SP Refractories Ltd Directors Report

The companys financial performance during the financial year 2022-23 has been considerably good since total turnover of the Company increased significantly as compared to previous year. There has been a slight decrease in profit of the company as compared to the previous year of the Company. The Operating results of the company for the year are as under.

COMPANYS AFFAIRS AND RESULT OF OPERATION:

The Total revenue of the Company stood at Rs 2,724.27 Lakhs in the current year and Rs. 3,152.74 Lakhs in the previous year. The Company made a net profit of Rs.61.57 Lakhs for the year ended March 31, 2023 as compared to the net profit of Rs. 98.45 Lakhs in the previous year.

FUTURE OUTLOOK:

Further, the Management is hopeful that Company will register even higher growth rate in future as the Corporate. Company continues its effort on developing/improving new/ environment friendly, Customized products through Marketing & Technical Services to meet the future technological challenges & meet Customer expectations. Redesigning of products with alternative raw materials to address the market requirement & business challenges. Technology will continue to work on reducing input cost.

a. Composition of Board of Directors:

b. Key Managerial Personnel:

Note: Ms. Prachi Parasramji Nagardhankar (BCFPN8827A) has resigned from the position of Company Secretary cum Compliance Officer with effect from 15th April, 2023. Further, Mr. Pawan Kumar has been appointed as Company Secretary cum Compliance Officer (PAN: AVTPK9070E) w.e.f. 1st June, 2023 to fill the vacancy arised in the office of Company Secretary.

c. Change in Director and KMP

During the financial year, there has been no change in Board and Key Managerial Person. However, Ms. Prachi Parasramji Nagardhankar (BCFPN8827A) has resigned from the position of Company Secretary cum Compliance Officer with effect from 15th April, 2023. Further, Mr. Pawan Kumar has been appointed as Company Secretary cum Compliance Officer (PAN: AVTPK9070E) w.e.f. 1st June, 2023 to fill the vacancy arised in the office of Company Secretary.

d. Retirement by Rotation of the Directors:

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Shewta Prabodh Kale, Non-Executive Director (DIN: 01586321) of the Company, retires by rotation and offers herself for the re- appointment.

e. Independent Directors:

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) and 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Directors on the Board have submitted notice of interest under Section 184 (1) i.e. in Form MBP-1, intimation under Section 164 (2) i.e. in Form DIR-8 and declaration as to compliance with the Code of Conduct of the Company.

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this report.

The company has no subsidiary, joint venture or associate company. Hence it is not required to prepare any Consolidated Financial Statement.

The company has no Subsidiary, Associate or Joint Venture.

The dividend policy for the year under review has been formulated taking into consideration growth of the company and to conserve resources, the Directors do not recommend any dividend for year ended March 31, 2023.

10. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND

PROTECTION FUND:

The provisions of Section 125 (2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid during the last year.

11. COMMITTEES OF BOARD:

The Board of Directors in line with the requirement of the act has formed various committees. The detailed terms of reference of the Committee is available on the website of the Company at https://www.sprefractories.com/investor.

a. AUDIT COMMITTEE:

b. NOMINATION AND REMUNERATION COMMITTEE:

c. STAKEHOLDER RELATIONSHIP COMMITTEE:

d. CHANGE IN CONSTITUTION OF COMMITTEES:

During the year under review, there was no change in constitution of committees.

12. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated for the financial year ended March 31, 2023. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors.

The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

13. ANNUAL RETURN:

Pursuant to the provisions of Sections 92 (3) and 134 (3) (a) of the Companies Act, 2013, copy of the Annual Return o f the Company have been uploaded on the Companys https://www.sprefractories.com/ in E-Form MGT-7 for the financial year ended March 31, 2023.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism which also incorporates a Whistle Blower Policy in line with the provisions of the Companies Act, 2013 to report genuine concerns or grievances. The Vigil Mechanism/ Whistle Blower Policy may be accessed on the Companys website at https://www.sprefractories.com/.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are disclosed in Form No. AOC -2 as Annexure-I

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https://www.sprefractories.com/.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014. is annexed herewith as Annexure II.

During the year under review, there were no foreign exchange earnings or outgo.

17. AUDITORS:

a. Statutory Auditors:

The Companys Statutory Auditor M/s Zoeb Anwar & Co. Chartered Accountant having (FRN. 116532W) have successfully conducted the statutory audit of Company for the financial year end 31st March,2023.

M/s M/s Zoeb Anwar & Co. Chartered Accountant (FRN: 116532W) were appointed as Statutory Auditors of the Company at AGM held on 29th September, 2022 and they shall be holding their office till the conclusion of AGM relevant to financial year 2026-27.

There is no requirement for ratification of auditors in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

The notes to accounts referred to in the Auditors Report are self explanatory and therefore, do not call for any further comments.

b. Secretarial Auditor:

The Secretarial Audit Report as required under section 204 of the Companies Act, 2013 and Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in the Form MR-3 is annexed herewith for your kind perusal and information as Annexure-III.

c. Cost Auditor:

Appointment of Cost Auditor pursuant to provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company.

d. Internal Auditor:

M/s Sanjay Chindaliya & Co., Chartered Accountants., Nagpur, shall continue to be as Internal Auditor of the Company, pursuant to Section 138 of the Companies Act, 2013 to ensure the routine internal audits and controls.

18. MANAGERIAL REMUNERATION:

The Company has paid managerial remuneration during the financial year 2022-23 and the details of the same are disclosed in Management Discussion and Analysis Report (MDAR) annexed to this report as Annexure IV.

19. NOMINATION AND REMUNERATION POLICY:

The Companys policy on the appointment and remuneration of Directors and Key Managerial Personnel provides a framework based on which our human resources management aligns their recruitment plans for the strategic growth of Company.

20. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143 (12) of the Companies Act, 2013.

21. LOANS, GUARANTEES AND INVESTMENTS:

During the year under review the Company has not given any long term loan and advances and has not made any investment under Section 186 of the Companies Act, 2013.

22. DEPOSITS:

The company has not invited/ accepted any deposits from the members as well as public during the year ended March 31, 2023. There were no unclaimed or unpaid deposits as on March 31, 2023.

23. DISCLOSURE UNDER SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE

(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Your Company has put in place a policy for prevention, prohibition and redressal against sexual harassment of women at the work place, to protect women employees and enable them to report sexual harassment at the workplace in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

All employees (permanent, contractual, temporary, trainees) are covered under this policy. No complaints were received during F.Y. 2022-23.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR

ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITORS IN THEIR REPORTS:

There were no comments on qualifications, reservations or adverse remarks or disclaimers made by the statutory auditor and secretarial auditor in their reports.

25. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

The Company had 16 (sixteen) Board meetings during the financial year under review. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

26. GENERAL MEETING:

The Directors state that the applicable secretarial standard i.e. SS-2, relating to ‘General Meeting, has been duly followed by the Company.

27. SIGNIFICANT AND MATERIAL ORDERS:

During the year under review, no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

28. DETAILED REASON OR REPORT ON REVISION OF FINANCIAL STATEMENTS:

There is no revision of financial statement. Hence, it is not applicable to your company.

29. SHARES:

i. Issue of equity shares with differential rights:

The Company has not issued any equity shares with differential rights during the year under review.

ii. Issue of sweat equity shares:

The Company has not issued any sweat equity shares during the year under review.

iii. Details of employee stock options:

The Company has not issued any Employee Stock Options during the year under review.

iv. Shares held in Trust for the benefit of employees where the voting rights are not exercised directly by the employees:

The Company does not held any shares in trust for the benefit of employees where the voting rights are not exercised directly by the employees during the year under review.

v. Issue of Debentures, Bonds or Any Non-Convertible Securities:

The Company has not issued any debentures, bonds or any non-convertible securities during the year under review.

vi. Issue of Warrants:

The Company has not issued any warrants during the year under review.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions.

The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorized, correctly reported and assets are safeguarded.

31. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records have not been made and maintained.

32. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135 (1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

33. PARTICULARS OF EMPLOYEE:

Disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, are given in the Annexure-V forming part of this report.

34. CORPORATE GOVERNANCE:

As a good corporate governance practice the Company has generally complied with the corporate governance requirements. Our disclosures seek to attain the best practices in corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.

As our company has been listed on EMERGE Platform (SME) of NSE Limited, therefore by virtue of Regulation 15 of the SEBI (Listing Obligation and Disclosure Requirements)

Regulations, 2015 the compliance with the corporate Governance provisions as specified in regulation 17 to 27 and Clause (b) to (i) of sub regulation (2) of Regulation 46 and Para C D and E of schedule V are not applicable to the company.

Hence, corporate governance report does not form a part of this Board Report, though we are committed towards best corporate governance practices.

35. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors state that:

a. In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed with no material departures;

b. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023 and of the profit of the Company for the year ended on that date;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The Directors have prepared the annual financial statements on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

36. RISK MANAGEMENT:

Your Board has adopted a well-defined process for managing its risks on an ongoing basis and for conducting the business in a risk conscious manner. The Company has a structured and comprehensive Risk Management Frame work under which the risks are identified, assessed, monitored and reported as a part of normal business practice.

The Risk Management System is fully aligned with the corporate and operational objectives. There is no element of risk which in the opinion of the Board may threaten the existence of the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managements discussion and analysis report is annexed in Annexure-V.

38. WEBSITE:

The Company is maintaining its functional website and the website contains basic as well as investors related information. The link of website is https://www.sprefractories.com/ .

39. DISCLOSURES

The Company believes in providing safe and harassment free workplace for every individual working in company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment and for this purpose the company has in place a robust policy, aiming to obtain the complaints, investigate and prevent any kind of harassment of employees at all levels.

For the current financial year end, no complaint was received by the company.

40. ACKNOWLEDGEMENT: