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SPS International Ltd.

BSE: 530177 Sector: Others
NSE: N.A. ISIN Code: INE758B01013
BSE 00:00 | 03 Apr 23.95 -0.20
(-0.83%)
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NSE 05:30 | 01 Jan SPS International Ltd
OPEN 23.95
PREVIOUS CLOSE 24.15
VOLUME 40
52-Week high 25.20
52-Week low 8.61
P/E 12.35
Mkt Cap.(Rs cr) 8
Buy Price 19.75
Buy Qty 1.00
Sell Price 23.95
Sell Qty 656.00
OPEN 23.95
CLOSE 24.15
VOLUME 40
52-Week high 25.20
52-Week low 8.61
P/E 12.35
Mkt Cap.(Rs cr) 8
Buy Price 19.75
Buy Qty 1.00
Sell Price 23.95
Sell Qty 656.00

SPS International Ltd. (SPSINTL) - Director Report

Company director report

To

The Shareholders

The Board of Directors hereby presents its 26thDirector's Report on business and operations of the Company along with StandaloneAudited Financial Statements for the Financial Year ended on 31st March 2019.

1. STATE OF COMPANY'S AFFAIR

With the expected positive momentum in the Indian economy the Companyis focused on growth and achieving profitability along with a renewed commitment toenhance quality and customer service and to reduce costs. Innovations investment andpositive modifications are expected in the near future boosting the Company's revenues.Together with forward looking strategy the Company is also focusing extensively onexpanding the business and operational improvements through various strategic projects foroperational excellence and cost cutting initiatives.

2. FINANCIAL RESULTS

The Financial performance of the Company for the financial year ended31st March 2019 is summarized below:-

(Rs. In Lakhs except EPS)

Particulars

For the year Ended

31st March 2019 31st March 2018
Total Revenue (I) 4704.78 1140.52
Total Expenses (II) 4425.19 1106.00
Profit Before Exceptional Tax & Extraordinary Item 279.59 34.52
Tax Expenses:
- Current Tax 74.15 0.69
- Deferred Tax Liability(Net) 4.64 0.12
- Income Tax Earlier Year
Profit After Tax 200.80 33.71
Earnings Per Share (EPS) 6.62 1.04

3. OPERATIONAL PERFORMANCE

During the period the company earned total revenue of Rs. 4704.78/-lakhs for the year ended 31st March 2019 as against Rs. 1140.52/- lakhs forthe year ended 31st March 2018. The Company earned a profit of Rs. 200.80/-lakhs during the year ended 31st March 2019 as against profit of Rs. 33.76/-lakhs in previous year ended 31st March 2018.

4. DIVIDEND

The company is planning to expand and thereby would need funds toinvest in future projects. Therefore the Company does not recommend any dividend but thedirectors are hopeful for better results in enduing future.

5. RESERVES AND SURPLUS

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

6. 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.

7. LISTING OF SECURITIES

The Company is listed on Bombay Stock Exchange Limited.

The Annual listing fees for the year 2018-19 have been paid to theStock Exchange.

8. DETAILS OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES

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 associates during the financial year 2018-19.

9. BRANCHES OF THE COMPANY

During the period under review the Company has its Branch officesituated at A-112 1st Floor DDA Sheds Okhla Industrial Area Phase-II NewDelhi-110020.

10. 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 2019.

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

11. 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

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

YEAR

During the period under review the following changes occurred in thePositions of Directors/ KMPs of the Company.

LIST OF DIRECTORS AS ON 31ST MARCH 2019:

S. No. Name Designation
1. Surendra Kumar Jain Managing Director
2. Madhur Jain Whole Time Director
3. Shreyans Kumar Patni Non-Executive & Independent Director
4. Ramesh Chand Jain Non-Executive & Independent Director
5. Shikha Jain Non-Executive & Non-Independent Director
6. Vipin Kumar Gupta Non-Executive & Independent Director

LIST OF KEY MANAGERIAL PERSONNEL (KMP) AS ON 31ST MARCH2019:

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

**Ms. Komal Jain has resigned from the post of Company secretary w.e.f15th July 2019 and Mr. Rahul Chauhan has been appointed w.e.f 16th July 2019.

13. MEETINGS HELD DURING THE F.Y. 2018-2019

The Agenda and Notice of the Meetings were circulated well in advanceto the respective Directors. During the year under review 13 (Thirteen) Board Meetings 5(Five) Audit Committee Meetings 4 (Four) Shareholder's Grievance Committee Meetings3 (Three) 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.

14. COMPOSITION OF COMMITTEES OF THE BOARD AS ON 31st March2019: 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 Chairman Non- Executive & Independent Director
2. Vipin Kumar Gupta Member Non- Executive & Independent Director
3. Ramesh Chand Jain Member Non- Executive & Independent Director

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 Chairman Non- Executive & Independent Director
2. Vipin Kumar Gupta Member Non- Executive & Independent Director
3. Ramesh Chand Jain Member Non- Executive & Independent Director

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 Chairman Non- Executive & Independent Director
2. Vipin Kumar Gupta Member Non- Executive & Independent Director
3. Ramesh Chand Jain Member Non- Executive & Independent Director
4. Surendra Kumar Jain Member Executive Director

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. Shikha Jain Chairperson Non-Executive& Non Independent Director
2. Komal Jain Member Company Secretary
3. Ramesh Chand Jain Member Non-Executive & Independent Director
4. Shreyans Kumar Patni Member Non-Executive & Independent Director

15. 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.

16. 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.

17. 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 2019 the applicable accounting standards have been followed alongwith proper explanation relating 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 asto give a true and fair view of the state of affairs of the Companies as at 31st March2019 and of the loss of the Company for the period ended on thatdate;

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 wereoperating effectively ; and

6.) the Directors had devised proper system to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively .

18. 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 Obligationand Disclosure Requirements) Regulations 2015 a Report on the Corporate Governance isenclosed as

Annexure-II.

19. 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.

20. SECRETARIAL AUDIT

As required under Section 204 (I) 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 2018-19. The Secretarial Audit Reportreceived from them form part of Annual Report as Annexure III.

21. SECRETARIAL AUDITORS' REPORT

The Secretarial Auditor remarks are self-explanatory and do not requireany clarification from the Board except the following:

Remark 1: The Company has made borrowings under the provisions ofSection 180 of the Companies Act 2013 but inadvertently missed the filing of e-formMGT-14 required to be filed under the provisions of Section 179(3)(d) of the CompaniesAct 2013.

Reply: The Board apprises to the members that it will take care ofall the Compliances of The companies Act 2013 in near future.

22. 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.

23. 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.

24. 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.

25. 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.

26. 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 2018-19:

S. No. Directors Ratio to median remuneration
Mr. Surendra Kumar Jain
1 3.72:1
Mr. Madhur Jain
2 3.72:1
Ms. Shikha Jain
3 Nil
Mr. Ramesh Chand Jain
4 Nil
Mr. Vipin Kumar Gupta
5 Nil
Mr. Shreyans Kumar Patni
6 Nil

(ii). There has been 74.54% increase in the remuneration ofCompany Secretary in the financial year 2018-19.

(iii). There has been 25.57% decrease in the median remunerationof employees in the financial year 2018-19.

(iv). The total number of permanent employees on the rolls of theCompany during the financial year was- 23.

(v). The total remuneration paid to employees for the Financial Year2018-19 was Rs. 7374786/- as compared to Rs.

3478971/- in the Financial Year 2017-18 whereas total remunerationpaid to Managerial personnel for the Financial year 2018-19 was Rs. 2190000 as comparedto Rs. 2460000 /- in Financial year 2017-18.

(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.

27. CHANGE IN THE NATURE OF BUSINESS

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

28. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rulesframed there under M/s. DSRV and CO LLP [FRN No. 006993N]. Chartered Accountants wasappointed as statutory auditors of the Company from the conclusion of the Extraordinarygeneral Meeting of the Company held on October 22 2018 till the conclusion of Twenty SixAnnual General Meeting. The Board of Directors has sought for re-appointment from themembers of the Company in the ensuing Annual General Meeting.

29. STATUTORY AUDITORS' REPORT

The observation made by the Auditors are self explanatory and do notrequire any further clarifications. The Statutory Auditors have not reported any incidentof fraud to the Audit Committee of the Company in the year under review.

30. 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. 850000/- per month or more when employed for a part of thefinancial year and Rs. 10200000/- per annum or more when employed for whole of the yearunder the provision of Rule 5 (2) & (3) of The Companies(Appointment AndRemuneration) Rules 2014 as amended from time to time.

31. 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.

32. 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 reviewedperiodically by the Board and updated on the basis 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 Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Chairman and Managing Director and Whole-time Directors of the Company for raising any concerns. Ms. Komal Jain 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.

33. 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 2018-19.

34. DISCLOSURE ABOUT COST AUDIT

As per the Cost Audit Orders Cost Audit is not applicable to theCompany's for the FY 2018-19.

35. 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.

36. EMPLOYEE STOCK OPTIONS DETAILS

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

37. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Reportfor the year ended31st March 2019 and is annexed as Annexure- VI of thisAnnual Report for the reference of the stakeholders.

38. 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 efficacyof the Company's internal controls including its systems and processes andcompliance 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.

39. 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 inforeignexchange.

40. ACKNOWLEDGEMENTAND 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
Sd/- Sd/-
Madhur Jain Surendra Kumar Jain
(Director) (Managing Director)
DIN: 01526237 DIN: 00088064
Address: 402 Sector-21C Address: 402 Sector-21C
Faridabad Haryana-121001 Faridabad Haryana-121001
Date: 05-09-2019
Place: Faridabad