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SPS International Ltd.

BSE: 530177 Sector: Others
NSE: N.A. ISIN Code: INE758B01013
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OPEN 5.93
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VOLUME 551
52-Week high 8.66
52-Week low 4.10
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
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SPS International Ltd. (SPSINTL) - Director Report

Company director report

To

The Shareholders

The Board of Directors hereby presents its 27thDirector's Report on business and operations of the Company along with StandaloneAudited Financial Statements for the Financial Year ended on 31st March 2020.

1. STATE OF COMPANY'S AFFAIR

The Company is focused on growth and achieving profitability along witha renewed commitment to enhance quality and customer service and to reduce costs.Innovations investment and positive modifications are expected in the near futureboosting the Company's revenues. Together with forward looking strategy the Company isalso focusing extensively on expanding the business and operational improvements throughvarious strategic projects for operational excellence and cost cutting initiatives.

2. FINANCIAL RESULTS

The Financial performance of the Company for the financial year ended31st March 2020 is summarized below:-

Particulars

For the year Ended

31st March 2020 31st March 2019
Total Revenue (I) 2781.45 4704.78
Total Expenses (II) 2825.45 4425.19
Profit Before Exceptional Tax & Extraordinary Item 44 279.59
Tax Expenses:
- Current Tax 16.53 68.97
- Deferred Tax Liability(Net) (1.83) 4.64
- Income Tax Earlier Year - -
- MAT Credit - 5.18
Profit After Tax 58.70 200.80
Earnings Per Share (EPS) 1.82 6.22

3. OPERATIONAL PERFORMANCE

During the period the company earned total revenue of Rs. 2781.45/-lakhs for the year ended 31st March

2020 as against Rs. 4704.78/- lakhs for the year ended 31stMarch 2019. The Company earned a profit of Rs. 58.7/- lakhs during the year ended 31stMarch 2020 as against profit of Rs. 200.8/- lakhs in previous year ended 31stMarch 2019.

4. DIVIDEND

The Company does not recommend any dividend for the relevant financialyear ending on March 31 2020 and the directors are hopeful for better results in enduingfuture.

5. RESERVES AND SURPLUS

The company has not transferred any amount to Reserve and Surplus.

6. IMPACT OF COVID-19

In the light of the COVID-19 epidemic which has been declared apandemic the Company has been taking precautionary measures to protect the business andemployees. Critical response teams have been setup across the organization to planscenarios and respond in an agile manner to rapidly changing situation. To ensure thesafety and well-being of the employees all recommended precautions against COVID-19 havebeen taken which includes work from home policy for eligible employees restrictions ontravel minimizing contacts in public health advisory to employees following State andCentral government directives issued in this regard from time to time.

7. SHARE CAPITAL

During the year under review the share capital of the company remainsunchanged and the company has also not issued any equity shares with differential rightsand sweat equity shares.

8. LISTING OF SECURITIES

The Company is listed on Bombay Stock Exchange Limited.

The Annual listing fees for the Financial year 2019-20 have been paidto the Stock Exchange.

9. DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review the Company does not have any SubsidiaryAssociate or Joint Venture Company.

Further no Company has become/ceased to be a Subsidiary joint ventureor associate during the financial year 2019-20.

10. BRANCHES OF THE COMPANY

During the period under review the Company doesn't have anyBranch Office.

11. DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was payable oroutstanding as on 31st March 2020.

The company has neither accepted nor renewed any deposits falling underchapter V of the Companies Act 2013.

12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S188(1)

The particulars of every contract or arrangements entered into by theCompany if any with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto are disclosed in Form AOC -2 as Annexure-I

13. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED /RESIGNED DURING THE YEAR

LIST OF DIRECTORS AS ON 31st MARCH 2020*:

S. No. Name Designation
1. Surendra Kumar Jain Managing Director
2. Radha S Nair Additional Whole Time Director
3. Shreyans Kumar Patni Non-Executive & Independent Director
4. Ramesh Chand Jain Non-Executive & Independent Director

LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31st MARCH 2020:

S. No. Name Designation
1. Surendra Kumar Jain Managing Director
2. Tanush Jain Chief Financial Officer
3. Gaurav Bajpai** Company Secretary and Compliance Officer

During the period under review the following changes occurred in the Position ofDirectors/ KMPs of the Company.

*Ms. Chandni Arora has been appointed as an Additional Non-ExecutiveIndependent Director w.e.f. 15th July 2020.

*Ms. Komal Jain has resigned from the post of Company Secretary andCompliance Officer w.e.f. 15th July 2019

*Mr. Rahul Chauhan has been appointed as a Company Secretary andCompliance Officer w.e.f 16th July 2019. He has resigned from the post of CompanySecretary and Compliance Officer w.e.f. 17th September 2019

*Mr. Gaurav Bajpai has been appointed as a Company Secretary andCompliance Officer w.e.f. 17th September

2019

*Ms. Shikha Jain Resigned from the post of Additional Non-ExecutiveDirector w.e.f. 28th February 2020.

* Ms. Monal Gupta has resigned from the post of Independent Directorw.e.f. 28th February 2020.

* Mr. Ankur Jain and Mr. Madhur Jain have resigned from the post ofWhole Time Directors w.e.f. 01st November 2020.

* Ms. Radha S Nair was appointed as an Additional Director (Executiveand Wholetime) w.e.f. 01st November

2019.

14. MEETINGS HELD DURING THE F.Y. 2019-2020

The Agenda and Notice of the Meetings were circulated well in advanceto the respective Directors. During the year under review 13 (Thirteen) Board Meetings 4(Four) Audit Committee Meetings 4 (Four) Stakeholders Relationship Committee Meetings 4(Four) Nomination and Remuneration Committee meeting 1 (One) Independent DirectorsMeeting and 1(One) Internal complaint committee were convened and held. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013i.e. the maximum interval between any two meetings did not exceed 120 days.

15. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31stMarch2020:

a) AUDIT COMMITTEE:

In compliance with the provisions of Section 177 of the Companies Act2013 the primary objective of the audit committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurately andtimely disclosures with the highest levels of transparency integrity and quality offinancial reporting. The composition of Audit Committee of the Company is as following:

S. No. Name of Member Designation Category
1. Shreyans Kumar Patni Chairperson Non- Executive & Independent Director
2. Monal Gupta* Member Non- Executive & Independent Director
3. Ramesh Chand Jain Member Non- Executive & Independent Director

* Ms. Monal Gupta has resigned from the Company w.e.f. 28thFebruary 2020.

*Ms. Radha S Nair became member of the Committee w.e.f. 1stApril 2020.

The Board has accepted all the recommendations proposed by auditcommittee during the Financial Year.

b) NOMINATION AND REMUNERATION COMMITTEE:

In compliance with provisions of 178(1) of the Companies Act 2013 thepurpose of the committee is to screen and review individuals qualified to serve asexecutive directors non-executive directors and independent directors and to review theirremuneration consistent with criteria approved by the Board and to recommend forapproval by the Board of the Board. The composition of Nomination and RemunerationCommittee of the Company is as following:

S.No. Name of Member Designation Category
1. Shreyans Kumar Patni Chairperson Non- Executive & Independent Director
2. Monal Gupta* Member Non- Executive & Independent Director
3. Ramesh Chand Jain Member Non- Executive & Independent Director

* Ms. Monal Gupta has resigned from the Company w.e.f. 28thFebruary 2020.

*Ms. Chandni Arora became member of the Committee w.e.f. 15thJuly 2020.

c) SHAREHOLDER'S GRIEVANCE COMMITTEE:

In compliance with provisions of 178(5) of the Companies Act 2013 thepurpose of the committee is to assist the Board and the Company in maintaining healthyrelationships with all stakeholders. The composition of Shareholder's RelationshipCommittee of the Company is as following:

S. No. Name of Member Designation Category
1. Shreyans Kumar Patni Chairperson Non- Executive & Independent Director
2. Ramesh Chand Jain Member Non- Executive & Independent Director
3. Monal Gupta* Member Non- Executive & Independent Director
4. Surendra Kumar Jain Member Executive Director

* Ms. Monal Gupta has resigned from the Company w.e.f. 28thFebruary 2020.

d) INTERNAL COMPLAINT COMMITTEE

In compliance with provision of Section 4 (1) of the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 the purpose ofthe committee is to address the complaints raised by women employee relating to sexualharassment at workplace. The composition of Internal Complaint Committee of the Company isas following:

S.No. Name of Members Designation Category
1. *Monal Gupta Chairperson Non-Executive & Independent Director
2. Gaurav Bajpai Member Company Secretary
3. Ramesh Chand Jain Member Non-Executive & Independent Director
4. Shreyans Kumar Patni Member Non-Executive & Independent Director

* Ms. Monal Gupta has resigned from the Company w.e.f. 28thFebruary 2020.

*Ms. Radha S Nair became Chairperson of the Committee w.e.f. 1stApril 2020.

16. DECLARATION BY INDEPENDENT DIRECTOR

The Independent Directors have submitted their declarations ofindependence as required pursuant to provisions of section 149(7) of the Act statingthat they meet the criteria of independence as provided in subsection (6) and Regulation25 of Listing Regulations.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR

In terms of regulation 25(7) of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 the Company familiarizes the Directors abouttheir role and responsibility at the time of their appointment through a formal letter ofappointment. All new independent directors inducted into the Board attend an orientationprogram. Presentations are regularly made at the meetings of the Board and its variousCommittees on the relevant subjects. The details of programs for familiarization ofIndependent Directors can be accessed on the Company's website.

18. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act2013 the Directors hereby confirm that:

1. ) In the preparation of annual accounts for the financial year ended31st March 2020 the applicable

accounting standards have been followed along with proper explanationrelating to material departures;

2. ) The Directors have selected such accounting policies and appliedthem consistently and made judgments

and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Companies as at 31st March 2020 andof the loss of the Company for the period ended on that date;

3. ) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

4. ) The Directors have prepared the annual accounts on a going concernbasis;

5. ) The Directors have laid down proper internal financial controls tobe followed by the company and such

internal financial control and adequate and were operating effectively;and

6. ) The Directors had devised proper system to ensure compliance withthe provisions of all applicable laws

and such systems are adequate and operating effectively.

19. CORPORATE GOVERNANCE REPORT

The Company is complying with all the mandatory provisions of CorporateGovernance of SEBl (Listing Obligations and Disclosure Requirements) Regulations 2015with the BSE Ltd. As per Regulation 34 read with Schedule V of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 a Report on the Corporate Governance isenclosed as Annexure-ll.

20. BOARD EVALUATION

In pursuant to applicable Sections of Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board inconsultation with its Nomination and Remuneration Committee has formulated a framework andcriteria to evaluate the performance of the entire Board of the Company its Committee andIndividual Director including Independent Directors.

The Nomination and Remuneration Committee has carried out theevaluation of every Director's performance (including Independent Director).

The Independent Directors has met separately without any presence ofNon-Independent Director and member of management to discuss the performance ofNon-Independent Directors and Board as a whole.

21. SECRETARIAL AUDIT

As required under Section 204 (1) of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 the Company has appointed M/s GA & Associates Company Secretaries LLP toconduct the Secretarial Audit for the Financial Year 2019-20.

The Company has complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Board and General Meetings.

The Secretarial Audit Report received from them forms part of AnnualReport attached as Annexure III.

22. SECRETARIAL AUDITORS' REPORT

There are no qualifications reservations or adverse remarks made inthe Secretarial Auditors' Report. The observations made by the Secretarial Auditorsare self-explanatory.

23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186OF THE COMPANIES ACT 2013

The details of Loans and Investments covered under the provisions ofSection 186 of the Act are given in the Notes to the Financial Statements forming part ofAnnual Report. The Company has not provided any guarantees during the Financial Year.

24. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in form MGT-9as required under Section 134(3) of the Companies Act 2013 is included in this report asAnnexure -IV and forms integral part of this report.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY

There have been no material changes and commitments affecting thefinancial position of the company which have occurred between the end of the financialyear of the Company to which the financial statements relate and till the date of thisannual report.

27. PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is as under:

(i). The ratio of remuneration of each director to the medianremuneration of the employees of the Company for the financial year 2019-20:

S. No. Directors Ratio to median remuneration
1. Mr. Surendra Kumar Jain 0.85:1
2. Mr. Ankur Jain 2.97:1
3. Mr. Madhur Jain 2.97:1
4. Ms. Radha S Nair 1.76:1
5. Mr. Ramesh Chand Jain Nil
6. Mr. Shreyans Kumar Patni Nil

(ii) . There has been 14.82% increase in the remuneration of CompanySecretary in the financial year 2019-20.

(iii) . There has been 45.97% increase in the median remuneration ofemployees in the financial year 2019-20.

(iv) . The total number of permanent employees on the rolls of theCompany during the financial year was- 7.

(v) . The total remuneration paid to employees for the Financial Year2019-20 was Rs. 3394732/- as compared

to Rs. 7374786/- in the Financial Year 2018-19 whereas totalremuneration paid to Managerial personnel for the Financial year 2019-20 was Rs. 959101as compared to Rs. 2190000/- in Financial year 2018-19.

(vi) . The Company affirms that remuneration given is as per theremuneration policy of the Company.

The information as per Section 197 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is attached herewith asAnnexure V.

However as per the provisions of Section 136 of the Act the Reportand Accounts are being sent to all the members excluding the information on particulars ofemployees which is available for inspection by the members at the Registered Office of theCompany during business hours on working days of the Company up to the date of the ensuingAnnual General Meeting.

28. CHANGE IN THE NATURE OF BUSINESS

There has been no change in nature of business during the financialyear under review.

29. STATUTORY AUDITORS

M/s. DSRV and CO LLP [Firm Registration No. 006993N] CharteredAccountants had been appointed as the Statutory Auditors of the Company from theconclusion of the 26th Annual General Meeting (‘AGM') held on 30thSeptember 2019 upto the conclusion of the 31st AGM to be held in the year2023 subject to ratification of their appointment at every AGM. However pursuant to theCompanies (Amendment) Act 2017 which was notified on 7th May 2018 the provisionrelated to ratification of appointment of auditors by Members at every AGM has been doneaway with.

30. STATUTORY AUDITORS' REPORT

There are no qualifications reservations or adverse remarks made inthe Statutory Auditors' Report. The observation made by the Statutory Auditors isself-explanatory and do not require any further clarifications. The Statutory Auditorshave not reported any incident of fraud to the Audit Committee of the Company in the yearunder review.

31. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENTAND REMUNERATION) RULES 2014

No Directors/employees of the Company was in receipt of amountexceeding a salary of Rs. 1000000/- per month or more when employed for a part of thefinancial year and Rs. 12000000/- per annum or more when employed for whole of theyear under the provision of Rule 5 (2) & (3) of The Companies (Appointment AndRemuneration) Rules 2014 as amended from time to time.

32. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it hasbuilt an open transparent and meritocratic culture to nature this asset. The company haskept a sharp focus on Employee Engagement. The Company's Human Resources iscommensurate with the size nature and operation of the Company. It looks at theemployee's entire life cycle to ensure timely interventions and help build along-lasting and fruitful career.

33. CORPORATE POLICY

We seek to promote and follow the highest level of ethical standards inour business transactions. The SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 mandated the formulation of certain policies for all listed companies.All the policies are available on the website of the Company.

The Policies are reviewed periodically by the Board and updated on thebasis of need and new Compliance.

The Key Policies are as follows:

Name of the Policy Brief Description
Vigil Mechanism/Whistle Blower Policy The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally. The Company is committed to the highest possible standard of openness probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company does not tolerate any form of victimization and takes appropriate steps to protect a whistle blower that raises a concern in good faith and treats any retaliation as a serious disciplinary action.
The Company protects the identity of the Whistle blower if the Whistle blower so desires however the whistle blower needs to attain any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process. If circumstances so require the employee can make a complaint directly to the Chairperson of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Chairperson and Managing Director and Whole-time Directors of the Company for raising any concerns. Mr. Gaurav Bajpai Company Secretary is the Compliance Officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.
Risk Management Policy The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.
Appointment and Remuneration of Directors KMP and other Employees Policy The Board on the recommendation of Nomination and Remuneration Committee has framed a policy on Directors' Appointment and Remuneration including criteria for determining qualifications positive attributes independence of a director and relating to remuneration for the Directors Key Managerial Personnel and Other Employees in terms of sub-section (3) of section 178 of the Companies Act 2013. The Remuneration Policy is available on the Company's website.
Sexual Harassment Policy As required under the Sexual Harassment of women at Workplace (Prohibition Prevention and Redressal) Act 2013 the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith.

34. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

The Board confirms that no complaints/ cases has been filed / pendingwith the Company under the Prevention of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 during the financial year 2019-20.

35. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to theCompany for the Financial year 2019-20.

36. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The disclosure as per Rule 9 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable as Company is not covered under thecriteria mentioned in Section 135(1) of the Companies Act 2013.

37. EMPLOYEE STOCK OPTIONS DETAILS

During the year under review the Company has no Employee's StockOptions schemes.

38. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Reportfor the year ended31st March 2020 and is annexed as Annexure-VI of this AnnualReport for the reference of the stakeholders.

39. INTERNAL AUDIT & CONTROL

The Company's internal control system is designed to ensureoperational efficiency protection and conservation of resources accuracy and promptnessin financial reporting and compliance with laws and regulations. The internal controlsystem is supported by an internal audit process for reviewing the adequacy

and efficacy of the Company's internal controls including itssystems and processes and compliance with regulations and procedures.

Further pursuant to Section 138 of the Companies Act 2013 and theCompanies (Accounts) Rules 2014 Mr. Surendra Kumar Jain Managing Director who is also aChartered Accountant is the internal auditor of the Company who is performing all theduties as required to perform by the internal auditor under the Companies Act 2013.

40. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

In view of the nature of the activities carried out by the CompanySection 134(3)(m) of the Companies Act 2013 read with Companies (Accounts) Rules 2014relating to conservation of energy and technology absorption are not applicable to theCompany. During the year under review the Company had no earnings and expenditure inforeign exchange.

41. ACKNOWLEDGEMENT AND APPRECIATION

Yours Directors would like to express their grateful appreciation forassistance and cooperation received from the Banks Government Authorities CustomersVendors and Members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services of the Executivesstaff and workers of the Company at all levels.

By the order of the Board For SPS International Limited

CORPORATE GOVERNANCE REPORT

SPS International Limited (SPS) believes in adopting best practices inthe area of Corporate Governance and follows the principles of full transparency andaccountability.

SPS has been practicing the broad principles of Corporate Governancewithin the regulatory framework. While following the Corporate Governance principles SPSlays strong emphasis on trusteeship transparency accountability and integrity in allfacets of its operations and in all its interactions with shareholders employeesGovernment and its customers.

The Company has complied with the requirements of the CorporateGovernance in terms of Listing Agreement executed with BSE Limited and SEBl (ListingObligations and Disclosure Requirements) Regulations 2015.

A. COMPANY INFORMATION
1. NAME OF THE ENTITY: SPS International Limited
2. SCRIP CODE: 530177
3. DATE OF START OF FINANCIAL YEAR: 01st April 2019
4. DATE OF END OF FINANCIAL YEAR: 31st March 2020
5. REPORTING YEAR: March 2020
6. REGISTERED OFFICE: Plot No. F 6-7 FIT Sector 57 Faridabad Haryana- 121004
7. WEBSITE/E-MAIL: www.spsintl.co.in/radhamony.nair@gmail.com

B. BOARD MATTERS

1. BOARD OF DIRECTORS

The Company has an active experienced and a well-informed Board. TheBoard along with its Committees undertakes its fiduciary duties keeping in mind theinterests of all its stakeholders and the Company's corporate governance philosophy.The following are the details of Director as on 31st March 2020:

Number of Directors at the end of Quarter/Year 4
Number of Executive Director 2
Number of Non-Executive Director 2
Number of Women Director 1
Number of Independent Director 2

2. INDEPENDENT DIRECTORS

All the Independent Directors of the Company have been appointed as perthe provisions of the Act Listing Regulations and the Governance Guidelines for BoardEffectiveness adopted by the Company. Formal letters of appointment have been issued tothe Independent Directors. The terms and conditions of their appointment have beendisclosed on the website of the Company.

None of the Independent Directors on the Board serve as an IndependentDirector in more than seven listed companies. All Directors are also in compliance withthe limit of Independent Directorships of listed companies as prescribed in Regulation 25(1) of the Listing Regulations. The Managing Director of the Company does not serve as anIndependent Director in any listed company.

During the year One meeting of Independent Directors of the Companywithout the presence of NonIndependent Directors and members of management were held on 20thMarch 2020 as required under Schedule IV to the Act (Code of Independent Directors) andRegulation 25(3) of the Listing Regulations. At their meeting the Independent Directorsreviews the performance of Non-Independent Directors and the Board as a whole performanceof the Chairperson and also assesses the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

Composition and Attendance

Name of the Member No. of Meeting Held No. of meetings Attended
Mr. Shreyans Kumar Patni 1 1
Mr. Ramesh Chand Jain 1 1

3. COMPOSITION OF THE BOARD

The Composition of the Board is in conformity with Regulation 17 ofListing Regulations as well as the Companies Act 2013.

Name of the Directo r DIN/PAN Category (Executive / NonExecutive / Nominee) Date of Appointme nt in Current term Tenure( i n months ) No of Direc torsh ip in liste d entit ies incl udin g this liste d entit y No of membership s in Audit/ Stakeholder / Nomination Committee(s ) including this listed entity No of post of Chairperson in Audit/ Stakeholder/ Nomination Committee held in listed entities including this listed entity
Surendra Kumar Jain 00088064 MD 01/02/2017 60 1 1
Shreyan s Kumar Patni 00118269 NEID 30/09/2015 60 1 3 3
Radha S Nair 00088213 WD 01/11/2019 60 1 - -
Ramesh Chand Jain 0320822 6 NEID 30/09/2015 60 1 3 -
Chandni Arora 08794381 NEID 15/07/2020 60 -

[NEID - Non-Executive Independent Director MD - Managing Director WD- Whole-time Director]

4. DIRECTORSHIP IN OTHER COMPANIES

S.No. Director's Name Company Name
1. Surendra Kumar Jain SPS Infratech Private Limited
2. Radha S Nair Suku Jain Associates Limited
SPS Edutech Limited
3. Shreyans Kumar Patni Shreyans Auto and Components Private Limited

5. SHAREHOLDING OF DIRECTORS

S. No. Name of the Director No. of Ordinary Shares held % of Paid up Capital
1. Surendra Kumar Jain 72000 2.23
2. Shreyans Kumar Patni 0 0
3. Radha S Nair 0 0
4. Ramesh Chand Jain 0 0
5. Chandni Arora 0 0

6. BOARD MEETINGS

During the financial year under review 13 Board Meetings were held.The Last Annual General Meeting was held on 30/09/2019.

The attendance of Directors at the Board Meetings held during thefinancial year under review as well as in the last Annual General Meeting is as under:

S. No. Name

DIN

Category

No. of Board Meeting

Attended last AGM (30/09/2019)
Held Attende d
1. Surendra Kumar Jain 00088064 MD 13 10 Yes
2. Shreyans Kumar Patni 00118269 NEID 13 13 Yes
3. Monal Gupta 01062286 NEID 13 10 Yes
4. Madhur Jain 01526237 WD 13 08 Yes
5. Ramesh Chand Jain 03208226 NEID 13 13 Yes
6. Ankur Jain 00088666 WD 13 06 Yes
7. Shikha Jain 03457584 NED 13 02 No
8. Radha S Nair 00088213 WD 13 03 No

[NEID - Non-Executive Independent Director MD - Managing Director WD- Whole-time Director NED-Non Executive Director]

7. COMMITTEES OF THE BOARD

In terms of the Listing Regulations the Board of the Company hasconstituted the following Committees:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders Relationship Committee

• Internal Complaints Committee

a. Audit Committee

The brief description of terms of references of Audit Committee is asunder:-

• Overseeing the Company's financial reporting process andthe disclosure of its financial information to ensure the financial statements arecorrect sufficient and credible.

• Recommending the appointment /re-appointment of external andinternal auditors tax auditors and fixation of statutory audit fees internal audit feesand tax audit fees and also payment of any other services.

• Review with management the annual financial statements beforesubmission to the Board.

• Review quarterly un-audited/audited financial results/quarterlyreview reports.

• Review the financial statements in particular of the investmentsmade by the unlisted subsidiary companies.

The Composition of the Audit Committee is in line with the provision ofSection 177 of the Companies Act 2013 and Regulation 18 of Listing Regulations. Themembers of the Audit Committee are financially literate and have requisite experience infinancial management. Mr. Shreyans Kumar Patni Non-Executive Independent Director is theChairperson of the Committee. The Company Secretary acts as Secretary to the Committee.

The followings are the members and their attendance at the CommitteeMeetings held during the financial year ended 31st March 2020:-

S. No. Name of Director Designation

No. of Meetings

Held Attended
1. Shreyans Kumar Patni Chairperson 4 4
2. Monal Gupta Member 4 4
3. Ramesh Chand Jain Member 4 4

During the Financial year ended 31st March 2020 the Audit Committeemet 4 times.

b. Nomination and Remuneration Committee

The Board of Directors of the Company has constituted a Nomination andRemuneration Committee which amongst others is responsible for determining theCompany's policy on specific remuneration package for Director/KMPs and otheremployees of the Company.

The brief description of term of reference of this committee amongstothers includes the following:-

• To identify persons who are qualified to become Directors andwho may be appointed in Senior Management Personnel in accordance with the criteria laiddown and to recommend to the Board their appointment and/or removal.

• To formulate the criteria for evaluation of performance ofIndependent directors and the Board of Directors.

• To formulate the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for directors key managerial personnel and other employees.

• To carry out evaluation of every director's performance.

• To perform such other functions as may be necessary orappropriate for the performance of industries.

The following are the members of the Committee and their attendance atthe Committee Meetings during the financial year ended 31st March 2020.

S. No. Name of Director Designation

No. of Meetings

Held Attended
1. Shreyans Kumar Patni Chairperson 4 4
2. Monal Gupta Member 4 4
3. Ramesh Chand Jain Member 4 4

During the Financial year ended 31st March 2020 the Nomination andRemuneration Committee met 4 times. Remuneration of Directors:

Criteria of making payments to Non- Executive Directors:

The Company has adopted a Remuneration Policy for Directors KeyManagerial Personnel and other Employees regulated by the Nomination and RemunerationCommittee of the Board. The Non-Executive Directors are entitled to sitting fees forattending Meeting of the Board and its Committees. The remuneration to the ManagingDirector and Whole- Time Director is paid on the scale determined by the Nomination andRemuneration Committee/Board of Directors within limits approved by the shareholders atthe General Meeting.

The details of remuneration paid to the Executive and Non-ExecutiveDirectors during the financial year 2019-20 are given below:-

S. No. Name of Director Salary Allowances Sitti ng Fee s Total
1. Surendra Kumar Jain 274500 274500
2. Madhur Jain 640325 640325
3. Shreyans Kumar Patni 12000 12000
4. Monal Gupta 10500 10500
5. Ramesh Chand Jain 12000 12000
6. Ankur Jain 640325 640325
7. Shikha Jain
8. Radha S Nair 209150 209150

c. Stakeholders Relationship Committee/Stakeholder Grievance Committee

The composition of Stakeholders Relationship Committee is in complianceof the provisions of Section 178 of the Companies Act 2013 and Regulation 20 of theListing Regulations. This Committee looks into the transfer and transmission ofshares/debentures/bonds etc. issue of duplicate share certificates issue of shares onrematerialization consolidation and sub division of shares and investors'grievances. This Committee particularly looks into the investors' grievances andoverseas the performance of Share transfer agent and to ensure prompt and efficientinvestors' services.

During the Financial year ended 31st March 2020 the StakeholdersRelationship Committee met 4 times.

The followings are the members and their attendance at the CommitteeMeeting:

S.No Name of Director Status

No. of Meetings

Held Attended
1. Shreyans Kumar Patni Chairperson 4 4
2. Monal Gupta Member 4 4
3. Ramesh Chand Jain Member 4 4
4. Surendra Kumar Jain Member 4 4

Details of Shareholder Complaints:

Number of Shareholders' complaints received during the year 0

Number of complaints not resolved to the satisfaction of shareholders 0

Number of pending complaints 0

Name designation and address of the Compliance Officer

Name of designated officer: Gaurav Bajpai (Company Secretary andCompliance Officer)

Address: Plot No. F 6-7 FIT Sector 57 Faridabad Haryana - 121004

Tel. No.: 9810568630

Email: radhamony.nair@gmail.com

d. Internal Complaints Committee

The Internal Complaints Committee (ICC) is formed according to theprovisions of the The Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The ICC's twin functions are:

• To hear and address complaints regarding sexual harassment atthe workplace and

• To spread awareness about gender-related issues and functioningof the ICC.

The followings are the members and their attendance at the CommitteeMeeting:

S. No. Name of Director Status

No. of Meetings

Held Attended
1. Mr. Shreyans Kumar Patni Member 1 1
2. Mr. Ramesh Chand Jain Member 1 1
3. Ms. Monal Gupta* Chairperson 1 0
4. Mr. Gaurav Bajpai Member 1 1

• Ms. Monal Gupta resigned from the post of Directorship w.e.f. 28thFebruary 2020.

• Ms. Radha S Nair was appointed as the Chairperson of theCommittee w.e.f. 1st April 2020.

There is no complaint received from any of the employees of theorganization as per the report given by the management.

1. GENERAL BODY MEETING

Location and time where Annual General Meeting held in last 3 years isgiven below:

Year Location Date Time Special Resolution
2019 Plot No. 197 Sector-68 Faridabad Haryana- 121004 30/09/2019 12:00 P.M. Nil
2018 93-B DLF Industrial Estate Faridabad Haryana-112003 25/07/2018 11:00 A.M. Nil
2017 93-B DLF Industrial Estate Faridabad Haryana-112003 29/09/2017 10:00 A.M. Nil

No Special Resolution was passed in the previous three annual generalmeetings. No resolution was put through postal ballot during 2019-20. At present theCompany has not proposed any special resolution through postal ballot.

2. MEANS OF COMMUNICATION

a) Quarterly results

The quarterly/ half-yearly/ annual financial results are regularlysubmitted to the Stock Exchanges where the securities of the Company are listed pursuantto the Listing Regulations requirements and are published in the newspapers. The financialresults are displayed on the Company's website www.spsintl.co.in.

b) Newspapers wherein results normally published

The quarterly/ half-yearly/ annual financial results are published inFinancial Express and Jansatta.

c) Website where displayed

The financial results and the official news releases are also placed onthe Company's website www.spsintl.co.in.

d) Whether website also displays official news release

The Company has maintained a functional website www.spsintl.co.incontaining basic information about the Company e.g. details of its business financialinformation shareholding pattern codes compliance with corporate governance contactinformation of the designated officials of the Company who are responsible for assistingand handling investor grievance etc.

3. GENERAL SHAREHOLDERS' INFORMATION

a. Date time and venue of Annual General Meeting

The Annual General Meeting will be held on Wednesday the 30thDay of September 2020 at 03:00 P.M. at Plot No. 197 Sector-28 I.M.T. FaridabadHaryana - 121004

b. Financial Year

1st April 2019 to 31st March 2020

c. Depositories

Central Depository Services Limited

25th Floor A Wing Marathon Futurex Mafatlal Mills Compound NM JoshiMarg Lower Parel (E) Mumbai -400013

Toll Free: 1800225533.

National Securities Depository Limited

Trade World A wing 4th Floor Kamala Mills Compound Lower ParelMumbai - 400013 Contact- (022) 2499 4200

d. Name and address of Stock Exchanges at which the Company'ssecurities are listed

Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers Dalal Street

Mumbai - 400 001 Tel : +91-22-22721233 Fax : +91-22-22723121

The Company has paid the listing fees to the above Stock Exchange (s)for the financial year 2019-20.

e. Stock Code

530177

f. In case the securities are suspended from trading reason thereof:

Not applicable since the securities of the Company have not beensuspended from trading.

g. Registrar and Share Transfer Agents (RTA):

Beetal Financial & Computer Services Private Limited

99 Beetal House 3rd Floor Madangir Behind Local Shopping Centre NewDelhi- 110001 Ph. 011-29961281-283 26051061 26051064

h. Distribution of shareholdings as on 31st March 2020

No. of Equity held (Rs.) No. of Shareholder s % of Shareholder s No of Shares Shares Amount % of Shareholdin g
Up to 5000 1962 80.04 329699 3296990 10.2204
5001-10000 228 9.30 192301 1923010 5.9612
10001-20000 121 4.93 201059 2010590 6.2326
20001-30000 48 1.95 120951 1209510 3.7494
30001-40000 16 0.65 56651 566510 1.7561
40001-50000 24 0.97 111743 1117430 3.4639
50001-100000 23 0.93 171138 1711380 5.3051
100001 and above 29 1.18 2042358 20423580 63.3113
Total 2451 100 3225900 32259000 100

i. Shareholding pattern as on 31st March 2020:

S. No. Category No. of shares held % of Shareholding
A. Promoter and Promoter Group 1437465 44.56
B. Public Shareholding 1788435 55.44
Body Corporates 143534 4.45
Individual shareholders holding nominal share capital upto 2 lacs 1114997 34.56
Individual shareholders holding nominal share capital in excess of 2 lacs 401121 12.43
Others (NRI Trusts Clearing Members and 128783 4.00
HUF's)

4. OTHER DISCLOSURES

a. Plant/Business Location

SPS international Limited

Registered Office: Plot No. F 6-7 FIT Sector 57 Faridabad Haryana-121004 Production Facilities: Plot No. F 6-7 FIT Sector 57 Faridabad Haryana- 121004

b. Compliance with Corporate Governance

The Company is fully compliant with the mandatory requirements of theCorporate Governance as specified in Regulation 17 to 27 and Regulation 46 (21 (b) to (i)of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

c. Related Party Transactions

All related party transactions that were entered into during theFinancial year 2019-20 were in compliance with the applicable provisions of the Act andthe Listing Regulations. The Company as required under the Act and the Listing Regulationshas taken the prior approval of Audit Committee.

The following are the details of Related Party Transactions enteredduring the financial year ended on 31st March 2020:

S. No. Name Relationship Nature of Transaction Amount
1. Ankur Jain Relative of Chairman ? Sale of Investments ? Remuneration 2416000 700000
2. Shikha Jain Relative of Chairman ? Sale of Investments ? Sale of Goods 1057000 2006400
3. SPS Infratech Private Limited Director of Reporting Entity is a Director of M/s SPS Infratech Private Limited ? Payment of Lease Rentals ? Scanning Services ? Payment of Maintenance ? Charges Payment for Generator 5016000 15000200 15644 25500
4. Madhur Jain Whole Time Director ? Managerial remuneration 700000
5. Tanush jain Chief financial Officer ? Remuneration 257690
6. Radha S Nair Whole Time Director ? Managerial remuneration 268000
7. Surendra Kumar Jain Chairman ? Managerial remuneration 300000
8. Solitare Printotech Private Limited (Earlier known as Relative of Director has substantial interest in the Entity ? Sale of Plant & Machinery ? Purchase of Goods ? Scanning Services 5498013 5678275 3700000
Solitaire ? Sale of Goods 42556133
Printotech Limited) ? Income from sub leasing of Property 1000000
9. Gaurav Bajpai Company Secretary ? Remuneration 258667
10 Komal Jain Company Secretary ? Remuneration 121935
11 Rahul Chauhan Company Secretary ? Remuneration 53065
12 Shyam Singh Company Secretary ? Remuneration 16333
13 Shreyans Kumar Patni Independent Director ? Meeting Fees 12000
14 Ramesh Chand Jain Independent Director ? Meeting Fees 12000
15 Monal Gupta Independent Director ? Meeting Fees 10500

d. Statutory Compliance Penalties and Strictures

The Company has complied with the requirements of the Stock ExchangesSEBI and Statutory Authority on all matters related to capital markets during the lastthree years. No penalties or strictures have been imposed on the Company by theseauthorities.

e. Whistleblower Policy and Vigil Mechanism

The Company has adopted a Whistleblower policy and Vigil Mechanism toprovide a formal mechanism to the Directors employees and other external stakeholders toreport their concerns about unethical behavior actual or suspected fraud or violation ofthe Company's Conduct or Ethics policy. The policy provides for adequate safeguardsagainst victimization of employees who avail of the mechanism and also provides for directaccess to the Chairperson of the Audit Committee. No personnel of the Company has beendenied access to the Audit Committee.

f. Share Transfer System

The Share certificates sent for transfer are received at the office ofRegistrar and Share Transfer Agent M/s Beetal Financial & Computer Services Pvt. Ltd.All valid transfer requests are processed and the Stakeholders' Relationship Committee cumShareholder's Grievance Committee approves the valid transfer requests and after approvalby the Committee the physical shares are sent to the shareholders.

g. Details of compliance with mandatory requirements and adoption ofnon-mandatory requirements

Company has complied with the all mandatory and non-mandatoryrequirements specified in Listing Regulations.

h. Disclosure of Compliance of Regulation 17 to 27 and Clauses (B) To(i) of Sub-Regulations (2) of Regulations 46

The Company has complied with all the mandatory requirements specifiedin Regulations 17 to 27 and clause (b) to (i) of sub-regulations (2) of Regulation 46 ofthe Listing Regulations.

DECLARATION BY THE MANAGING DIRECTOR

I Surendra Kumar Jain Managing Director of SPS International Limitedhereby declare that all the members of the Board of Directors and the Senior Managementpersonnel have affirmed compliance with the Code of Conduct applicable to them as laiddown by the Board of Directors in terms of Regulation 26 (3) of the Listing Regulationsfor the year ended 31 March 2020.

For SPS International Limited

Sd/-
Surendra Kumar Jain
(Managing Director)
DIN:00088064
Address: House No. 402 Sector 21-C
Faridabad Haryana 121001
Date: 05.09.2020
Place: Faridabad

.