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SPS International Ltd.

BSE: 530177 Sector: Others
NSE: N.A. ISIN Code: INE758B01013
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OPEN 21.55
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VOLUME 150
52-Week high 21.55
52-Week low 5.37
P/E
Mkt Cap.(Rs cr) 9
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Sell Price 0.00
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SPS International Ltd. (SPSINTL) - Director Report

Company director report

To

The Members

SPS International Limited

The Directors are pleased to present before you 29th Annual Report on theBusiness and Operations of your company along with Audited Financial Statements of theCompany for the Financial Year ended March 31 2022.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31 2022 is summarizedbelow:

(Rs. In lakhs)

Particulars Current Year FY 2021-22 Previous Year FY 2020-21
Revenue from Operations 77.48 174.67
Other Income 52.23 19.53
Profit / (Loss) before Depreciation Finance Cost Exception item and T axation (215.00) (115.42)
Depreciation & Amortization Expenses 12.15 50.62
Profit / (Loss) before Taxation (227.15) (116.04)
Less- Tax Expenses 0 0
Profit / (Loss) for the year (227.15) (116.04)
Balance Carry forward (227.15) (116.04)

The Financial Year 2022 will go down in India's economic history as an unprecedentedone with huge gyrations in fortune. The second wave of the pandemic hit lives hard and wasway more vicious than the first one. Yet it was not about Covid in spite of the secondwave it was more about hope and recovery as India successfully navigated its coursethrough turbulent waters. As the wave receded there was a dramatic surge in the pace ofvaccination and India was able to vaccinate most of its eligible population rapidly. Therewas a rebound in growth as evidenced from high frequency indicators. However theenthusiasm was disrupted by the third wave of the pandemic which fortunately proved to beless vicious and short lived.

There was no material change in the Business Operations of the Company during the yearunder review. The Loss for the year before Depreciation Finance Costs Exceptional itemsand Taxation recorded at Rs. 215.00 lacs as against Rs. 115.42 lacs in the previous year.Loss after tax recorded at Rs. 227.15 lacs as against Rs. 116.04 lacs in the previousyear.

The operations of the company were badly hit by the uncertain market conditions incovid-19 period. Many States had imposed localized lockdowns and other similar measures invarious cities to curb the spread of Covid-19 in their respective regions. This againimpacted the overall business scenario as many markets educational institutions etc.remained closed. The management was constraint to scale down the business operations andcut the administrative cost in the company so as to minimize the risk and losses.

2. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THISREPORT

No material changes and commitments have occurred after the close of the year underreview till the date of this Report which affects the financial position of the Companyexcept as mentioned Para 5 of this report.

3. TRANSFER TO RESERVE

For the year under review the company has not transferred any amount to Reserve andSurplus.

4. DIVIDEND

Keeping in view the future requirement of funds and current losses in the company theBoard of Directors does not recommend any dividend for the relevant financial year endingas on March 31 2022.

5. TAKEOVER OF MANAGEMENT CONTROL BY VK GLOBAL GROUP NEW PROMOTERS

Mr. Surendra Kumar Jain & Family ("the erstwhile promoters & promotergroup"] entered into Share Purchase Agreement (SPA] on 18th February 2022with Mr. Rahul Jain & Family (New Promoter & Promoters Group") VK GlobalGroup to sell their entire 1416078 equity shares representing 43.90% voting rights andtakeover the management control of the company under the SEBI ( Substantial Acquisition ofShares and Takeover] Regulation 2011 ("SEBI Regulations").

The Board of Directors also allotted 1012000 equity shares @ 10/- each on preferentialbasis to Mrs. Mugdha Jain (212000 equity shares] VK Global Publications Pvt Ltd (400000equity shares] and VK Global Digital Pvt Ltd ( 400000 equity shares] in its meeting heldon 5th April 2022.

The New Promoter & Promoters Group also made open offer to the Public Shareholdersfor acquisition of equity shares as required under Regulation 3(1] and 4 of the SEBI(Substantial Acquisition of Shares and Takeover] Regulation 2011. In process of Openoffer only 400 equity shares were tendered by the public shareholders to the new promoterand promoters group.

After having all necessary regulatory approvals / compliances under the Companies Act2013 and SEBI Regulations New Promoters and Promoters Group took over the managementcontrol of your company on 10th June 2022 from the erstwhile Promoters &Promoters Group.

The new promoters and promoters group has its presence in India as well as globallyunder its group name- "VK Global Group" in the diversified area of business suchas Printing Packaging

Publication and e-learning since more than four decade. The Board of Directors areconfident that with a long experience of industry business operations and growth recordof the VK Global Group your company under the umbrella of the said group will explore asustainable business strategy investment planning and execution so as to continue toprotect the interest and enhance the value of all stakeholders in the company in future.

6. FUTURE OUTLOOK

The Board of Directors is optimistic for future keeping in view the slowdown of thespared of covid-19 and its impact worldwide. Covid-19 restrictions and lockdowns have beengradually lifted from most of the countries worldwide. Markets Education Institutions andglobal economy are rebounding to pre- covid level.

The Board of Directors will make all necessary endeavors to bring the businessoperations on track and explore new business opportunities in consultation with itsmanagement team for a long term sustainable business investment planning and smoothoperations in the company. The Board of Directors is confident & optimistic for thefuture business and growth in the company.

7. SUBSIDIARY IOINT VENTURE AND ASSOCIATE COMPANY

The Company neither has any Subsidiary Joint Venture or Associate Company nor has anyCompany become or ceased to be its Subsidiary Joint Venture or Associate Company duringfinancial year under review.

8. SHARE CAPITAL

The total paid up share capital of the company as on 31st March 2022 is Rs.32259000/- comprising of 3225900 Equity Shares of Rs. 10/- each.

However after the closing of financial year till the date of this report the totalpaid up capital of the company has increased to Rs. 42379000/- comprising of 4237900equity shares due to allotment of 1012000 equity shares on preferential basis on 5thApril 2022 to the new Promoters & Promoters Group.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) The size and composition of the Board as on March 31 2022 is as under:

During the year under review there was no change in the composition of the Board ofDirectors of the Company. As on 31st March 2022 there were total 4 (four]directors on the Board comprising- 1 (One] Executive Chairman-cum- Managing Director1(One) Non-Executive Women Director (Non-Independent] and 2 (two] Independent Directors(Non-Executive] .

(ii) Change in composition of the Board after 31st March 2022 till the date of reportis as under:

• Mr. Surendra Kumar Jain (DIN No. 00088064] Executive Chairman cum ManagingDirector Mrs. Shikha Jain (DIN No. 03457584] Non-Executive Women Director Mr. RameshChand Jain (DIN No. 03208226] Independent Director (Non-Executive] and Mr. Shreyans KumarPatni (DIN No. 00118269] Independent Director (Non-Executive] have resigned from theDirectorship of the Company with effect from 25th June 2022. Resignation ofIndependent Directors before the expiry of their respective term from the Board ofDirectors was due to their other professional commitments and reasons they have providedto the company and there is no other material reason other than those provided.

The Board of Directors expressed their sincere thanks for their valuable contributionand guidance during their respective tenure in the company.

• After the takeover of management control of the company by the New Promoters& Promoters Group in the month of June 2022 on the recommendation of Nomination andRemuneration Committee of the Board the composition of the Board of Directors wasreconstituted keeping a proper combination of 1 (one] Executive Director (Promoter] 1(one] Non-Executive Director (Non-Independent Promoter] and 2 (two] Independent Directorsincluding one women director on the Board as per the requirement of the Companies Act 2013and Rules made there under (as amended upto date] and SEBI Regulations as follows-

The Board of Directors in their meeting held on 24th June 2022 appointedMr. Rahul Jain (DIN No. 00442109) as Executive Director (Additional / Promoter] Mr. RohitJain (DIN No. 00442319) as Non-Executive Director ( Additional / Promoter] with immediateeffect. Both the Directors will hold office up to the date of ensuing Annual GeneralMeeting under Section 161 of the Companies Act 2013. However the company has received anotice under section 160 of the Companies Act 2013 from one of the member proposing themfor their appointment as Director of the Company in the ensuing Annual General Meeting.

In terms of Section 149 of the Companies Act 2013 and rules made there under theBoard of Directors also appointed Mr. Amit Kumar Jain (DIN: 09586092) as an IndependentDirector (Non-Executive] and Mrs. Kiran Arora (DIN: 00335638) as an Independent WomanDirector (Non-Executive] with effect from 1st July 2022 for a period of 5(five] years commencing from 1st July 2022 to 30th June 2027subject to the approval of the members by way of Special Resolution in the ensuing AnnualGeneral Meeting. These independent directors shall not be liable to retire by rotation.Accordingly Member's approval is being sought at the ensuing AGM for their appointment.

Detailed profile of the directors proposed to be appointed in the ensuring AnnualGeneral Meeting with their experience expertise and directorship in other companies arementioned in the explanatory statement (under section 102 of the Companies Act 2013]attached with the Notice of AGM in the Annual Report.

• During the year under review the Non-Executive Directors (NEDs) of the Companyhad no pecuniary relationship or transactions with the Company other than sitting feesif any received by them.

• In accordance with the requirements of the Companies Act 2013 and the Company'sArticles of Association Mr. Rohit Jain Director (DIN: 00442319] retires by rotation andis eligible for re-appointment. Member's approval is being sought at the ensuing AGM forhis re-appointment.

(iii) Key Managerial Personnel are as under:

• Mr. Tanush Jain Chief Financial Officer and Key Managerial Personnel (KMP) ofthe Company tendered his resignation w.e.f. close of business hours on 24thJune 2022. The Board places on record its appreciation for the valuable contribution andguidance of Mr. Tanush Jain during his tenure as Chief Financial Officer.

• Mr. Ashish Jain has been appointed as Chief Financial Officer and designated asKMP of the Company w.e.f. 24th June 2022.

• Mr. Saurabh Gupta was appointed as Company Secretary & Compliance Officerand designated as KMP of the Company w.e.f. 1st July 2021.

• In terms of Section 203 of the Act following are the KMP of the Company as onMarch 31 2022:

S Mr. Surendra Kumar Jain - Managing Director
S Mr. Tanush Jain - Chief Financial Officer
S Mr. Saurabh Gupta- Company Secretary

10. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7] of the Companies Act 2013 that they meet the criteria of independencelaid down in Section 149(6] of Companies Act 2013 and Regulation 16 of the 'ListingRegulations'.

11. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sections 134(5] the Board of Directors to the best of their knowledge andability confirm that:

1. in preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and are prudent so as to give a true& fair view of the state of affairs of the Company at the end of the Financial Yearand of the profits of the Company for the period;

3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and preventing and detecting fraud and other irregularities;

4. the Directors have prepared the Annual Accounts on a 'going concern' basis;

5. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating efficiently;and

6. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the company neither gave any loans or guarantee nor madeany investments in terms of provisions of Section 186 of the Companies Act 2013.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts orTribunals which would impact the 'going concern' status of the Company and its futureoperations.

14. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Details of Internal Financial Controls and its adequacy are included in the ManagementDiscussion and Analysis Report which forms part of this Report.

15. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

As per the provisions of Companies Act 2013 and Regulation 23 of 'ListingRegulations’ the Company has formulated a Policy on Related Party Transaction toensure transparency in transactions between the Company and the related parties. Duringthe year under review there were no material transactions as defined under theprovisions of 'Listing Regulations' between the Company and related parties. Alltransactions with related

parties were carried out in the ordinary course of business at arms' length basis anddetails of such transactions are mentioned in notes attached to the financial statementsappearing elsewhere in the Annual Report. Further Form AOC-2 containing the necessarydisclosure in this regard is attached as Annexure - "I" and forms an integralpart of this report.

16. PROPOSED MATERIAL RELATED PARTY TRANSACTIONS

Pursuant to Regulation 23 (1] of the SEBI (Listing Obligation and DisclosureRequirements] Regulations 2015 the company has formulated a policy on materiality ofrelated party transactions. This policy is available on the website of the companywww.spsintl.co.in

In terms of the provision of Regulation 23 (3] of the SEBI (Listing Obligation andDisclosure Requirements] Regulations 2015 the audit committee of the Board has givenomnibus approval for material related party transactions proposed to be entered by thecompany subject to the prior approval by the members in the ensuing Annual GeneralMeeting. As your company is in phase of entering into new business opportunities andstabilizing the operations the Audit Committee while giving its omnibus approval foreseesthat the company may require to entering into material related party transactions. Suchomnibus approval shall be valid for a period not exceeding one year. A detailed proposalwith resolution in this regard for the approval of the members is sought in the ensuingAnnual General Meeting.

17. STATUTORY AUDITORS REPORT

The standalone and the consolidated financial statements of the Company for thefinancial year 2021-22 have been prepared in accordance with Ind AS notified under Section133 of the Act.

The Statutory Auditor's report does not contain any qualifications reservationsadverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud to the AuditCommittee as specified under section 143(12] of the Act during the year under review. TheStatutory Auditors were present in the last AGM.

18. AUDITORS

A. Statutory Auditors -

During the year under review M/s DSRV & Co. LLP (FRN:006993N) CharteredAccountants carried out the Statutory Audit for the financial year ended as on 31stMarch 2022 and submitted their report.

M/s. DSRV & Co LLP (FRN: 006993N) Chartered Accountants the statutory auditorhave tendered their resignation and expressed their unwillingness to continue as StatutoryAuditors of the Company on the conclusion of the ensuing Annual General Meeting.

Due to their resignation and casual vacancy raised on the recommendation of AuditCommittee the Board of Directors has recommended the name of M/s. Jain Jain &Associates Chartered Accountants (FRN: 009094N) for their appointment as StatutoryAuditors for the financial year 2022-23 in the ensuing Annual General Meeting and fixtheir remuneration in terms of section 139 (8) of the Companies Act 2013.

M/s. Jain Jain & Associates Chartered Accountants (FRN: 009094N) has given theirconsent to act as Statutory Auditors of the Company and confirmed they meet theeligibility criteria qualifications and independence to the company required undersection 141 of the Companies Act 2013 and rules made there under.

B. Internal Auditors -

During the year under review M/s. P.C. Jain & Company Company Secretaries (FRN:P2016HR051300) were appointed as Internal Auditors of your Company to conduct a InternalAudit of the Company for the Financial Year 2021-22.

C. Secretarial Auditors -

During the year under review M/s. P.C.Jain & Company Company Secretaries (FRN:P2016HR051300) were appointed as Secretarial Auditors of your Company to conduct aSecretarial Audit of records and documents of the Company for Financial Year 2021-22.

The Secretarial Audit Report confirms that the Company has complied with the provisionsof the Act Rules Regulations and Guidelines except the reporting of non-disclosure bythe promoters regarding change in shareholding under Regulation 29 (2) of the SEBI (SAST)Regulation 2011. The Secretarial Audit Report is provided in Annexure-"H" as anintegral part of this Report.

Explanation on Disqualification in Secretarial Audit Report:

With regard to the disqualification in the Secretarial Audit Report is concerned itmay be noted that the transfer of shares were inter-se transfer between the erstwhilePromoters & Promoters Group. However the erstwhile promoters & promoters grouphave given an undertaking to the SEBI the Regulator that necessary action will be takenfor the rectification of non-compliance / delayed compliance.

D. Cost Auditors-

As per Section 148 of the Companies Act 2013 read with the Companies (Cost Recordsand Audit] Rules 2014 the Company was not required to maintain cost records and no costauditor was required to be appointed.

19. RISK MANAGEMENT

The Board confirms that there exists a structure in the Company to identify assessevaluate and mitigate various types of risks w.r.t. the operations of the Company. In viewof the Board none of the elements of any such risk threaten the existence of the Company.

20. CORPORATE GOVERNANCE

The Company is having its Paid up Capital and Net Worth as on 31st March 2022 Rs.32259000/- and Rs. 31152052/- respectively. The Compliance of the CorporateGovernance provisions as specified in Regulations 17 17A 18 19 20 21 22 23 2424A 25 26 27 and clauses (b) to (i) of sub-regulation (2] of Regulation 46 and Para CD and E of Schedule V shall not be mandatory applicable to the company since its paid upshare capital is less than Rs.10 Crore and Net Worth is less than Rs. 25.00 Crore.

The Board of Directors has laid down a Code of Conduct to be followed by all theDirectors and members of Senior Management of your Company. The Board of Directorssupports the principles of Corporate Governance and lays strong emphasis on transparencyaccountability and integrity.

21. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the Company does not fall under the Top 1000 listed entities based on marketcapitalization as at 31st March 2022 the provisions of regulation 34(2)(f)of the SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015pertaining to the Business Responsibility and Sustainability Report (BRSR) are notapplicable.

23. DEPOSITS

The Company has neither invited nor accepted any deposits from public during the yearunder review. Accordingly there are no unclaimed or unpaid deposits lying with theCompany for the year under review.

24. PARTICULARS OF EMPLOYEES

a) In terms of Section 197 read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 the particulars of employees andtheir remunerations are as under:

(i) None of the director got any remuneration during the financial year ended as on at31st March 2022 therefore the ratio of remuneration of each director to the medianremuneration of the employees of the company during the financial year was NIL.

(ii) No managerial remuneration was paid to any director except out of pocket expenseson actual basis. There has been no change in the remuneration of Chief Financial Officerand Company Secretary in the financial year under review.

(iii) There was no increase in remuneration of maiden employees during the year.

(iv) During the financial year under review total number of employees on the roll ofthe company was 4.

(v) There is no increase in remuneration of employees other than managerial personneland its comparison with managerial remuneration and justification thereof can't beascertained.

(vi) It is affirmed that Remuneration paid to employees was as per the policy of thecompany.

(vii) There is no employee in the company who was in receipt of salary during the fullyear or in part year as the case may be exceeding the limit of salary prescribed in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel] Rules 2014therefore the particulars of employees as required under rule 5 (3) are not applicable.

25. CORPORATE SOCIAL RESPONSBILITY

The company does not meet the criteria of net worth or turnover or net profit duringthe immediate preceding financial year as mentioned in section 135 (1) of the CompaniesAct 2013 therefore the provision of Corporate Social Responsibility as prescribed undersection 135 of the Companies Act 2013 and the Companies (Corporate Social Responsibility)Rules 2014 are not applicable.

26. ANNUAL EVALUATION BY THE BOARD

The paid share capital of the company is below the threshold limit of Rs. 25 Crore asprescribed under section 134 (3) (p) of the Companies Act 2013 read with Rule 4 of theCompany (Accounts) Rules 2014. Therefore a formal annual evaluation of the performanceof the Board its Committees and of Individual Directors is not applicable.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) (e) of the SEBI (LODR) Regulations 2015 read with Para Bof Schedule V in respect of Management Discussion and Analysis Report is given inAnnexure- "III" forms part of this Report.

28. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our businesstransactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015mandated the formulation of certain policies for all listed companies. All followingpolicies as applicable to the company are available on the website of the Company-www.spsintl.co.in The Policies are reviewed periodically by the Board and updated on thebasis of need and legal requirements. The key policies with brief description of eachpolicy are as follows:

Name of the Policy Brief Description
1. 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. Detailed Policy is available on company's website.
2. 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. Detailed Policy is available on company's website.
3. 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 Director's 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 subsection (3] of section 178 of the Companies Act 2013. The Remuneration Policy is available on the Company's website
4. 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. Detailed Policy is available on company's website.
5. Related Party Transaction Policy As required under the Section 188 of Companies Act 2013 and Regulation 23 of SEBI (LODR) Regulations 2015 the company has formulated a policy on materiality of related party transactions and provided it on the website of the Company.

29. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES THEREOF.

The Agenda and Notice of the Meetings were circulated well in advance to the respectiveDirectors. The intervening gap between the Board Meetings was within the period prescribedunder the Companies Act 2013 i.e. the maximum interval between any two meetings did notexceed 120 days.

During the year under review Board meetings were held and directors attended themeeting as follows-

Date of Meeting

Attendance

Surendra Kumar Jain Shreyansh Kumar Patni Ramesh Chand Jain Radha S Nair Shikha Jain
12 th April 2021 V V V V -
29 th April 2021 V V V - -
28 th July 2021 V V V - -
11th November 2021 V V V - -
7th January 2022 V V V - -
18th February 2022 V V V - V

30. COMPOSITION OF COMMITTEES OF THE BOARD & MEETINGS

The composition of the various Committees of the Board & its Meeting held duringthe financial year 2021-22 are as follows-

(i) Composition of Audit Committee (under section 177)

S.No. Name of Member Designation Category
1. Mr. Ramesh Chand Jain Chairman Non- Executive & Independent Director
2. Mr. Shreyansh Kumar Patni Member Non- Executive & Independent Director
3. Mr. Surendra Kumar Jain Member Executive Director

During the year under review meetings of Audit Committee were held and Committeemembers attended the meetings as follows-

Date of Meeting Attendance
Ramesh Chand Jain Shreyansh Kumar Patni Surendra Kumar Jain
29th June 2021 V V V
28th July 2021 V V V
11th November 2021 V V V
7th January 2022 V V V

(ii) Composition of Stakeholders Relationship Committee (Section 178 (5) )

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

During the year under review the meeting of Stakeholder Relationship Committee washeld on 16th December 2021 and all the members of Stakeholders RelationshipCommittee attended the meeting.

(iii) Composition of Nomination and Remuneration Committee (Section 178 (1) )

S.No. Name of Member Designation Category
1. Shreyansh Kumar Patni Chairman Non- Executive & Independent Director
2. Ramesh Chand Jain Member Non- Executive & Independent Director
3. Shikha Jain Member Additional Director (NonExecutive)

During the year under review the meetings of Nomination and Remuneration Committeewere held on 28th June 2021 and 15the February 2022 and all the Committeemembers attended the meetings as follows-

(iv) Composition of Independent Directors

S.No. Name of Member Designation Category
1. Shreyansh Kumar Patni Chairman Non- Executive & Independent Director
2. Ramesh Chand Jain Member Non-Executive &Independent Director

During the year under review the meeting of Independent directors was held on 10thDecember 2021 and all the Independent directors attended the meeting.

31. THE PREVENTION OF SEXUAL HARASSMENT

In compliance with provision of Section 4 (1] of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 the purpose of the committeeis to address the complaints raised by women employee relating to sexual harassment atworkplace. The composition of Internal Complaint Committee of the Company is as follows-

S.No. Name of Member Designation
1. Shikha Jain Chairperson
2. Tanush Jain Member
3. Ankur Jain Member

During the year under review the meeting of Internal Compliant Committee was held on18th March 2022. and all the members of Internal Compliant Committee attended themeeting. It was noted that no complaint or grievance has been received from any womenemployee in the company during the period under review.

32. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards as issued by theInstitute of Company Secretaries of India (as amended] from time-to time.

33. EXTRACT OF ANNUAL RETURN

As required under the provisions of section 134(3)(a) read with Section 92(3] of theCompanies Act 2013 a copy of the relevant Extract of Annual Return as on 31stMarch 2022 is made available at company's office website www.spsintl.co.in

34. PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

There is no application either pending or admitted against the company in a proceedingunder the Insolvency and Bankruptcy Code 2016 and Regulations made there under during thefinancial year under review.

35. APPRECIATIONS

The Board of Directors wish to place on record its appreciation for the untiringefforts & valuable contributions made by the erstwhile promoters and promoters groupsince last more than three decades in the company. The Board of Directors also place onrecord the appreciation for all its existing and past employees bankers vendors andother stakeholders for giving their valuable guidance and efforts and reposing trust onthe management of the company. The Board of Directors looks forward a continuing supportand trust from all stakeholders in future too.

By the order of the Board
For SPS International Limited
sd/-
Rahul Jain
Chairman
Place: Faridabad DIN: 00442109
Date: 30‘h July 2022

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