You are here » Home » Companies ยป Company Overview » S P Apparels Ltd

S P Apparels Ltd.

BSE: 540048 Sector: Industrials
NSE: SPAL ISIN Code: INE212I01016
BSE 00:00 | 27 Jan 300.45 -3.30
(-1.09%)
OPEN

305.00

HIGH

314.25

LOW

295.30

NSE 00:00 | 27 Jan 303.05 -0.45
(-0.15%)
OPEN

305.45

HIGH

311.95

LOW

296.00

OPEN 305.00
PREVIOUS CLOSE 303.75
VOLUME 3480
52-Week high 530.00
52-Week low 295.05
P/E 7.41
Mkt Cap.(Rs cr) 754
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 305.00
CLOSE 303.75
VOLUME 3480
52-Week high 530.00
52-Week low 295.05
P/E 7.41
Mkt Cap.(Rs cr) 754
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S P Apparels Ltd. (SPAL) - Director Report

Company director report

To

The Members

The Directors of your Company are pleased to present the 17th Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements(Standalone & Consolidated) for the year ended 31st March 2022. The ManagementDiscussion and Analysis is also included in this Report.

FINANCIAL RESULTS

The Company's financial performance for the year ended 31st March 2022 is summarisedbelow: (includes discontinued operatons) (in Million)

PARTICULARS

STANDALONE

CONSOLIDATED

2021-22 2020-21 2021-22 2020-21
Sales and other income
Revenue from Operations 7670.51 5755.69 8594.21 6523.14
Other Income 93.70 11.19 94.95 13.76
Total 7764.21 5766.88 8689.22 6536.90
Profit before Interest & Depreciation 1555.48 973.80 1612.73 1057.22
Less : Interest 105.95 130.71 118.53 142.75
Depreciation 324.07 304.13 346.30 323.05
Profit Before Tax 1125.46 538.96 1147.90 591.42
Less : Taxation
Provision for Current Tax 287.17 160.75 291.52 167.49
Previous Period Tax (17.70) 4.59 (17.70) 4.59
Deferred Tax Expenses / (Credit) 23.99 (13.22) 27.15 (12.38)
Total Tax Expenses 293.46 152.12 300.97 159.70
Profit After Tax 832.00 386.84 846.92 431.72
Other comprehensive Income (Net of tax) 5.52 (85.53) 5.52 (85.53)
Minority Interest - - 0.77 0.34
Total Comprehensive Income 837.52 301.31 853.22 346.53

Review from Operations:

Garment Division:

The second wave of COVID-19 Pandemic during the month of Jan'21 in UK & Europe andIndia had an impact in our revenue and operations partly during first quarter of financialyear 2021-22.

In-spite of the disturbances caused the Garment divisior was able to tide over thesituation and was able to perform well during this financial year. The Garment division ofthe Company has shown better performance both in terms ol Growth & Margins. Thestrategies implemented to improve the capacities is yielding better results. Our strategytc increase the capacity by having double shift will also start yielding results inupcoming quarters. This gives us good confidence in growth of the garment division.

Retail Division

Financial year 21 - 22 has been a very tough year for the Retail division. The industryhas been undergoing very bad phase due to lockdown in stores where there was no sales fora period of 3 months. Even after the lockdown the walk- ins were very weak. Under thesecircumstances we have consolidated the non-performing stores and have reduced theoverhead considerably.

As planned we have hived off the retail division into a separate company and we haveadded two more brands under the retail portfolio. We have added a children's brand

(Angel & Rocket) a premium brand under S P Retail Ventures Limited and a brandnamed "HEAD" under the Retail Ventures portfolio which is an internationalbrand. The license was given to S P Retail Ventures Limited to manufacture and sell goodsin India under the brand HEAD. This is under the Athleisure segment.

We are confident that with brands like "Crocodile" "HEAD""Angel & Rocket" & "Natalia" our subsidiary Company SPRetail Ventures Limited will be able to get listed as a company on its own.

SP-UK

United Kingdom was disturbed and impacted due to second wave of COVID-19 Pandemic andalso due to the geopolitical situation in Europe. We had couple of orders pushed back andfor some orders we got delivery dates to extend. In spite of these tough conditions SP-UKwas able to deliver a revenue growth during the current financial year.

SP-UK is confident of revenue growth and have lined up with couple of new customers andit is improving the supplier base as well.

OPERATIONS

The Company achieved a total turnover of Rs. 7764.21 Million as against a turnover ofRs.5766.88 Million in the previous year. The Company's Profit Before Tax is Rs. 1125.46Million during the year as compared to Rs. 538.96 Million in the previous year anincrease of 108.81% over the last year. The Company earned a Net Profit of Rs. 832.00Million as against a Net Profit of Rs. 386.84 Million in the previous year.

There was no change in the nature of business of the Company during the financial yearended 31st March 2022.

DIVIDEND

Considering the need to conserve cash your Board of Directors has not recommended anydividend on the equity shares of the Company for the financial year 2021-2022.

TRANSFER TO RESERVES & SURPLUS

As at March 31 2022 the Company had reserves of Rs. 6044.32 Million. During the yearunder review the company has transferred Rs.837.52 Million to Other Equity (Generalreserve).

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend the provisions of Section 124 & 125of the Companies Act 2013 relating to transfer of Unclaimed dividend to InvestorEducation and Protection fund do not apply.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 472500000/- divided into47250000 Equity Shares of Rs. 10/- each and the issued subscribed and paid-up sharecapital of the Company as at 31.03.2022 stood at Rs.256926000/- divided into25692600 Equity Shares of Rs.10/- each.

WEBLINK OF ANNUAL RETURN

The Annual Return of the Company for the financial year 2021-22 as required underSection 92(3) of the Companies Act 2013 is available on the website of the Company at thelink http://www.s-p-apparels.com

CAPITAL EXPENDITURE

As on 31st March 2022 the gross fixed assets block stood at Rs.6800.45 Million andnet fixed assets block at Rs.4003.56 Million. Additions and Deletions to Fixed Assetsduring the year amounted to Rs. 402.79 Million and Rs. 29.77 Million respectively.

BOARD AND COMMITTEE MEETINGS CONDUCTED DURING THE PERIOD UNDER REVIEW

The details of meetings of Board of Directors and Committees thereof and the attendanceof the Directors in such meetings have been enumerated in the Corporate Governance Report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards. Such systems are found to be adequate and areoperating effectively. The Company has duly complied with Secretarial Standards issued bythe Institute of Company Secretaries of India in respect of the meeting of the Board ofDirectors (SS-1) and General Meetings (SS-2).

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from those standards;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

(c) the directors had taken proper and sufficient care 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) the directors had prepared the annual accounts on a going concern basis;

(e) the directors laid down internal financial controls to be followed by the Companyand such internal financial controls were adequate and operating effectively and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OTHER THANTHOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There were no instances of frauds identified or reported by the Auditors during thecourse of their audit pursuant to Section 143(12) of the Companies Act 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as stipulated in Section 149(6) ofthe Companies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and that their name is included in the databank as per Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules2014. During the year the Independent Directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board of directorsand Committee(s). The details of remuneration and /or other benefits of the Independentdirector are mentioned in the Corporate Governance Report. Further they have alsodeclared that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties with an objective independent judgment and without any external influence.

Based on the confirmation / disclosures received from the Directors and on theevaluation of the relationships disclosed the following Non-Executive Directors areIndependent:

Mr.V.Sakthivel Mr.A.S. Anand Kumar Mr.C.R.Rajagopal and Mrs.H.Lakshmi Priya

STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY EXPERTISE ANDEXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THEYEAR

The Board of Directors have evaluated the Independent Directors and opined that theintegrity expertise and experience (including proficiency) of the Independent Directorsis satisfactory.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION AND OTHERMATTERS PROVIDED UNDER SECTION 178(3) OF THE COMPANIES ACT 2013

The Company has formulated a policy on Nomination and Remuneration for its DirectorsKey Managerial Personnel and senior management including criteria for determiningqualifications positive attributes independence of a director and other matters pursuantto the provisions of Section 178 of the Companies Act 2013 and in terms of Regulation19(4) of the SEBI Listing Regulations. The

Nomination and Remuneration Policy of the Company can be accessed on the Company'swebsite at the link http:// www.s-p-apparels.com/assets/img/docs/SPL-NOMINATION-AND-REMUNERATION-POLICY.pdf

COMMENTS ON AUDITORS' REPORT

There are no qualifications reservations or adverse remarks or disclaimers made by

M/s. ASA & Associates LLP Statutory Auditors and Mr.M.D.Selvaraj proprietor ofMDS & Associates Secretarial Auditor in their respective reports.

There are no qualifications reservations or adverse remarks or disclaimers made byM/s.ASA & Associates LLP Statutory Auditors in their reports however Mr.M.D.Selvarajproprietor of MDS & Associates Secretarial Auditor has qualified that the Company hasnot filed the newspaper advertisement in which the financial results for the quartersended 30th September 2021 and 31st December 2021 were published to the stock exchanges asrequired under Regulation 30 (6) read with Clause 12 of Para A of Part A of Schedule IIIof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In replyyour directors wish to state that the compliance of the above regulation shall be ensuredin future.

MAINTENANCE OF COST RECORDS UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT2013

The maintenance of cost record as specified by the Central Government under Section148(1) of the Companies Act 2013 is applicable to the Company and accordingly the costaccounts and records are made and maintained. However the appointment of Cost Auditorunder the provisions of Section 148 is not applicable to the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013

The Company has given loans and made investments during the year under review and dulycomplied with the provisions of section 186 of the Companies Act 2013 and as requiredtherein the details of the loans and investments are annexed by way of notes to thefinancial statements. However the Company has not provided any guarantee or securityduring

the year under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year 202122 were in the ordinary course of business and on anarm's length basis. Since there are no transactions which are not on arm's length basisand material in nature the requirement of disclosure of such related party transactions inForm AOC-2 does not arise.

The Policy on Related Party Transactions as approved by the Board of Directors of theCompany has been uploaded on the Company's website and may be accessed through the link athttp://www.s-p-apparels.com/assets/img/docs/RPT-Policy. pdf

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Lockdown during the first quarter of the Financial year has impacted the turnover andprofitability of the Company to which the financial statements related and the Companyhas incorporated M/s.S.P.Retail ventures Limited a Wholly owned Subsidiary company formoving the retail operations of the Company.

Other than this there were no material changes and commitments affecting thefinancial position of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure-A andis attached to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT OF THE COMPANY

Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations theCompany has constituted a Risk Management Committee ("RMC") consisting of Boardmembers and senior

executives of the Company. The Company has in place a Risk Management framework toidentify evaluate business risks and challenges across the Company both at corporatelevel as also separately for each subsidiary. Pursuant to section 134(3)(n) of theCompanies Act 2013 & Regulation 17(9) of the SEBI (Listing Obligations and DisclosureRequirements) Rules 2015 the Company has framed an effective Risk Management Policy inorder to analyse control or mitigate risk. The board periodically reviews the risks andsuggests steps to be taken to control the same.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Board has formed a Corporate Social Responsibility Committee consisting ofMr.P.Sundararajan as Chairman of the Committee and Mrs.S Latha and Mr.V Sakthivel asMembers of the Committee. The Committee has formulated and recommended a Corporate SocialResponsibility Policy (CSR Policy) indicating the activities to be undertaken by theCompany as specified in Schedule VII of the Companies Act 2013 which has been approvedby the Board. The CSR policy may be accessed on the Company's website http://www.s-p-apparels.com/assets/img/docs/CSR%20 Policy.pdf.

The annual report on CSR activities is annexed in Annexure-B herewith.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statementspursuant to the provisions of the Companies Act 2013. They are prepared in accordancewith the Accounting Standards prescribed by the Institute of Chartered Accountants ofIndia in this regard. The Consolidated Financials also show a significant increase inRevenues as well as Profitability.

ANNUAL EVALUATION OF THE BOARD ON ITS OWN PERFORMANCE AND OF THE INDIVIDUAL DIRECTORS

In accordance with the evaluation criteria and procedure suggested by the Nominationand Remuneration Committee the Board of Directors evaluated the performance of the Boardhaving regard to various criteria such as Board composition

Board processes Board dynamics etc. The Independent Directors at their separatemeetings also evaluated the performance of non-independent directors and the Board as awhole based on various criteria. The performance of each independent Director wasevaluated by the entire board of directors on various parameters like engagementleadership analysis decision making communication governance etc. The Board and theIndependent Directors were of the unanimous view that performance of the Board ofDirectors as a whole was satisfactory.

The performances of all the Committees were evaluated by the Board having regard tovarious criteria such as committee composition committee processes committee dynamicsdegree of fulfillment of key responsibilities effectiveness of meetings etc. The Boardwas of the unanimous view that all the committees were performing their functionssatisfactorily.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr.S.Chenduran (DIN: 03173269) as a Non-executive Director retires by rotation at theAnnual General Meeting and being eligible offers himself for re-appointment. YourDirectors recommend his re-appointment.

Mr.S.Chenduran (DIN: 03173269) was appointed as Joint Managing Director of the Companyby the Board of Directors with effect from 11th August 2022 subject to the approval ofthe members at the ensuing Annual General Meeting. Accordingly necessary resolutionsproposing the appointment of Mr.S.Chenduran as Joint Managing Director of the Company hasbeen included in the Agenda of the Notice convening the Annual General Meeting for theapproval of the members.

Mrs.S.Shantha (DIN: 00088941) was appointed as Additional Director and Joint ManagingDirector of the Company by the Board of Directors with effect from 11th August 2022 andholds office up to the date of this Annual General Meeting. Accordingly necessaryresolutions proposing the appointment of Mrs.S.Shantha as Director and Joint ManagingDirector of the Company has been included in the Agenda of the Notice convening the AnnualGeneral Meeting for the approval of the members.

Key Managerial Personnel of the Company as required

pursuant to Section 2 (51) and 203 of the Companies Act. 2013 are

Mr.P.Sundararajan Chairman and Managing Director
Mr.S.Chenduran Joint Managing Director
Mrs.S.Shantha Joint Managing Director
Mrs.S.Latha Executive Director
Mr.V.Balaji Chief Financial Officer and
Mrs.K.Vinodhini Company Secretary.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES.

The Company has three subsidiary companies viz. Crocodile Products Private Limited andS.P.Apparels (UK) Private Limited and S.P Retail Ventures Limited.

The consolidated financial statements of the company and its subsidiaries were preparedin accordance with the applicable accounting standards have been annexed to the AnnualReport.

The annual accounts of the subsidiary companies are posted on the website of theCompany viz. http://www.s- p-apparels.com and will also be kept open for inspection by anyshareholder at the Registered Office of the Company.

A report containing the salient features of the subsidiaries as required under Section129(3) of the Companies Act 2013 has been annexed herewith in AOC - 1 and is attached asAnnexure-C to this report.

The Company has formulated a Policy for determining Material Subsidiaries. The Policymay be accessed at: http:// www.s-p-apparels.com

The Company does not have Joint Venture or Associate Company.

FIXED DEPOSITS

Since the Company has not accepted any fixed deposit covered under Chapter V of theCompanies Act 2013 there are no deposits remaining unclaimed or unpaid as on 31st March2022 and accordingly the question of default in repayment of deposits or payment ofinterest thereon during the year does not arise.

FINANCE

Prompt repayments facilitated by healthy cash flows elevated the standing of yourCompany. It enabled prudent application of funds and better negotiation strength. Thistrend is expected to continue.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

No significant and material order was passed by any Regulators that have any impact onthe going concern status and the operations of the Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The Audit Committee of the Board periodically reviewsthe Internal Financial Control Systems and their adequacy and recommends corrective actionas and when necessary to ensure that an effective internal control mechanism is in place.

The directors confirm that the Internal Financial Control (IFC) is adequate withrespect to the operations of the Company. A report of Auditors pursuant to Section143(3)(i) of the Companies Act 2013 certifying the adequacy of Internal Financial Controlis annexed with the Auditors Report.

AUDITORS

a) STATUTORY AUDITORS

M/s. ASA & Associates LLP (FRN 009571N/N500006) Chartered Accountants Chennai wereappointed as the Statutory Auditors of the Company for a period of five years at thetwelfth Annual General Meeting (AGM) of the Company held on 11th August 2017. The AuditCommittee and the Board has approved the re-appointment of M/s. ASA & Associates LLPfor the second term of five (5) years i.e. from the conclusion of the seventeenth AGMtill the conclusion of the twenty second AGM to be held in the year 2027.

The Company has received a certificate from the Statutory

Auditors to the effect that their re-appointment as the Statutory Auditors of theCompany would be within the limits prescribed under section 139 of the Companies Act2013

The necessary resolution seeking approval of the Members for their re-appointment hasbeen incorporated in the Notice to the AGM of the Company along with brief details aboutthem.

b) SECRETARIAL AUDITOR

The Board has appointed Mr.M.D.Selvaraj of M/s. MDS & Associates CompanySecretaries in Practice Coimbatore as the Secretarial Auditor of the Company for the year2022-23 to carry out the Secretarial Audit pursuant to the provisions of Section 204 ofthe Companies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

The report of the Secretarial Auditors for the financial year 2021-22 is annexed asAnnexure-D to this Report.

c) INTERNAL AUDITOR

The Board has appointed M/s. BM & Associates Chartered Accountants Coimbatore asInternal Auditors for the financial year 2022-23 pursuant to the provisions of Section 138of the Companies Act 2013.

EMPLOYEE WELFARE

The Employee Welfare Initiatives and practices followed by the Company is among thebest in the Corporate sector. The Company employs close to 12254.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has complied with the provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee has been set up to define thepolicy and redress complaints received. All employees (permanent contractual temporarytrainees) are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed ofduring the year 2021-22:

i. Number of complaints received - Nil

ii. Number of complaints disposed of - NA PARTICULARS OF EMPLOYEES

Statement pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed to Annexure-E attached to this report.

MANAGEMENT DISCUSSION & ANALYSIS

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a separate section on Management Discussion and Analysis Reportoutlining the business of your Company forms part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

At a time and age when enterprises are increasingly seen as critical components of thesocial system they are accountable not merely to their shareholders from a revenue andprofitability perspective but also to the larger society which is also its stakeholder.Business Responsibility Report describing the initiatives taken by the Company from anenvironmental social and governance perspective in the format as specified by SEBI videCircular CIR/CFD/ CMD/10/2015 dated November 04 2015 forms part of this Annual Report.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed and forms part of this report. The Companyhas complied with the conditions relating to Corporate Governance as stipulated inRegulation 27 of SEBI (Listing Obligation & Disclosure Requirements) Regulations2015.

AUDIT COMMITTEE

The Audit Committee of the Board of Directors has been duly constituted in accordancewith the provisions of Section 177 of the Companies Act 2013. The details relating to thecomposition meetings and functions of the Committee are set out in the CorporateGovernance Report forming part of this Annual Report. The Board has accepted the AuditCommittee recommendations during the year whenever required and hence no disclosure isrequired under Section 177(8) of the Companies Act 2013 with respect to rejection of anyrecommendations of Audit Committee by the Board.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has provided for adequate safeguards to deal with instances of fraud andmismanagement and to report concerns about unethical behaviour or any violation of theCompany's Code of Conduct. During the year under review there were no complaints receivedunder this mechanism. The policy can be accessed on the Company's website athttp://www.s-p-apparels.com/assets/img/docs/Vigil-

Mechanism-Policy_Revised.pdf

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 DURING THE YEAR

No applications has been made and no proceedings are pending against the Company underthe Insolvency and Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF.

The disclosure under this clause is not applicable as the Company has not undertakenany one-time settlement with the banks or financial institutions.

INDUSTRIAL RELATIONS

The relationship between the management and the employees at all levels during the yearunder review has been cordial and productive

CAUTIONARY NOTE

Certain statements in "management discussions and analysis" section may beforward looking and are stated as required by law and regulations. Many factors bothexternal and internal may affect the actual results which could be different from whatthe directors envisage in terms of performance and outlook.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the contribution made byall the employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers suppliers and bankers for their continued support and faith reposed in theCompany.

For and on behalf of the Board of Directors
P. Sundararajan
Place : Avinashi Chairman and Managing Director
Date : 11.08.2022 DIN : 00003380

.