|
TO THE MEMBERS
Your Directors have great pleasure in presenting the 40th Annual Report
together with the Audited Statement of Accounts of the Company for the year ended 31st
March, 2025.
FINANCIAL HIGHLIGHTS:
(Rs. In Lakhs)
| Particulars |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Sales & Other Income |
1390.02 |
1,061.16 |
| Total Expenses |
1371.12 |
777.64 |
| Profit / (Loss) before exceptional items and tax |
18.89 |
283.52 |
| Less: Exceptional items |
- |
- |
| Less: Tax Expenses |
- |
- |
| Add: Provisions Reversed |
- |
- |
| Profit / (Loss) after tax |
18.89 |
283.52 |
| Add: Adjustment for depreciation as per Companies Act 2013 |
- |
- |
| Add: Balance brought forward from previous year |
- |
- |
| Balance carried to Balance Sheet |
18.89 |
283.52 |
OPERATIONAL REVIEW& STATE OF COMPANY'S AFFAIRS:
During the financial year 2024-25, the Company has been generating revenue through
Solar projects and sale of commodities and further focusing on the research for new
projects to be undertaken in the future. The Company was able to generate higher revenues
from its previous year. The Company recorded revenue from operations of Rs.1260.40 Lakhs,
as against the revenue of Rs.688.48 Lakhs in the previous year. As a result of the
preferential issue during the financial year, the Company was able to turn around its
fortunes and record a profit of Rs.18.89 lakhs for the year ended 31st March, 2025. This
compares to a profit of Rs.283.52 lakhs in the previous financial year. During the year
Company had raised funds through preferential issue for the new project under Green
Hydrogen.
RESERVES:
Considering the need for retention of profits and enhancing internal revenue generation
capabilities of the Company during the financial year under review, the Directors do not
propose the transfer of any amount to the general reserve account. The profit for the
Financial Year 2024-25 has been transferred to the Profit and Loss Account.
DIVIDEND:
Considering the future expansion, your Directors do not recommend any dividend for the
financial year 2024-25.
SHARE CAPITAL OF THE COMPANY:
As on 31st March, 2025 the Authorized Share Capital of the Company is
Rs.10,00,00,000/- divided into 1,00,00,000 Equity shares, having face value of Rs.10/-
each and the Paid up Equity Share Capital, is
Rs.5,26,26,320/- divided into 52,62,632 Equity shares, having face value of Rs. 10/-
each fully paid up. During the year under review the Company has increased the authorized
share capital of the Company from Rs.6,00,00,000 to Rs.10,00,00,000.
Additionally, pursuant to the approval of the shareholders at the Extra-Ordinary
General Meeting held on 03rd August, 2024, the Company issued 1,66,632 equity
shares at a price of INR. 35.71 (including a premium of Rs.25.71) per share (face value of
INR 10/- each) to identified investors, by way of a preferential issue on a private
placement basis, for an aggregate consideration of INR 71,50,274/- (Rupees Seventy-One
Lakh Fifty Thousand Two Hundred Seventy-Four Only). The funds raised have been fully
utilized in accordance with the Objects stated in the Offer Document.
SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES:
The Company is not having any associate Company, Subsidiary Company or Joint venture.
PUBLIC DEPOSITS:
During the financial year under review, the Company has not accepted or renewed any
deposit falling within the purview of the provisions of Sections 73 and 74 of the
Companies Act, 2013 (the Act) read with the Companies (Acceptance of Deposits)
Rules, 2014.Accordingly the requirement for furnishing of details of deposits which are
not in compliance with the Chapter V of the Act is not applicable.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not issued any loans or provided any Guarantees or made Investments
covered under the provisions of Section 186 of the Companies Act, 2013 during the
Financial Year 2024-25.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The provisions of CSR activities under the Companies Act, 2013 are not applicable to
the Company. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There were no significant and material orders passed by the Regulators or Courts that
would impact the going status of the Company and its future operations.
CORPORATE GOVERNANCE REPORT: Not Applicable
As per Regulation 27(2) and Regulation 15 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the Paid up Equity Share Capital of the Company
being less than Rs.10 Crore and Net worth being less than Rs.25 Crore as on 31st
March, 2025. Since the paid up capital of the Company is Rs.5,26,26,320/-and net worth is
Rs.32,57,240/- the Corporate Governance Report is not applicable to the Company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The Board of Directors monitors and evaluates the efficacy
and adequacy of internal control system in the Company, its compliance with operating
systems, accounting procedures and policies of the Company. Based on the report of
internal audit function, the Company undertakes corrective action in their
respective areas and thereby strengthens the controls.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information and
explanations obtained, Directors make the following statement in terms of Section 134
(3)(c) of the Companies Act, 2013:
(a) that in the preparation of the Annual Accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures, if any;
(b) that the Directors had 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 of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors, had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
(f) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
EXTRACT OF ANNUAL RETURN:
In terms of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 and Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company is available on the website of the Company at the link:
https://splsolar.in/Investor/R&R.html
BOARD OF DIRECTORS:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, during the year 2024-25 there were following
changes takes place in the Composition of Board of Directors:
1. Mr. Nandakumar Kalath (DIN: 00041727) was appointed as the Non-Executive
Non-Independent Director of the Company w.e.f. May25, 2024 and subsequently he tendered
his resignation as a Chairman and Non-Executive Director of the Company with effect from
September 12, 2024;
2. Mr. Tarang Mehta, (DIN: 01528135) was appointed as the Non-Executive Independent
Director of the Company w.e.f. May25, 2024and subsequently he tendered his resignation as
a Chairman and Non-Executive Independent Director with effect from November 14, 2024, who;
3. Mr. Manish Jain (DIN: 01310249) who was appointed as the Non-Executive Independent
Director of the Company w.e.f. May25, 2024and subsequently he tendered his resignation as
a Chairman and Non-Executive Independent Director with effect from November 14, 2024;
4. Mr. Harishchandra Naukudkar (DIN: 07556138) was appointed as the Chief Executive
Officer of the Company with effect from July 06, 2024 and before that he tendered his
resignation as an Independent Director of the Company with effect from July 06, 2024;
5. Mr. Dinesh Agarwal (DIN: 02854858) was appointed as the Director-Finance and Chief
Financial Officer (CFO) of the Company w.e.f. July 06, 2024, and subsequently he tendered
his resignation as a Director Finance & Chief Finance Officer (CFO) with effect from
November 21, 2024;
6. Mr. Navinchandra Joshi (DIN: 10700698) was appointed as the Executive Director of
the Company w.e.f. July 09, 2024 and thereafter regularized in its 39th AGM held on August
03, 2024;
7. Mr. Sujeet Singh (DIN: 10182876) was appointed as the Independent Director of the
Company w.e.f. September 12, 2024 and thereafter regularized in its 01/2024-25
Extraordinary General Meeting (EGM) held on December 10, 2024;
8. Mr. Sundar Venkataraman (DIN: 01412283) was appointed as the Independent Director
w.e.f. November 14, 2024 thereafter regularized in its 01/2024-25 Extraordinary General
Meeting (EGM) held on December 10, 2024;
9. Mr. Pundlik Davane was appointed as Chief Financial Officer (CFO) of the Company
w.e.f. February 13, 2025.
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(b) of the SEBI (Listing Obligations and Disclosure Requirements).
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The following persons are the Directors and Key Managerial Personnel of the Company as
on 31st March, 2025:
| Sr. No. Name of the person |
Designation |
| 1. Sankaran Venkata Subramanian |
Managing Director |
| 2. Rajlaxmi Iyar |
Non-Executive Director |
| 3. *Navinchandra Joshi(Refer note |
Executive Director |
| 4. Shankar Ramnath Iyer(Refer note 3) |
Independent Director |
| 5. Sujeet Singh(Refer note |
Independent Director |
| 6. Sundar Venkataraman(Refer note 5) |
Independent Director |
| 7. Harishchandra B. Naukudkar(Refer note 2) |
Chief Executive Officer |
| 8. Mr. Pundlik Davane(Refer note 6) |
Chief Financial Officer |
| 9. Gaurav Kaushik |
Company Secretary and Compliance Officer |
In accordance with Section 152 of the Companies Act, 2013, *Mr. Navinchandra Joshi,
Executive Director of the Company retires by rotation at the forthcoming Annual General
Meeting (AGM) and being eligible, offers himself for re-appointment.
Note: During the financial under review following changes in the composition of Board
of Directors of the Company:
1. Mr. Navinchandra Joshi (DIN: 10700698) was appointed as the Executive Director of
the Company w.e.f. July 09,2024 and thereafter regularized in its 39th AGM held on August
03,2024;
2. Mr. Harishchandra Naukudkar (DIN: 07556138) was appointed as the Chief Executive
Officer of the Company with effect from July 06,2024;
3. Mr. Shankar Iyer (DIN: 03038466), Independent Director of the Company appointed as a
Chairman of the Company with effect from November 14,2024;
4. Mr. Sujeet Singh (DIN: 10182876) was appointed as the Independent Director of the
Company w.e.f. September 12, 2024 and thereafter regularized in its 01/2024-25
Extraordinary General Meeting (EGM) held on December 10,2024;
5. Mr. Sundar Venkataraman (DIN: 01412283) was appointed as the Independent Director
w.e.f. November 14, 2024 thereafter regularized in its 01/2024-25 Extraordinary General
Meeting (EGM) held on December 10,2024;
6. Mr. Pundlik Davane was appointed as Chief Financial Officer (CFO) of the Company
w.e.f. February 13, 2025.
BOARD EVALUATION:
Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 17
of the SEBI Listing Regulations, the Board has carried out an evaluation after taking into
consideration various aspects of the Board's functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, remuneration,
obligations and governance.
The performance evaluation of the Independent Directors, Audit Committee, Nomination
and Remuneration Committee, Stakeholder's Relationship Committee and the Board of
Directors was carried out by the entire Board, and the performance evaluation of the
Chairman and the Non-Independent Directors was carried out by the Independent Directors
throughout the standard set of questionnaire to be evaluated on a scale of 1 to 5 in
accordance with the Companies Act and the SEBI guidelines. The Board of Directors
expressed their satisfaction with the evaluation process.
REMUNERATION POLICY:
The Company has a Nomination and Remuneration Committee. The Committee reviews and
recommends the Board about remuneration for Directors and Key Managerial Personnel and
other employees up to one level below of the Key Managerial Personnel. Remuneration by way
of sitting fee for attending the meetings of Board and committees and commission on profit
not exceeding the limit specified in the Companies Act, 2013 is paid to independent
Directors of the Company. Remuneration payable to Non-Executive
Independent Directors is determined in accordance with the criteria laid down in the
Nomination and Remuneration Policy of the Company.
The Company has devised the Nomination and Remuneration Policy for the appointment,
re-appointment and remuneration of Directors & Key Managerial. All the appointment,
re-appointment and remuneration of Directors and Key Managerial Personnel are in
compliance of the Nomination and Remuneration Policy of the Company.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of
independence as laid down pursuant to Section 149 (6) of the Companies Act, 2013.
BOARD DIVERSITY:
None of the Directors of the Company is disqualified for being appointed as Director as
Specified in Section 164(2) of the Companies Act, 2013.
FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS:
The Company conducts programmes/presentations periodically to familiarize the
Independent Directors with the nature of industry in which the Company operates, business
model of the Company, Board dynamics & functions, Management techniques and role,
rights & responsibilities of Independent Directors through its Executive Directors.
The details of such familiarization programmes have been disclosed on the Company's
website at (https: //www.splsolar.in/).
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year ended 31st March, 2025, Six (6) Board Meetings
were held on the following dates:
1. 25th May, 2024
2. 06thJuly, 2024
3. 14th August, 2024
4. 12th September, 2024
5. 14thNovember, 2024
6. 13th February, 2025
The composition and Category of Board of Directors as on 31st March, 2025is
as under: -
|
|
Number of outside Directorship |
Attendance |
|
| Name of the Directors |
Category of Directors |
Directorship # |
|
|
|
|
|
|
Publ ic |
Private |
Total Board meeting s held during tenure |
Board meeting attended |
AGM held on 03rd Augus t, 2024 |
No. of Shares held in the Company As at 31.03.2025 |
| Sankaran Venkata Subramanian |
Managing Director |
Nil |
Nil |
6 |
6 |
Yes |
4,64,350 |
| Rajlaxmi Iyar |
Non Executive Director |
Nil |
Nil |
6 |
1 |
Yes |
9000 |
| *Navinchandra Joshi |
Executive Director |
Nil |
Nil |
4 |
4 |
Yes |
400 |
| Harishchandra Bharama N aukudkar(Refer note x) |
Chief Executive Officer |
Nil |
Nil |
5 |
5 |
Yes |
19,603 |
| Shankar Ramnath Iyer |
Independent Director |
Nil |
2 |
6 |
5 |
Yes |
Nil |
| Sujeet Singh |
Independent Director |
Nil |
1 |
2 |
2 |
NA |
Nil |
| Sundar Venkataraman |
Independent Director |
2 |
2 |
1 |
1 |
NA |
Nil |
| Nandakumar Kalath(Refer note 2) |
Non Executive Non Independent |
7 |
Nil |
3 |
3 |
Yes |
Nil |
| Tarang Mehta(Refer note 3) |
Independent Director |
Nil |
1 |
3 |
2 |
Yes |
1 |
| Manish Jain(Refer note 4) |
Independent Director |
2 |
1 |
3 |
1 |
Yes |
Nil |
| Mr. Dinesh Agarwal(Refer note 5) |
Director- Finance and Chief Financial Officer (CFO) |
Nil |
Nil |
3 |
3 |
Yes |
40,494 |
*Mr. Navinchandra Joshi, Executive Director of the Company retires by rotation at the
forthcoming Annual
General Meeting (AGM) and being eligible, offers himself for re-appointment.
#Excluding Directorships in Foreign Companies.
Note:
1. Mr. Harishchandra Naukudkar (DIN: 07556138) tendered his resignation as a Chairman
and Independent Director and re-designated as a Chief Executive Officer of the Company
with effect from July 06,2024;
2. Mr. Nandakumar Kalath (DIN: 00041727) tendered his resignation as a Non-Executive
Director of the Company with effect from September 12,2024;
3. Mr. Tarang Mehta, (DIN: 01528135) tendered his resignation as a Chairman and
Non-Executive Independent Director with effect from November 14,2024;
4. Mr. Manish Jain, (DIN: 01310249) tendered his resignation as a Non-Executive
Independent Director of the Company with effect from November 14,2024;
5. Mr. Dinesh Agarwal (DIN: 02854858), tendered his resignation as a Director Finance
& Chief Finance Officer (CFO) with effect from November 21,2024.
Memberships of the Directors in various Committees are within the permissible limits of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The members
of the Board have been provided with the requisite information mentioned in the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 well before the Board
Meetings.
COMMITTEE MEETINGS:
AUDIT COMMITTEE:
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company is having in place an Audit Committee
comprising of Independent Directors and Non-Executive Director. The Audit Committee acts
in accordance with the terms of reference specified from time to time by the Board. All
the Members of the Audit Committee are financially literate.
Audit Committee meets Five (5) times in the financial year ended 31st March,
2025, on following dates:
1. 25th May, 2024
2. 06thJuly, 2024
3. 14th August, 2024
4. 14thNovember, 2024
5. 13th February, 2025
At the beginning of the year under review 2024-25, the Audit Committee of the Company
comprised of the following members:
| Name of Director |
Designation |
Category of Directorship |
| Mr. Harishchandra Naukudkar |
Chairperson |
Independent Director |
| Mr. Sankaran Venkata Subramanian |
Member |
Executive Director |
| Mr. Shankar Ramnath Iyer |
Member |
Independent Director |
During the year 2024-25, Mr. Harishchandra Naukudkar, has resigned from the post of the
Chairman and Independent Director of the Company and induction of Mr. Tarang Mehta,
Independent Director of the Company and Mr. Manish Jain, Independent Director, the Audit
Committee was reconstituted on 06th July, 2024 and comprises of the following
members as enumerated below:
| Name of Director |
Designation |
Category of Directorship |
| Mr. Manish Jain |
Chairperson |
Independent Director |
| Mr. Shankar Ramnath Iyer |
Member |
Independent Director |
| Mr. Sankaran Venkata Subramanian |
Member |
Executive Director |
During the year 2024-25, Mr. Nandakumar Kalath, Non-Executive Non Independent Director
of the Company and Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish
Jain, Independent Director of
the Company have resigned from their designated post; hence again, the Audit Committee
was reconstituted on 14th November, 2024 and comprises the following members as
enumerated below:
| Name of Director |
Designation |
Category of Directorship |
| Mr. Shankar Ramnath Iyer |
Chairperson |
Independent Director |
| Mr. Sankaran Venkata Subramanian |
Member |
Executive Director |
| Mr. Sundar Venkataraman |
Member |
Independent Director |
The attendance of the members at the Audit Committee Meetings are as under:
| Name of Director |
Category of Directorship |
No. of meetings held during his/her tenure |
No. of meetings attended during his/her tenure |
| Mr. Harishchandra Naukudkar |
Independent Director |
2 |
2 |
| Mr. Shankar Ramnath Iyer |
Independent Director |
5 |
4 |
| Mr. Sankaran Venkata Subramanian |
Executive Director |
5 |
5 |
| Mr. Sundar Venkataraman |
Independent Director |
1 |
1 |
| Mr. Nandakumar Kalath |
Independent Director |
2 |
2 |
| Mr. Tarang Mehta |
Independent Director |
3 |
2 |
| Mr. Manish Jain |
Independent Director |
3 |
1 |
At the invitation of the Committee, other Financial Executives of the Company also
attended the meetings to respond to queries raised at the Committee meetings.
NOMINATION & REMUNERATION COMMITTEE:
The Company is having in place the Nomination and Remuneration Committee
(NRC) for reviewing and recommending the remuneration payable to the Directors
and senior executives of the Company and assisting the Board with respect to the process
of appointment or re-election of Chairman of the Board of Directors and other executive
and non-executive Directors.
The particulars of Members of Nomination & Remuneration Committee and their
attendance at the Meetings are as under:
During the financial year ended 31st March, 2025, Nomination &
Remuneration Committee meet Five (5) times on the following date:
1. 25th May, 2024
2. 06thJuly, 2024
3. 12th September, 2024
4. 14thNovember, 2024
5. 13th February, 2025
At the beginning of the year under review 2024-25, the Nomination & Remuneration
Committee of the Company comprised of the following members:
| Name of Director |
Designation |
Category of Directorship |
| Mr. Harishchandra Naukudkar |
Chairperson |
Independent Director |
| Mrs. Rajlaxmi Iyar |
Member |
Non-Executive Director |
| Mr. Shankar Ramnath Iyer |
Member |
Independent Director |
During the year 2024-25, Mr. Harishchandra Naukudkar, has resigned from the post of the
Chairman and Independent Director of the Company and induction of Mr. Tarang Mehta,
Independent Director of the Company, the Nomination & Remuneration Committee was
reconstituted on 06th July, 2024 and comprises of the following members as
enumerated below:
| Name of Director |
Designation |
Category of Directorship |
| Mr. Shankar Ramnath Iyer |
Chairperson |
Independent Director |
| Mrs. Rajalakshmi Iyer |
Member |
Non-Executive Director |
| Mr. Nandakumar Kalath |
Member |
Non-Executive Director |
| Mr. Tarang Mehta |
Member |
Independent Director |
During the year 2024-25, Mr. Nandakumar Kalath, Non-Executive Non Independent Director
of the Company, Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish Jain,
Independent Director of the Company have resigned from their designated post; hence again,
the Nomination& Remuneration Committee was reconstituted on 14th November,
2024and comprises the following members as enumerated below:
| Name of Director |
Designation |
Category of Directorship |
| Mr. Sujeet Singh |
Chairperson |
Independent Director |
| Mr. Shankar Ramnath Iyer |
Member |
Independent Director |
| Mrs. Rajalakshmi Iyer |
Member |
Non-Executive Director |
The attendance of the members at the Nomination & Remuneration Committee Meetings
are as under:
| Name of Director |
Category of Directorship |
No. of meetings held during his/her tenure |
No. of meetings attended during his/her tenure |
| Mr. Harishchandra Naukudkar |
Independent Director |
2 |
2 |
| Mrs. Rajalakshmi Iyer |
Non-Executive Director |
5 |
1 |
| Mr. Shankar Ramnath Iyer |
Independent Director |
5 |
4 |
| Mr. Sundar Venkataraman |
Independent Director |
0 |
NA |
| Mr. Sujeet Singh |
Independent Director |
2 |
2 |
| Mr. Nandakumar Kalath |
Independent Director |
1 |
1 |
| Mr. Tarang Mehta |
Independent Director |
2 |
2 |
| Mr. Manish Jain |
Independent Director |
2 |
1 |
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee has framed a policy for selection and
appointment of Directors including determining qualifications and independence of a
Director, Key Managerial Personnel (KMP), Senior Management Personnel and their
remuneration as part of its charter and other matters provided under Section 178(3) of the
Companies Act, 2013. Pursuant to Section 134(3) of the Companies Act, 2013, the nomination
and remuneration policy of the Company which lays down the criteria for determining
qualifications, competencies, positive attributes and independence for appointment of
Directors and policies of the Company relating to remuneration of Directors, KMP and other
employees is available on the Company's website https://splsolar.in/Policies. We affirm
that the remuneration paid to Directors, senior management and other employees is in
accordance with the remuneration policy of the Company.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Company is having in place the Stakeholders Relationship Committee
(SRC) for the redressal of the grievances of security holders of the Company.
Composition, Meetings and Attendance of the committee is as follows:
During the financial year ended 31st March, 2025, Stakeholders Relationship
Committee meeting One (1) time on the following date:
1. 13th February, 2025.
At the beginning of the year under review 2024-25, the Stakeholders Relationship
Committee of the Company comprised of the following members:
| Name of Director |
Designation |
Category of Directorship |
| Mrs. Rajlaxmi Iyar |
Chairperson |
Independent Director |
| Mr. Harishchandra Bharama Naukudkar |
Member |
Independent Director |
| Mr. Yash Dharmendra Sanghvi |
Member |
Non-Executive Director |
In the year 2023-24, Mr. Yash Dharmendra Sanghvi, Independent Director of the Company
and during the year 2024-25, Mr. Harishchandra Naukudkar, Chairman and Independent
Director of the Company have resigned from their designated post; and induction of Mr.
Tarang Mehta, Independent Director of the Company, hence the Stakeholders Relationship
Committee was reconstituted on 06th July, 2024 comprises the following members
as enumerated below:
| Name of Director |
Designation |
Category of Directorship |
| Mr. Tarang Mehta |
Chairperson |
Independent Director |
| Mr. Nandakumar Kalath |
Member |
Non-Executive NonIndependent Director |
| Mr. Manish Jain |
Member |
Independent Director |
During the year 2024-25, Mr. Nandakumar Kalath, Non-Executive Non Independent Director
of the Company, Mr. Tarang Mehta, Independent Director of the Company and Mr. Manish Jain,
Independent Director of the Company have resigned from their designated post; and
induction of Mr. Sundar Venkataraman, Independent Director of the Company hence again, the
Stakeholders Relationship Committee was reconstituted on 14th November, 2024and
comprises the following members as enumerated below:
| Name of Director |
Designation |
Category of Directorship |
| Mr. Sundar Venkataraman |
Chairperson |
Independent Director |
| Mr. Shankar Ramnath Iyer |
Member |
Independent Director |
| Mr. Sujeet Singh |
Member |
Independent Director |
The attendances of the members at the Stakeholders Relationship Committee Meetings are
as under:
| Name of Director |
Category of Directorship |
No. of meetings held during his/her tenure |
No. of meetings attended during his/her tenure |
| Mrs. Rajalakshmi Iyer |
Non-Executive Director |
1 |
1 |
| Mr. Harishchandra Naukudkar |
Independent Director |
1 |
1 |
| Mr. Yash Dharmendra Sanghvi |
Independent Director |
1 |
1 |
| Mr. Shankar Ramnath Iyer |
Independent Director |
1 |
1 |
| Mr. Sundar Venkataraman |
Independent Director |
1 |
1 |
| Mr. Sujeet Singh |
Independent Director |
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SEXUAL HARASSMENT:
The Constitution of Internal Complaint Committee under Section 4 of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(the Act) is not applicable to the Company since the Company has less than 10
employees. Yet as a part of good governance, the Board monitors and assesses the
complaints received, if any from the employees relating to sexual harassment at workplace
in accordance with the Act and rules made there under. During the year under review, no
complaints were reported or pending.
Maternity Benefit Act: During the financial year 2024-25, Sterling Powergensys Limited
had no women employees on its rolls. Accordingly, there were no instances requiring the
grant of maternity benefit. The Company affirms its commitment to comply with the
provisions of the Maternity Benefit Act, 1961, and will ensure full compliance as and when
applicable. This disclosure is made pursuant to the Companies (Accounts) Second Amendment
Rules, 2025.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism/Whistle Blower policy to report genuine concerns,
grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle Blower policy
has been posted on the website of the Company i.e. www.splsolar.in.
RELATED PARTY TRANSACTIONS:
During the year, your Company has not entered into any contracts, arrangements or
transactions that fall under the scope of Section 188 (1) of the Act. Accordingly, the
prescribed Form AOC-2 is not applicable to your Company for FY2024-25 and hence does not
form part of this report.
DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of the
National Securities Depository Limited (NSDL) and also the Central Depository Services
(India) Limited (CDSL). As a result, the investors have an option to hold the shares of
the Company in a dematerialized form in either of the two Depositories. The Company has
been allotted ISIN No. INE067E01013. Shareholders therefore are requested to take full
benefit of the same and lodge their holdings with Depository Participants [DPs] with whom
they have their Demat Accounts for getting their holdings in electronic form.
REPORTING OF FRAUDS:
There have been no instances of fraud reported by the Statutory Auditors under Section
143(12) of the Acts & Rules framed thereunder either to the Company or to the Central
Government.
CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicable
laws, rules and regulations and highest standards of business ethics. In recognition
thereof, the Board of Directors has implemented a Code of Conduct for adherence by the
Directors, Senior Management Personnel and Employees of the Company. This will help in
dealing with ethical issues and also foster a culture of accountability and integrity. The
Code has been posted on the Company's website www.splsolar.in.All the Board Members and
Senior Management Personnel have confirmed compliance with the Code.
STATUTORY AUDITOR:
M/s. D. G. M. S. & Co., Chartered Accountants, Mumbai (FRN- 112187W) (Previously
known as M/s. Doshi Maru & Associates), were appointed as the Statutory Auditors of
the Company at its 37th Annual General Meeting from the conclusion of the said
meeting until the conclusion of the 42ndAnnual General Meeting at such
remuneration as fixed by the Board of Directors of the Company. They have audited the
financial statements of the Company for the year under review. The report of the Statutory
Auditors, M/s. D. G. M. S. & Co, Chartered Accountants on the financial statements of
the Company for the financial year 2024-25forms part of this Annual Report. The Statutory
Auditors have submitted an unmodified opinion on the audit of financial statements for the
Financial Year 2024-25and there is no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013, the
Company has appointed CS Deepak Chheta, a Practicing Company Secretary having COP No.:
20966 to undertake the Secretarial Audit of the Company for the period under review. The
Secretarial Audit report for the Financial Year 2024-25is annexed herewith as Annexure A
and forms an integral part to this Report.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The Statutory Auditor's Report does not contain any qualifications, reservations or
adverse remarks, but Secretarial Audit Report contains qualifications pursuant to
Regulations 31 (2) of Listing Obligation, Disclosure Requirements, Regulations, 2015
stated the following:
| Sr. no Secretarial Auditor's Qualifications |
Management's view on the same |
| 1. During the period under review the Company has not Dematerialized 100
% of Shareholding of Promoter and Promoter Group as per Regulation 31 (2) of Listing
Obligation and Disclosure requirements, Regulations 2015. 5,12,650 [Five Lakh Twelve
Thousand Six Hundred and Fifty] Equity shares constituting to 9.74% of the entire promoter
holding are yet to be Dematerialised. |
The Company had informed every promoter to convert their shares and some
of them are in process but other Promoters being distant persons of each other are
scattered all over and for some even re-classification of shares applied for and hence it
is very difficult to convert each promoter's physical holding into Demat. |
| 2. During the period under review Company has outstanding payment of
professional tax and provident fund. |
The delay in payment of statutory dues, including Provident Fund, was due
to temporary operational challenges. All pending dues will be cleared, and necessary steps
have been taken to ensure timely compliance in the future. |
| 3. There was delayed in submission of nonapplicability of Corporate
Governance Report under Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the quarter ended June 30, 2024. |
The delay in submission was primarily due to our Statutory Auditor's
engagement with the audit of our branch office and the subsequent finalization of the
financial statements. The Company has already submitted the required documents to the BSE,
along with the necessary explanation regarding the delay. |
| 4. There was delayed in submission of nonapplicability of Corporate
Governance Report under Regulation 27 (2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and XBRL of Integrated Filing - Governance for the quarter
ended March 31, 2025. |
The delay in submission was primarily due to our Statutory Auditor's
engagement with the audit of our branch office and the subsequent finalization of the
financial statements. The Company has already submitted the required documents to the BSE,
along with the necessary explanation regarding the delay. |
| 5. The Company had received notices from the stock exchange regarding One
(1) day delayed submission of application for trading approval to the stock exchange and
hence the stock exchange had imposed a penalty on the company as per SEBI (LODR)
Regulation and SEBI Master circular SEBI/H0/CFD/PoD-2/P/CIR/2023/00094 dated June 21,
2023. |
The Board of Directors would like to clarify that there was a brief delay
attributable to the Registrar and Transfer Agent (RTA). Consequently, the Company received
the relevant information with a short delay of one day. Upon receipt of the information,
the Company promptly complied with the applicable provisions and has duly paid the
appropriate penalty. The Board assures all stakeholders that the delay was minimal and all
necessary actions were taken in accordance with regulatory requirements. |
| 6. There was minimal delayed in submission of financial results
Regulation 33 of the SEBI (Listing Obligations and Disclosure |
The submission of our financial results was minimal minutes of delayed
due to the timing of our Board Meeting, which commenced on |
| Requirements) Regulations, 2015 for the quarter ended September 30, 2024. |
November 14, 2024, at 5:30 PM. The meeting was adjourned for a brief
period and concluded at 11:35 PM on the same day. Despite our best efforts to comply with
the prescribed time frame, there was a technical lag in the BSE listing portal during the
final stages of uploading our financial results. We promptly provided the necessary
clarification to BSE, after which the matter was resolved. The Company assures all
stakeholders that we remain fully committed to adhering to all regulatory timelines and
procedures in the future. |
| 7. There was delayed in the payment of Annual listing fees of BSE for the
financial year 2024-25 within the prescribed time limit. |
The delay in the payment of the Annual Listing Fees to BSE for the
financial year 2024-25 was due to internal administrative constraints and the
prioritization of urgent financial commitments during the period. The Company has since
resolved the matter and ensured that the outstanding fees have been paid in full. We are
committed to maintaining timely compliance with all regulatory requirements going forward |
| 8. The Company had received notices from the stock exchange regarding
delayed submission under regulation 13(3) of Statement of Grievance Redressal Mechanism
and hence the stock exchange had imposed a penalty on the company as per SEBI Master
Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024 (Chapter-VII(A). |
Pursuant to SEBI Circular dated December 31, 2024 (No.
SEBI/HO/CFD/CFD-PoD 2/CIR/P/2024/185), a single filing system called Integrated Filing
(Governance) has been introduced, which consolidates Regulation 13(3) (Statement on
Redressal of Investor Grievances), Regulation 27(2)(a) (Compliance Report on Corporate
Governance), and other related disclosures into one integrated submission. The delay in
filing was due to the additional requirement of net worth details under this new system.
Upon receiving the necessary information, the Company promptly complied with all
applicable provisions and has duly paid the prescribed penalty for the delay. |
However, your Directors assure that the Company continues its principles of abiding by
the Law in its Letter and Spirit. Your Directors are putting maximum efforts to make
Company fully compliant in all respects and expect Company to be fully compliant at the
earliest
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNING AND OUTGO:
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the
Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure B to
this Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the financial year under review as
stipulated under Regulation 34 of the SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 is presented in the separate section forming part of this
Annual Report as Annexure C
RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. The Board periodically reviews the
risks and measures taken for mitigation.
ENVIRONMENT AND SAFETY:
The Company is aware of the importance of environmentally clean and safe operations.
The Company's policy requires conduct of operations in such a manner, so as to ensure
safety of all concerned compliances, environmental regulations and preservation of natural
resources at the Plant.
PARTICULARS OF EMPLOYEES:
Disclosures with respect to remuneration required pursuant to Section 197 read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 in respect of employees of the Company is Annexed here as Annexure D.
Further, the Company does not have any employee whose remuneration exceeds the limits
prescribed in rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
LISTING:
The Company's Shares are listed on Bombay Stock Exchange (BSE Limited).
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and there are no commitments, affecting the
financial position of the Company, which occurred between the end of the financial year to
which these financial statements relate and the date of this Report.
SECRETARIAL STANDARDS:
During the year under review, your Company has complied with all the applicable
secretarial standards issued by the Institute of Company Secretaries of India.
OTHER DISCLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme.
3. Buyback of shares.
4. No application was made or any proceeding is pending under Insolvency and Bankruptcy
Code, 2016.
ACKNOWLEDGEMENT:
The Directors would like to express their sincere appreciation to the Company's
Shareholders, Vendors and Stakeholders including Banks, Government authorities, other
business associates, who have extended their valuable sustained support and encouragement
during the year under review. The Directors also wish to place on record their
appreciation for impressive growth achieved through the competence, hard work, solidarity,
cooperation and support of employees at all levels.
| DATE: September 04, 2025 |
By order of the Board |
| REGISTERED OFFICE: |
For STERLING POWERGENSYS |
| OFFICE NO. 816, 8TH FLOOR, RAJHANS HELIX 3, |
LIMITED |
| L B S MARG. OPP HDFC BANK, GHATKOPAR WEST, MUMBAI, MAHARASHTRA, 400086. |
Sd/- |
|
SANKARAN VENKATA |
| STERLING POWERGENSYS LIMITED |
SUBRAMANIAN |
|
MANAGING DIRECTOR |
| Email: investor@splsolar.in |
(DIN:00107561) |
|
Sd/- |
|
RAJLAXMI IYAR |
|
DIRECTOR |
|
(DIN:00107754) |
|