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Directors Report of SPS International Ltd.

Mar 31, 2014

The Shareholders,

The Directors are pleased to present the Twenty first Annual Report for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of the Company during the year has been as under:

(Rs/Lakh) PARTICULARS Year ended on 31.03.20141 31.03.2013

Incomes:

Net Sales/Income from operations 1674.46 1434.03

Other Income 15.25 47.64

Total (A) 1689.71 1481.67

Expenditure:

(lncrease)/Decrease in stock in trade (38.61) 71.09

Consumption of raw material 868.62 509.50

Purchase of traded goods 259.40 221.64

Staff cost 175.58 208.19

Other expenditure 276.14 329.84

Finance Cost 13.81 63.97

Depreciation 88.62 48.77

Total (B) 1643.56 1453.00

Profit ( )/ Loss (-) before tax (A-B) 46.15 28.67

Tax Expenses 5.89 5.46

Provision for MAT 3.53 -2.19

Provision for Fringe Benefit Tax - -

Provision for deferred tax liability 9.54 8.69

Net profit ( )/ Loss (-) 27.20 16.70

Paid-up equity shares capital (Face value) 322.59 322.59

Reserves 144.59 127.90

Basic and diluted EPS 0.84 0.52

During the year under review the total income was Rs. 1689.71 Lac as against Rs.1481.67 Lac in F.Y. 2012-13. The net Profit after tax for the year is Rs. 46.15 Lac as against Rs. 28.67 Lac in F.Y. 2012-13.

DIVIDEND :

Due inadequacy of profits in the current year, no dividend for the year is being recommended.

STOCK EXCHANGES :

The shares of the Company are listed at Bombay Stock Exchange Ltd. The listing fee for the financial year 2014-2015 has been paid to Bombay Stock Exchange Ltd.

DIRECTORS:

ShAnkur Jain and Sh. R.C. Jain are retiring at the ensuing Annual General Meeting and have offered themselves for re-appointment. Proposal for their re-appointment is being included in the notice convening Annual General Meeting.

PROMOTER GROUP:

The promoter group consists of Sh. S.K. Jain, Smt. Sarla Jain, Sh. Ankur Jain, Sh. Madhur Jain, Smt. Shikha Jain, Smt. Kopal Jain and SPSInfratech Private Limited.

DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under section 217(2AA) of the Companies Act, 1956. we report that:

in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and 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 that period;

the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; the directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS'' REPORT :

M/s Sudhir Chaudhary & Associates, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting. The Company has received from them a letter dated 6/8/2014 to the effect that they are eligible and willing to be re-appointed as auditors of the Company. Their re-appointment, if made, would be within the limits prescribed under section 139 of the Companies Act, 2013. Accordingly, the resolution for appointment of the auditors has been included in the Notice convening next Annual General Meeting.

There are no comments or qualification in the Auditors'' Report requiring an explanation or comments by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS :

Management Discussion and Analysis forms part of the Directors'' Report and is annexed as Annexure-I. CORPORATE GOVERNANCE :

Your Company is complying with all the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. A Report on the Corporate Governance is enclosed as Annexure-11. A certificate dated 6/08/2014 from the statutory auditors on compliance with the requirements of clause 49 of the listing agreement is annexed to the Directors'' Report and forms part of the Corporate Governance Report.

FIXED DEPOSITS :

Your Company has not accepted any deposits from public within the meaning of section 58-A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

The report required to be made pursuant to Section 217( 1 )(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure-lII and forms part of this report.

Complied by: Dion Global Solutions Limite

There are no employees in the Company, drawing remuneration exceeding the limits prescribed in section 217(2-A) of the Companies Act. 1956 read with Companies (Particulars of Employees) Rules, 1975. "

ACKNOWLEDGEMENTS :

Your Directors express their deep sense of appreciation for the assistance and co-operation received from the Banks. Auditors and other authorities during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the devoted and sincere services of all the executives, staff and workers of the Company. "

By the order of the Board Place : Faridabad Dated: 12/08/2014 Sd/- S.K.Jain (Chairman and Managing Director)


Mar 31, 2010

The Directors are pleased to present the Seventeenth Annual Report for the year ended 31st March, 2010.

FINANCIAL RESULTS

The financial performance of the Company during the year has been as under:

(Rs/Lakh)

PARTICULARS Year ended on

31.03.20101 31.03.2009

Incomes:

Net Sales/Income from operations 1198.95 1324.41

Other Income 10.97 12.37

Total (A) 1209.92 1336.78

Expenditure;

(Increase)/Decrease in stock in trade (6.63) (45.31)

Purchase of traded goods 827.12 945.60

Staff cost 133.51 136.69

Other expenditure 155.35 199.40

Interest 22.58 16.61

Depreciation 67.05 52.24

Total (B) 1198.98 1305.23

Profit (+)/ Loss (-) before tax (A-B) 10.94 31,55

Provision for taxation 7.30 13.50

Provision for Fringe Benefit Tax 0 2.55

Provision for deferred tax liability (4.37) (4.95)

Net profit (+)/ Loss (-) 8.01 20.45

Paid-up equity shares capital (Face value) 322.59 322.59

Reserves 101.12 86.56

Basic and diluted EPS 0.25 0,63

During the year under review the total income is ? 1209.92 Lac as against Rs1336.78 Lac in F.Y. 2008-09. The net profits after tax for the year are Rs 8.01 Lac as against Rs 20.45 Lac in F.Y. 2008-09.

The Company is exploring opportunities in new business areas. The Company is in discussions with a US based company engaged in the innovative and niche business of proving an image on an organic product to be used as gift item etc. The US company has patent over the process. The product is a unique one and has lot of potential in India. Your Company is in discussions to get a license over the Patent in India.

The Company is also in discussions for alliance in the area of solar power generation. The Company may either on its own or through a joint venture may foray in the area of Solar Power Generation.

Presently, both the above activities are not covered in the Objects Clause of Memorandum of Association of the Company and therefore, the Object Clause has to be amended to include these activities. Pursuant to provisions of section 192 A and The Companies (Passing of the Resolution by Postal Ballot) Rules, 2001 as amended from time to time the resolution for amendment in Object Clause has to be passed through process of postal ballot. Your Directors would initiate the process of postal ballot very soon to seek your consent to the amendment in object clause.

DIVIDEND

Due to inadequacy of profits in the current year, no dividend for the year is being recommended.

STOCKEXCHANGES

The shares of the Company are listed at Bombay Stock Exchange Ltd. The listing fee for the financial year 2010-2011 has been paid to Bombay Stock Exchange Ltd.

DIRECTORS

Sh. Vipin Gupta and Sh. Anoop Dawar are retiring at the ensuing Annual General Meeting and have offered themselves for re-appointment.

The term of office of Sh. Sudhir Jain as whole time director is coming to an end on September 30,2010. It is proposed to re-appoint him as whole time director for a further period of two years w.e.f October 1, 2010. Sh. Ankur Jain was appointed as additional director by the Board of Directors and his term of office is coming to an end at the ensuing Annual General Meeting.

Necessary resolutions for the re-appointment of the above directors are being included in the Notice convening 17* Annual General Meeting.

PROMOTER GROUP

The promoter group consists of Sh. S.K. Jain, Smt. Sarla Jain, Sh. Ankur Jain, Sh. Madhur Jain, Smt. Shikha Jain and MAJA Merchandise Private Limited.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, we report that:

! in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii the directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and 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 that period;

iii the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv the directors have prepared the annual accounts on a going concern basis.

AUDITORS AND AUDITORS REPORT

M/s Sudhir Chaudhary & Associates, Chartered Accountants, the Statutory Auditors of the Company are retiring at the ensuing Annual General Meeting. The Company has received from them a letter dated 25/7/2010 to the effect that they are eligible and willing to be re-appointed as auditors of the Company and their re-appointment, if made, would be within the limits prescribed under section 224 (1-B) of the Companies Act, 1956. Accordingly, the resolution for appointment of the auditors has been included in the Notice convening next Annual General Meeting.

There are no comments or qualification in the Auditors Report requiring an explanation or comments by the Board.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis forms part of the Directors Report and is annexed as Annexure-I.

CORPORATE GOVERNANCE

Your Company is complying with all the provisions of Clause 49 of the Listing Agreement with the Bombay Stock Exchange Ltd. A Report on the Corporate Governance is enclosed as Annexure-II, A certificate dated 28/5/2010 from the statutory auditors on compliance with the requirements of clause 49 of the listing agreement is annexed to the Directors Report and forms part of the Corporate Governance Report.

FIXED DEPOSITS

During the year under review, your Company has not accepted any deposits from public within the meaning of section 58-A of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND

OUTGO

The report required to be made pursuant to Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 is annexed as Annexure-III and forms part of this report.

PARTICULARS OF EMPLOYEES

There are no employees in the Company, drawing remuneration exceeding the limits prescribed in section 217(2-A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

ACKNOWLEDGMENTS

Your Directors express their deep sense of appreciation for the assistance and co-operation received from the Banks, Auditors and other authorities during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the devoted and sincere services of all the executives, staff and workers of the Company.

Place : Faridabad On behalf of the Board of Directors

Dated; 17.08,2010 Sd./

S.K.JAIN (Chairman and Managing Director)

 
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