To, The Members, SPS International Limited,
The Directors are pleased to present before you 30th Annual Report on the
Business and Operations of your company together with the Audited Financial Statements of
the Company for the Financial Year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended March 31, 2023 is summarized
below:
(Rs. in Hundred)
Particulars |
Current Year |
Previous Year |
|
FY 2022-23 |
FY 2021-22 |
Revenue from Operations |
- |
77,485.43 |
Other Income |
13,847.02 |
52,232.92 |
Depreciation & Amortization Expenses |
239.98 |
12,151.47 |
Profit / (Loss) before Taxation |
(11,595.88) |
(227,148.77) |
Less- Deferred Tax Expenses |
17.14 |
0 |
Profit / (Loss) for the year |
(11,613.02) |
(227,148.77) |
Balance Carry forward
|
(11,613.02) |
(227,148.77) |
As you are aware that financial year 2022-23 has been a phase of takeover of the
company's 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.
2. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR TILL THE DATE
OF THIS REPORT
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.
3. TRANSFER TO RESERVE
For the year under review, the company has not transferred any amount to Reserve and
Surplus.
4. DIVIDEND
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.
5. FUTURE OUTLOOK
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.
6. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE 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.
7. SHARE CAPITAL
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.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) The size and composition of the
Board :
The composition of the Board of Directors comprises a combination of Executive,
Non-Executive Directors and Independent Directors as on 31st 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 25th 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. 24th
June, 2022 and was appointed in AGM held on 10th September, 2022 as Executive
Chairman-cum- Managing Director w.e.f. 01st August, 2022. (ii) Mr. Rohit Jain
(DIN: 00442319) as Non-Executive Director w.e.f. 24th June, 2022 (iii) Mr. Amit
Kumar Jain (DIN: 09586092) as an Independent Director (Non-Executive) with effect from 1st
July, 2022 for five years and (iv) Mrs. Kiran Arora (DIN: 00335638) as an Independent
Woman Director (Non-Executive) with effect from 1st 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 Company's
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 24th 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. 24th June, 2022.
Mr. Saurabh Gupta is continue as Company Secretary & Compliance Officer and
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 on March 31, 2023:
Mr. Rahul Jain - |
Executive Chairman-cum- Managing Director |
Mr. Ashish Jain - |
Chief Financial Officer |
Mr. Saurabh Gupta- |
Company Secretary & Compliance Officer |
9. DECLARATION BY INDEPENDENT DIRECTORS
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. DIRECTOR'S 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 Auditor's 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 22nd 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 Auditor's 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 10th 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 31st 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 can't 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:
Name of the Policy |
Brief Description |
1. Vigil |
The Company has in place a vigil mechanism in the form of Whistle
Blower Policy. |
Mechanism/Whis tle 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. |
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-
Date of Meeting |
Surendra Kumar Jain |
Shreyansh Kumar Patni |
Ramesh Chand Jain |
Shikha Jain |
Rahul Jain |
Rohit Jain |
Amit Jain |
Kiran Arora |
05th April, 2022 |
|
|
|
|
|
|
|
|
30th May, 2022 |
|
|
|
|
|
|
|
|
24th June, 2022 |
|
|
|
|
|
|
|
|
30th July, 2022 |
- |
- |
- |
- |
|
|
|
|
12th November, 2022 |
- |
- |
- |
- |
|
|
|
|
10th February, 2023 |
- |
- |
- |
- |
|
|
|
|
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)
S.No. |
Name of Member |
Date of Appointment |
Date of Cessation |
Designation |
Category |
1. |
Mr. Ramesh |
- |
25/06/2022 |
Chairman |
Non- Executive & |
|
Chand Jain |
|
|
|
Independent Director |
2. |
Mr. |
- |
25/06/2022 |
Member |
Non- Executive & |
|
Shreyansh |
|
|
|
Independent Director |
|
Kumar Patni |
|
|
|
|
3. |
Mr. Surendra |
- |
25/06/2022 |
Member |
Executive Director |
|
Kumar Jain |
|
|
|
|
4. |
Mr. Amit Jain |
01/07/2022 |
- |
Chairman |
Non- Executive & |
|
|
|
|
|
Independent Director |
5. |
Mrs. Kiran |
01/07/202 |
- |
Member |
Non- Executive & |
|
Arora |
|
|
|
Independent Director |
6. |
Mr. Rahul |
24/06/2022 |
- |
Member |
Executive Director |
|
Jain |
|
|
|
|
During the year under review, meetings of Audit Committee were held and Committee
members attended the meetings as follows-
|
|
|
Attendance |
|
|
|
Date of Meeting |
Ramesh Chand Jain |
Shreyansh Kumar Patni |
Surendra Kumar Jain |
Amit Jain |
Kiran Arora |
Rahul Jain |
07th April, 2022 |
|
|
|
- |
- |
- |
21st May, 2022 |
|
|
|
|
|
|
30th July, 2022 |
- |
- |
- |
|
|
|
12th November, 2022 |
- |
- |
- |
|
|
|
10th February, 2023 |
- |
- |
- |
|
|
|
(ii) Composition of Stakeholders Relationship Committee (Section 178 (5) of Companies
Act, 2013)
S.No. |
Name of Member |
Appointment |
Cessation |
Designation |
Category |
1. |
Mr. Ramesh Chand Jain |
- |
25/06/2022 |
Chairperson |
Non- Executive & Independent Director |
2. |
Mr. Shreyansh Kumar Patni |
- |
25/06/2022 |
Member |
Non- Executive & Independent Director |
3. |
Mr. Surendra |
- |
25/06/2022 |
Member |
Executive Director |
|
Kumar Jain |
|
|
|
|
4. |
Mr. Rohit Jain |
24/06/2022 |
- |
Chairperson |
Non- Executive & Independent Director |
5. |
Mrs. Kiran Arora |
01/07/2022 |
- |
Member |
Non- Executive & Independent Director |
6. |
Mr. Rahul Jain |
24/06/2022 |
- |
Member |
Executive Director |
During the year under review, the meeting of Stakeholder Relationship Committee was
held on 20th 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)
S.No. |
Name of |
Date of |
Date of |
Designation |
Category |
|
Member |
Appointment |
Cessation |
|
|
1. |
Mr. Shreyansh |
|
25/06/2022 |
Chairman |
Non- Executive & |
|
Kumar Patni |
|
|
|
Independent Director |
2. |
Mr. Ramesh |
|
25/06/2022 |
Member |
Non- Executive & |
|
Chand Jain |
|
|
|
Independent Director |
3. |
Mrs. Shikha Jain |
|
25/06/2022 |
Member |
Additional Director |
|
|
|
|
|
(Non-Executive) |
4. |
Mrs. Kiran Arora |
01/07/2022 |
|
Chairperson |
Non- Executive & |
|
|
|
|
|
Independent Director |
5. |
Mr. Amit Jain |
01/07/2022 |
|
Member |
Non- Executive & |
|
|
|
|
|
Independent Director |
6. |
Mr. Rohit Jain |
24/06/2022 |
|
Member |
Non-Executive |
|
|
|
|
|
Director |
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
S.No. |
Name of Member |
Designation |
Category |
1. |
Mr. Amit Kumar Jain |
Chairman |
Non-Executive& Independent Director |
2. |
Mrs. Kiran Arora |
Member |
Non-Executive &Independent Director |
During the year under review, the meeting of Independent directors was held on 16th
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-
S.No. |
Name of Member |
Designation |
1. |
Mrs. Rekha Bisht |
Chairperson |
2. |
Mrs. Sangeeta Jain |
Member |
3. |
Mr. Ankur Jain |
Member |
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 31st
March, 2023 is made available at company's 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.
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