sps international ltd Directors report

The Companys financial performance for the year ended March 31, 2023 is summarized below:

(Rs. in Hundred)

As you are aware that financial year 2022-23 has been a phase of takeover of the companys management from the previous promoters with all regulatory approvals. The business was suffered due to global pandemic impact and could not be stabilize in the financial year 2022-23. Therefore, no revenue from operations during the year was recorded. The Loss for the year recorded at Rs. 10.29 lacs as against Rs. 215.00 lacs in the previous year. Loss after tax was recorded at Rs. 11,613.02 hundred as against Rs. 227,148.77 hundred in the previous year. The company has been able to curtail the cost of overall operations and losses during the year under review.

No material changes and commitments have occurred after the close of the year under review till the date of this Report which affects the financial position of the Company.

For the year under review, the company has not transferred any amount to Reserve and Surplus.

Keeping in view, the future requirement of funds and current losses in the company, the Board of Directors does not recommend any dividend for the relevant financial year ending as on March 31, 2023.

The Board of Directors will make all necessary endeavors to bring the business operations on track and explore new business opportunities in consultation with its management team for a long term sustainable business, investment planning and smooth operations in the company. Various factors are under consideration to mitigate the domestic as well international risk, pandemic risk, business growth, technological changes, economic environment, government sector specific policies etc. The Board of Directors is confident & optimistic for the future business and growth in the company.

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

The total paid up share capital of the company as on 31st March, 2023 is Rs. 4,23,79,000/- comprising of 42,37,900 Equity Shares of Rs. 10/- each.

The composition of the Board of Directors comprises a combination of Executive, Non-Executive Directors and Independent Directors as on 31^st March, 2023. There are total 4 (four) directors on the Board comprising- 1 (One) Executive Chairman-cum Managing Director, 1(One) Non-Executive Director and 2 (two) Independent Directors including One Woman Director (Non-Executive).

(ii) Change in composition of the Board :

During the year under review, there was change in the composition of the Board of Directors of the Company due to change in management - Mr. Surendra Kumar Jain (DIN No. 00088064) Executive Chairman cum Managing Director, Mrs. Shikha Jain (DIN No. 03457584), Non-Executive Women Director, Mr. Ramesh Chand Jain (DIN No. 03208226), Independent Director (Non-Executive) and Mr. Shreyans Kumar Patni (DIN No.

00118269) Independent Director (Non-Executive) had resigned from the Directorship of the Company with effect from 25^th June, 2022. Resignation of Independent Directors before the expiry of their respective term from the Board of Directors was due to their other professional commitments and reasons they have provided to the company and there is no other material reason other than those provided. The Board of Directors expressed their sincere thanks for their valuable contribution and 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 and Remuneration Committee of the Board, the composition of the Board of Directors was re-constituted keeping a proper combination of 1 (one) Executive Director (Promoter), 1 (one) Non-Executive Director (Non-Independent, Promoter) and 2 (two) Independent Directors including one woman director on the Board as per the requirement of the Companies Act 2013 and Rules made there under (as amended upto date) and SEBI Regulations as follows-

(i) Mr. Rahul Jain (DIN: 00442109) as an Additional Director w.e.f. 24^th June, 2022 and was appointed in AGM held on 10^th September, 2022 as Executive Chairman-cum- Managing Director w.e.f. 01^st August, 2022. (ii) Mr. Rohit Jain (DIN: 00442319) as Non-Executive Director w.e.f. 24^th June, 2022 (iii) Mr. Amit Kumar Jain (DIN: 09586092) as an Independent Director (Non-Executive) with effect from 1^st July, 2022 for five years and (iv) Mrs. Kiran Arora (DIN: 00335638) as an Independent Woman Director (Non-Executive) with effect from 1^st July, 2022 for five years.

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

In accordance with the requirements of the Companies Act, 2013 and the Companys Articles of Association, Mr. Rohit Jain, Director (DIN: 00442319) retires by rotation and is being eligible for reappointment offer himself for re-appointment. The Board of Directors recommends to members for their approval as being sought at the ensuing AGM for his re-appointment.

(iii) Key Managerial Personnel are as under:

Mr. Tanush Jain, Chief Financial Officer and Key Managerial Personnel (KMP) of the Company tendered his resignation w.e.f. close of business hours on 24^th June, 2022. The Board places on record its appreciation for the valuable contribution and guidance of Mr. Tanush Jain during his tenure as Chief Financial Officer. In his place, Mr. Ashish Jain was appointed as Chief Financial Officer and designated as KMP of the Company w.e.f. 24^th June, 2022.

Mr. Saurabh Gupta is continue as Company Secretary & Compliance Officer and designated as KMP of the Company w.e.f. 1^st July, 2021. In terms of Section 203 of the Act, following are the KMP of the Company as on March 31, 2023:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the ‘Listing Regulations.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Sections 134(5), the Board of Directors, to the best of their knowledge and ability, confirm that:

1. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; 2. the Directors have selected such accounting policies and applied them consistently and 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 Year and of the profits of the Company for the period; 3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and operating efficiently; and 6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company has not given any loans or guarantee or made any investments in terms of provisions of Section 186 of the Companies Act, 2013.

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

There are no significant material orders passed by the Regulators or Courts or Tribunals, which would impact the ‘going concern status of the Company and its future operations.

13. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

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

14. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

As per the provisions of Companies Act, 2013 and Regulation 23 of ‘Listing Regulations, the Company has formulated a Policy on Related Party Transaction to ensure transparency in transactions between the Company and the related parties. The Related Party Transaction Policy is hosted on the website of the company www.spsintl.co.in.

During the year under review, there were no material transactions, as defined under the provisions of ‘Listing Regulations, between the Company and related parties. All transactions with related parties were carried out in the ordinary course of business at arms length basis and details of such transactions are mentioned in notes attached to the financial statements, appearing elsewhere in the Annual Report. Further, Form AOC-2 containing the necessary disclosure in this regard is attached as Annexure “I” and forms an integral part of this report.

15. PROPOSED MATERIAL RELATED PARTY TRANSACTIONS

In terms of the provision of Regulation 23 (3) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the audit committee of the Board has given omnibus approval for material related party transactions proposed to be entered by the company, subject to the prior approval by the members in the ensuing Annual General Meeting. As your company is in phase of entering into new business opportunities and stabilizing the operations, the Audit Committee while giving its omnibus approval foresees that the company may require to entering into material related party transactions. Such omnibus approval shall be valid for a period not exceeding one year. A detailed proposal with resolution as set out in the notice of in this regard for the approval of the members is sought in the ensuing Annual General Meeting.

16. AUDITORS:

A. Statutory Auditors and Statutory Auditors Report

On the recommendation of Audit Committee, M/s. Jain Jain & Associates, Chartered Accountants (FRN: 009094N) were appointed as Statutory Auditor of the company in a casual vacancy aroused due to the resignation of statutory auditors M/s DSRV & Co. LLP (SRN: 006993N), Chartered Accountants. Their term of office will expire upon the conclusion of ensuring Annual General Meeting to be held on 22^nd September, 2023.

M/s. Jain Jain & Associates , Chartered Accountants (FRN: 009094N) has given their consent to act as Statutory Auditors of the Company for a period of five financial years and confirmed they meet the eligibility criteria, qualifications and independence to the company required under section 141 of the Companies Act, 2013 and rules made there under. On the recommendation of Audit Committee, the Board of Directors has recommended the name of M/s. Jain Jain & Associates, Chartered Accountants (FRN: 009094N) for their re-appointment as Statutory Auditors for a period of five financial years commencing from the financial year 2023-24 to the financial year 2027-28 and fix their remuneration, in terms of section 139 (8) of the Companies Act, 2013 as set out in the notice of Annual General Meeting.

The Statutory Auditors report for the financial year 2022-23 does not contain any qualifications, reservations, adverse remarks, or disclaimers. The Statutory Auditors of the Company have not reported any fraud to the Audit Committee as specified under section 143(12) of the Act, during the year under review. The Statutory Auditors were present in the last Annual General Meeting held on 10^th September, 2022.

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 the Internal Audit of the Company for the Financial Year 2022-23.

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 a Secretarial Audit of records and documents of the Company for Financial Year 2022-23.

The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines. The Secretarial Audit Report is provided in Annexure-“II” as an integral part of this Report.

D. Cost Auditors-

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

17. RISK MANAGEMENT

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

18. CORPORATE GOVERNANCE

The Company is having its Paid up Capital and Net Worth as on 31st March, 2023 Rs. 4,23,79,000/- and Rs. 4,00,00,000/- respectively. The Compliance of the Corporate Governance provisions as specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not be mandatory applicable to the company since its paid up share 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 the Directors and members of Senior Management of your Company. The Board of Directors supports the principles of Corporate Governance and lays strong emphasis on transparency, accountability and integrity.

19. 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 to conservation of energy and technology absorption, are not applicable to the Company. During the year under review, the Company had no earnings and expenditure in foreign exchange.

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the Company does not fall under the Top 1000 listed entities, based on market capitalization, as at 31^st March, 2023, the provisions of regulation 34(2)(f) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 pertaining to the Business Responsibility and Sustainability Report (BRSR) are not applicable.

21. DEPOSITS

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

22. 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 and their remunerations are as under:

(i) None of the director got any remuneration during the financial year ended as on at 31st March, 2023, therefore the ratio of remuneration of each director to the median remuneration 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 expenses on actual basis. There has been no change in the remuneration of Chief Financial Officer and 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 of the company was 4.

(v) There is no increase in remuneration of employees other than managerial personnel and its comparison with managerial remuneration and justification thereof cant be ascertained.

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

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

23. CORPORATE SOCIAL RESPONSBILITY

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

24. ANNUAL EVALUATION BY THE BOARD

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

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Para B of Schedule V in respect of Management Discussion and Analysis Report is given in Annexure- “III” forms part of this Report.

26. CORPORATE POLICIES

We seek to promote and follow the highest level of ethical standards in our business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All following policies 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 the basis of need and legal requirements. The key policies with brief description of each policy are as follows:

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

The Agenda and Notice of the Meetings were circulated well in advance to the respective Directors. The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013 i.e. the maximum interval between any two meetings did not exceed 120 days.

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

28. COMPOSITION OF COMMITTEES OF THE BOARD & MEETINGS

The composition of the various Committees of the Board & its Meeting held during the financial year 2022-23 are as follows-

(i) Composition of Audit Committee (Under Section 177 of Companies Act, 2013)

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

(ii) Composition of Stakeholders Relationship Committee (Section 178 (5) of Companies Act, 2013)

During the year under review, the meeting of Stakeholder Relationship Committee was held on 20^th December, 2022 and all the members of Stakeholders Relationship Committee attended the meeting.

(iii) Composition of Nomination and Remuneration Committee Section (178 (1) of Companies Act, 2013)

During the year under review, the meetings of Nomination and Remuneration Committee was held on 24th June, 2022 and 11th February, 2023 and all the Committee members attended the meeting.

(iv) Composition of Independent Directors

During the year under review, the meeting of Independent directors was held on 16^th December, 2022 and all the Independent directors attended the meeting.

29. THE PREVENTION OF SEXUAL HARASSMENT

In compliance with provision of Section 4 (1) of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the purpose of the committee is to address the complaints raised by women employee relating to sexual harassment at workplace. The company has zero tolerance policy on sexual harassment cases. The composition of Internal Complaint Committee of the Company is as follows-

During the year under review, the meeting of Internal Compliant Committee was held on 15th March, 2023 and all the members of Internal Compliant Committee attended the meeting. It was noted that no complaint or grievance has been received from any women employee in the company during the period under review.

30. SECRETARIAL STANDARDS:

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

31. EXTRACT OF ANNUAL RETURN

As required under the provisions of section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, a copy of the relevant Extract of Annual Return as on 31^st March, 2023 is made available at companys office website www.spsintl.co.in

32. PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

33. APPRECIATIONS

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