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Calendar of Events

The financial year of the company is for a period of 12 months from 1 st April to 31 st March. The Company enters the capital market by an IPO of 90,00,000 equity shares on 29 th June,2005. The shares of the company has been listed on 18 th day of July,2005. The company has declared its unaudited quarterly results for the first time in the quarter ended 30.09.2005

First Quarter un-audited results

By the end of April, 2006

Second Quarter un-audited results

By the end of July,2006

Third Quarter un-audited results

By the end of Octobe,2006

Fourth Quarter un-audited results

By the end of January,2007

Book Closure:

The company will declare Book Closure date as and when required

Last Annual General Meeting was held on 27 th day of June, 2005.

Corporate Governance

Company’s Philosophy

  • Our pursuit towards adhering good corporate governance is an ongoing process, thereby ensuring transparency, accountability and responsibility in corporate policies, strategies and decision making process.
  • Your company believes that efficient Corporate Governance requires clear understanding of the respective roles of the Board and of the Senior Management and their relationship with others in the corporate structure The relationship of the Board and Management shall be characterized by sincerity, their relationship with employees shall be characterized by fairness, their relationship with the communities in which they operate shall be characterized by good citizenship, and their relationship with Government shall be characterized by a commitment to compliance.
  • Your Company believes that sound corporate Governance is critical to enhance and retain investors trust. Accordingly, your Company always seeks to attain its performance rules with integrity. The driving forces of Corporate Governance at the company are its core values-Belief in people, Entrepreneurship, Customer Orientation and the Pursuit of Excellence

Board Of Directors Constitution, Composition & Category of Directors on the Board of the Company

The policy of the Company is to have optimum combination of Executive and Non Executive Directors to ensure the independent functioning of the Board. During the year under review, the Board consists of ten Directors, consisting of five Executive Directors and five non executive independent Directors including Chairman of the Board and of the company as on 31 st March,2005.

Composition and Category of Directors

S.No Name of Director Designation Category of Directors
1 Mr. H.R. Gupta Chairman & Managing Director Promoter & Executive Director
2 Mr. Vijay Jindal Managing Director Promoter & Executive Director
3 Mr. Praveen Garg Wholetime Director Executive Director
4 Mr. Pankaj Garg Wholetime Director Executive Director
5 Mr. Mukesh Aggarwal  Wholetime Director Executive Director
6 Mr. Rakesh Aggarwal   Director Independent Director
7 Mr. Ram Niwas Jain   Director Independent Director
8 Dr. .S. S. Bansal   Director Independent Director
9 Mr. Y. Harishankar Director Independent Director
10 Mr. Kailash B. Goel  Director Independent Director

There are no Nominee Directors or Institutional Director on the Board of the Company.

Pecuniary Relationship

All the five Non Executive Directors are entitled to receive Rs.2000/-per meeting as Sitting fee( including conveyance ) for each of the Board meeting(s) attended.

Attendance of Directors at the Board Meetings & AGM and number of companies in which the directors is a member of the Board or its Committees as a member or chairperson thereof during the financial year

Name of the Director & Designation Category Number of Board Meetings Held Number of Board Meetings Attended No of other Companies in which a Director No of other Committees in which a Member No of other Board / Committees in which a Chairperson
Mr..H.R.Gupta Executive/non independent 24 24 3 01 Na
Mr. Vijay Jindal Executive/non independent 24 24 n.a na Na
Mr. Praveen Garg Executive/non-independent 24 23 n.a 01 Na
Mr. Pankaj Garg Executive/non
independent
24 23 n.a Na Na
Mr. Mukesh Aggarwal Executive/non independent 24 22 3 01 Na
Mr.Rakesh Aggarwal Non-Executive/Independent 24 08 2 Na 01
Mr. Ram Niwas Jain Non Executive/Independent 24 09 2 01 Na
Dr. S.S. Bansal Non-Executive/Independent 24 08 1 Na Na
Mr. Y. Harishankar Non-Executive/ Independent 24 23 n.a. 01 01
Mr..Kailash B.Goel Non-Executive/Independent 24 20 5 01 Na

 

Number of Board Meetings held and the dates on which held.

12( Twelve) Board Meetings were held during the year. The dates on which the meetings were held are as follows:

28.05.2004, 25.08.2004, 15.10.2004.26.10.2004, 23.11.2004, 08.12.2004, 18.12.2004, 02.01.2005, 28.01.2005, 24.02.2005, 10.03.2005, 22.03.2005, The maximum time gap between any two meetings was not more than three calendar months

Non of the Directors of your company was member of more than 10 committees nor was the Chairman of more than 5 committees across all the Public Limited Companies in which he was a Director.

Audit Committee

During the year, the Audit Committee, under the Chairmanship of Mr. Kailash B.Goel, has met three times per the minimum requirement of three meetings and discharged its responsibilities in accordance with Section 292A of the Companies Act,1956 and Clause 49 of the Listing agreement.

Audit Committee meetings

No of meetings held

No of meetings attended

Rakesh Aggarwal Chairman /Director

Ram Niwas Jain Member/Director

Mukesh Aggarwal Member/Director

3

3

3

3

3

3

Remuneration Committee

During the year under review, the Remuneration committee have met two times on 29 th May,2004 and 31 st March,2005.

Remuneration Committee Meetings No of meetings held No of meetings attended

Ram Niwas Jain,Chairman

Sham Sunder Bansal. Member

Y Hari Shankar,Member

2

2

2

2

2

2

Two the members of the Remuneration Committee are Non executive Independent Directors and the one member is Executive Director. The Remuneration Committee recommends to the Board of Directors specific remuneration packages for Executive Directors. The remuneration policy of the company is performance based and is in consonance with the existing industry practice.

Shareholders Grievance & Share Transfer Committee

The Shareholders Grievance & Share Transfer Committee comprises of three Directors-Mr.Y.Hari Shanker, Mr.H.R.Gupta and Mr. Praveen Garg. The Chairman of the Sharetransfer Committeee is a non executive Director.

The Shareholders grievance committee overseas the performance of the Registrar and Transfer Agents and recommends measures to improve the level of investor services

Means of Communication

Timely disclosure of consistent, comparable, relevant and reliable information on Corporate Financial performance is at the core of good Corporate Governance. Towards this end the un audited quarterly results are normally published in the leading newspapers in English and Hindi..

Listing of Shares

The company has come out with an IPO of 90,00,000 equity shares of Rs.10/-each at a premium of Rs.60/- through Book running system. The Shares of the company are actively listed and traded on :-
NATIONAL STOCK EXCHANGE OF INDIA LTD
Exchange Plaza, Bandra Kurla Complex,
Bandra(E).Mumbai-400 051

THE BOMBAY STOCK EXCHANGE LTD.,
25 TH FLOOR,P.J.TWER,DALAL STREET,
MUMBAI-400 001

Script Name is SPLIL, ISIN NO. INE978G01016 and the date of allotment is July 18,2005..

Registered Office

The registered office of the company is situated at the following address:

SPL INDUSTRIES LTD.,
(formerly Shivalik Prints Pvt Ltd.,)
5/66, 3 rd Floor, K.C, House,
Padam Singh Road, Karol Bagh,
New Delhi-110005.
Phone No.011-25789729,25716150.

In case of any complaint, the investors of the company can contact:-

Company Secretary & Compliance Officer,
MR.B.B.SHARMA
SPL INDUSTRIES LTD.,
3 RD FLOOR,K.C.HOUSE,
PADAM SINGH ROAD, KAROL BAGH,
NEW DELHI-110005
PH.011-25789729,25716150, 09350650900,
E mail: bbsharma@spllimited.com

Name of the Company:

SPL INDUSTRIES LTD.,
5/66, 3 rd Floor,K.C.House,
Padam Singh Road,
Karol Bagh, New Delhi-110005.
Corporate Office Plot No.21 Sector-6
Faridabad-121006

List of Stock Exchanges

NATIONAL STOCK EXCHANGE OF INDIA LTD
Exchange Plaza, Bandra Kurla Complex,
Bandra(E).Mumbai-400 051

THE BOMBAY STOCK EXCHANGE LTD.,
25 TH FLOOR,P.J.TWER,DALAL STREET,
MUMBAI-400 001

Address of Registrar and Transfer Agent

KARVY COMPUTERSHARES PRIVATE LTD“KARVY HOUSE
46, AVENUE  4,  STREET NO.1.
BANJARA HILLS,
HYDERABAD-500034
ANDHRA PRADESH (INDIA)
TEL. NO. 91-40233102545,
FAX NO. 91-402331968
E-mail: mailmanager@Karvy.com
Website: www.karvy.com

Contact us

MR.B.B.SHARMA
SPL INDUSTRIES LTD.,
3 RD FLOOR,K.C.HOUSE,
PADAM SINGH ROAD, KAROL BAGH,
NEW DELHI-110005
PH.011-25789729,25716150, 09350650900,
E mail: bbsharma@spllimited.com

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