectiveness of its functioning the Committees and ofindividual Directors.

The Board Evaluation Framework is conducted annually for all the Board Members onvarious factors viz Relationship with Stakeholders Company's performance decisionmaking Degree of fulfillment of key responsibilities effectiveness of the deliberationsand process management; co-ordination and relationship between the Board and itsCommittees etc.

The Board evaluation is conducted through questionnaire having qualitative parametersand feedback based on rating.

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.

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

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 was 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 41st Annual General Meeting of the Companyto be held in the Calendar Year 2022. The requirement of the ratification of theappointment of Statutory Auditor at every Annual General Meeting has been done way by theCompanies Amendment Act 2017 notified by the Ministry of Corporate Affairs dated 07thMay 2018 and hence the notice of ensuing Annual General Meeting does not carry anyresolution pertaining to ratification of appointment of Statutory Auditor.

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 2019 are self-explanatory and the qualification or observations of theAuditors have been suitably addressed in Note No. 43 to 45 of the notes forming part ofthe standalone financials and Note No 46 to 50 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 M/s PTM & Co. Company Secretaries as SecretarialAuditor to conduct the secretarial audit for the financial year ended on 31st March 2019.

The Secretarial Audit Report for the Financial Year ended 31st March 2019 in Form MR-3is annexed to the Directors Report - Annexure - 1 and forms part of this Report.Observations of the Secretarial Auditor are self-explanatory.

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 Bikram Jain &Associates Cost Accountants as the Cost Auditor of the Company for Financial Year2019-20.

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 2019-20 is forming part of the notice convening the ensuing Annual GeneralMeeting.

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 Systems areinherent in the Company and are working effectively and efficiently. Your Company hasadopted a 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 review 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.

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 undertakingrelated party transaction in ordinary course of business and on arm's length basis. Inline with the Companies Act 2013 and Listing Regulations the Board has approved thepolicy 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 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.

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/unpaid dividend during the last seven (7) years and also the details of the unclaimedshares transferred to IEPF are available on the website of the Company at www.spml.co.in

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 our 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 Reporton CSR activities is annexed as Annexure – 3 to this report. The Policy as adopted bythe Company for the Corporate Social Responsibility is available at the website of theCompany at www.spml.co.in

Material Changes and Commitments

There have been no material changes and commitments affecting the financial position ofthe Company which occurred between the end of the Financial Year of the Company as on 31stMarch 2019 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.

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.

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.

Extract of the Annual Return

Pursuant to the provisions of Section 92 (3) of the Companies Act 2013 read with Rule12 (1) of the Company (Management & Administration) Rules 2014 including anyamendment thereto an extract of the Annual Return in the prescribed format i.e. FormMGT-9 for the Financial Year ended 31st March 2019 is given in Annexure- 4 andforms part of the Directors' Report. The same is also uploaded on the Company's website atwww. spml.co.in.

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) Rules2014 are annexed as Annexure – 5 to this report.

Further a Statement containing the name of top ten employee of the Company in terms ofthe receipt of the remuneration of RS. 102 lakhs if employed throughout the year andreceipt of RS. 8.50 lakhs if employed for a part of the financial year in terms of Rule5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areannexed as Annexure- 6 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 – 7 and form part of this report.

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. TheBoard also appreciates and value the contribution made by every member of the SPML family.

On behalf of the Board
Place: Gurgaon Subhash Chand Sethi
Date: 30th May 2019 Chairman