S. P. Apparels MD, chairman, board of directors and AGM
NSE: SPALBSE: 540048Textiles & ApparelsSmall Cap
Share price at the NSE close on 23 Oct 2026. Previous close ₹864.05.
- Market capMarket capitalisation. Share price times the number of shares: what the whole company is worth at the day's price. The rank is by average market value over the six months to Jun 2026, among listed companies.
- ₹2,079 Cr1,184th largest listed
- P/EPrice to earnings, trailing. Market cap divided by the profit of the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, after the share of the other owners of its subsidiaries: what investors pay for each rupee of a year's profit. The filing of 11 Aug 2026
- 19.8
- P/BPrice to book. Market cap divided by the net worth that belongs to the company's own shareholders, its assets less everything it owes and less the other owners' share of its subsidiaries, on its latest balance sheet. The filing of 20 May 2026
- 2.2
- Dividend yieldDividend yield. Dividends paid per share in the twelve months to the day, as a percentage of the day's share price.
- 0.36%
- ROEReturn on equity. Profit over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly) that belongs to the company's own shareholders, as a percentage of their net worth, the money they have in the business. Net worth is the average of the latest balance sheet and the one a year before it. The filing of 11 Aug 2026
- 11.7%
- ROCEReturn on capital employed. Operating profit after depreciation (revenue less operating expenses and depreciation, without other income and one-off items) as a percentage of all the money the business runs on: the whole group's net worth, the other owners of its subsidiaries included, plus borrowings. Lease liabilities are not counted: the results filings do not state them. The profit is over the last twelve months (the latest four quarters, or two half years for a company that reports half-yearly); net worth and borrowings are on the latest balance sheet. The filing of 11 Aug 2026
- 13.2%
- Debt to equityDebt to equity. Borrowings divided by the whole group's net worth, the other owners of its subsidiaries included: rupees borrowed for each rupee of equity in the business. Lease liabilities are not counted: the results filings do not state them. From the balance sheet at the end of Mar 2026. The filing of 20 May 2026
- 0.43
- Volume, NSEVolume. Shares traded on the last trading day; delivery is the part buyers kept rather than sold again the same day.
- 1,23,83265.3% delivered
S. P. Apparels board of directors
At the end of the quarter to Jun 2026, as the company filed it; changes since are in its announcements.Their trades in its shares
- Chairperson and managing directorP.Sundararajan
- Managing directorS. Chenduran
- Managing directorS. Shantha
- Company Secretary and Compliance OfficerK. Vinodhini
8 directors4 independent4 executive
- P.Sundararajan · Chairperson and managing directorExecutive · joined Nov 2005 · reappointed Sep 2025 · 1 listed board
- S. LathaExecutive · joined Nov 2005 · reappointed Mar 2026 · 1 listed board · 1 committee seat
- S. Chenduran · Managing directorExecutive · joined Mar 2015 · reappointed Apr 2025 · 1 listed board · 1 committee seat
- S. Shantha · Managing directorExecutive · joined Aug 2022 · reappointed Apr 2025 · 1 listed board
- Srinivas ChidambaramIndependent · joined Nov 2025 · 8 months as independent · 1 listed board · 1 as independent · 2 committee seats, 1 as chair
- C.R. RajagopalIndependent · joined Sep 2020 · reappointed Sep 2025 · 69 months as independent · 3 listed boards · 3 as independent · 6 committee seats, 2 as chair
- H. Lakshmi PriyaIndependent · joined Sep 2020 · reappointed Sep 2025 · 69 months as independent · 1 listed board · 1 as independent · 1 committee seat
- B. RavishankarIndependent · joined Mar 2025 · 16 months as independent · 1 listed board · 1 as independent
An independent director has no business or family tie to the company, its promoters or its managers beyond the seat. Listed boards counts the boards of listed companies the director sits on, this one included, and "as independent" how many of those seats are independent ones. Committee seats are audit and stakeholder committee seats across those companies. Months as independent is filed for independent directors only, whose terms the rules cap. Disqualified is the company's own mark that a director may not serve under company law.
2 directors who left
- A.S Anand Kumar, left 12 Nov 2025: Tenure Completion
- V.Sakthivel, left 29 Mar 2025: Tenure Completion
Committees and meetings
Who sits on each, and how often they met.Board meeting notices and outcomes
Board
- 20 May 20267 of 8 present4 independent · 97 days in between
- 11 Feb 20268 of 8 present4 independent
Audit Committee
Chair C.R. Rajagopal
H. Lakshmi Priya, Srinivas Chidambaram
- 20 May 20263 of 3 present3 independent · 97 days in between
- 11 Feb 20262 of 3 present2 independent
Nomination and remuneration committee
Chair C.R. Rajagopal
H. Lakshmi Priya, B. Ravishankar
- 2 Mar 20263 of 3 present3 independent · 18 days in between
- 11 Feb 20263 of 3 present3 independent
Stakeholders Relationship Committee
Chair Srinivas Chidambaram
S. Latha, S. Chenduran, C.R. Rajagopal
- 10 Apr 20263 of 3 present1 independent · 89 days in between
- 10 Jan 20263 of 3 present1 independent
Risk Management Committee
Chair P.Sundararajan
C.R. Rajagopal, S. Chenduran
- 27 May 20263 of 3 present1 independent
Corporate Social Responsibility Committee
Chair P.Sundararajan
S. Latha, C.R. Rajagopal
- 18 May 20263 of 3 present1 independent
Independent Director Meeting
- 11 Feb 20264 of 4 present4 independent
Meetings in the quarter filed and the one before it. The days in between are as the company files them, neither meeting's day counted; the rules allow at most 120. A quorum is the least number of members who must attend for the meeting to decide anything.
Statutory auditor
Named in the results for the quarter to Jun 2026.
- ASA & Associates LLPPeer-review certificate valid to Mar 2026
A statutory auditor checks the company's accounts and signs its results. Peer review is the accountants' institute's check of an audit firm's own work, which a listed company's auditor must hold a valid certificate of.
S. P. Apparels AGM and shareholder votes
Each resolution, how the votes went, and how institutions voted apart from the promoters. A postal ballot is a vote by post or online, held without a meeting.S. P. Apparels dividend history
Annual general meeting, 21 Sep 2026
18,718 shareholders on the register on 14 Sep 2026; present: 6 promoters and 39 others; votes counted by M D SELVARAJ / MDS & ASSOCIATES LLP.The company's voting result (opens in a new tab)
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon.MoreLess
Ordinary100.00% for0.00% againstAgainst: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 75.84% · promoters 97.76% · institutions 89.65% · other public 0.86%
- Declaration of dividend on Equity Shares for the financial year ended 31st March, 2026Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 75.97% · promoters 97.76% · institutions 90.34% · other public 0.86%
- Re-appointment of Mrs.S. Latha (DIN: 00003388) as a Director, who retires on rotationOrdinaryPromoters have an interest in it99.91% for0.09% against
Against: promoters 0.00% · institutions 0.44% · other public 0.01%
Turnout: all 75.97% · promoters 97.76% · institutions 90.34% · other public 0.86%
- Approval for the sub-division of face value of Equity Shares of the Company from Rs.10/- each to Rs. 2/-eachSpecial100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 75.97% · promoters 97.76% · institutions 90.34% · other public 0.86%
- Approval for the alteration of Capital Clause of the Memorandum of Association of the CompanySpecial100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 75.97% · promoters 97.76% · institutions 90.34% · other public 0.86%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 21 Mar 2026, 2 resolutions
17,054 shareholders on the register on 13 Feb 2026; votes counted by M D SELVARAJ / MDS & ASSOCIATES LLP.The company's voting result (opens in a new tab)
- Approval of re-appointment & payment of remuneration of Mrs. S. Latha (DIN: 00003388) as Whole-Time Director designated as Executive Director of the Company.SpecialPromoters have an interest in it95.92% for4.08% against
Against: promoters 0.00% · institutions 20.56% · other public 0.00%
Turnout: all 78.84% · promoters 99.82% · institutions 85.42% · other public 7.01%
- Approval for advancing loan or giving guarantee or providing security in connection with loan availed by any person specified under Section 185 of the Companies Act, 2013.SpecialPromoters have an interest in it82.93% for17.07% against
Against: promoters 0.00% · institutions 86.07% · other public 0.01%
Turnout: all 78.84% · promoters 99.82% · institutions 85.42% · other public 7.01%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 27 Dec 2025, 1 resolution
16,878 shareholders on the register on 21 Nov 2025; votes counted by MR. M D SELVARAJ / MDS AND ASSOCIATES LLP.The company's voting result (opens in a new tab)
- Approval for the appointment of Sri. Srinivas Chidambaram (DIN: 00514665) as a Non-Executive Independent Director of the Company.Special100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 81.62% · promoters 99.82% · institutions 87.84% · other public 8.12%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 1 Sep 2025, 7 resolutions
17,206 shareholders on the register on 25 Aug 2025; present: 5 promoters and 34 others; votes counted by M D SELVARAJ / MDS & ASSOCIATES LLP.The company's voting result (opens in a new tab)
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025 together with the Reports of the Board of Directors and Auditors thereon.MoreLess
Ordinary95.96% for4.04% againstAgainst: promoters 0.00% · institutions 16.73% · other public 0.00%
Turnout: all 83.53% · promoters 100.00% · institutions 92.95% · other public 8.70%
- Declaration of dividend on Equity Shares for the financial year ended 31st March, 2025Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.00%
Turnout: all 83.65% · promoters 100.00% · institutions 93.52% · other public 8.70%
- Re-appointment of Mr. S Chenduran (DIN: 03173269) as Director, who retires on rotationOrdinaryPromoters have an interest in it99.93% for0.07% against
Against: promoters 0.00% · institutions 0.29% · other public 0.00%
Turnout: all 83.65% · promoters 100.00% · institutions 93.52% · other public 8.70%
- Approval for appointment of MDS & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for the first term of Consecutive five years from the financial year 2025-26.Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.00%
Turnout: all 83.65% · promoters 100.00% · institutions 93.52% · other public 8.70%
- Approval for re-appointment of Mr. Sundararajan Perumal Mudaliar (DIN: 00003380) as Chairman and Managing Director of the CompanySpecialPromoters have an interest in it100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.00%
Turnout: all 83.65% · promoters 100.00% · institutions 93.52% · other public 8.70%
- Approval for re-appointment of Mrs. Lakshmi Priya (DIN: 07148483) as an Independent Director of the Company for the second term of consecutive five years.Special95.86% for4.14% against
Against: promoters 0.00% · institutions 17.06% · other public 0.00%
Turnout: all 83.65% · promoters 100.00% · institutions 93.52% · other public 8.70%
- Approval for re-appointment of Mr. C.R. Rajagopal (DIN: 08853688) as an Independent Director of the Company for the second term of consecutive five years.Special95.86% for4.14% against
Against: promoters 0.00% · institutions 17.06% · other public 0.00%
Turnout: all 83.65% · promoters 100.00% · institutions 93.52% · other public 8.70%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Postal ballot, 9 Apr 2025, 3 resolutions
16,642 shareholders on the register on 7 Mar 2025; votes counted by M D SELVARAJ / MDS AND ASSOCIATES LLP.The company's voting result (opens in a new tab)
- Approval for the appointment of Sri. Ravishankar Balaraman (DIN: 07148483) as a Non-Executive Independent Director of the Company.Special95.91% for4.09% against
Against: promoters 0.00% · institutions 17.50% · other public 0.01%
Turnout: all 82.49% · promoters 99.82% · institutions 88.30% · other public 8.57%
- Approval for re-appointment of Sri. Sundararajan Chenduran (DIN: 03173269) as a Joint Managing Director of the Company.SpecialPromoters have an interest in it94.43% for5.57% against
Against: promoters 0.00% · institutions 23.83% · other public 0.03%
Turnout: all 82.49% · promoters 99.82% · institutions 88.30% · other public 8.57%
- Approval for re-appointment of Smt. Sundararajan Shantha (DIN: 00088941) as Joint Managing Director of the Company.SpecialPromoters have an interest in it94.43% for5.57% against
Against: promoters 0.00% · institutions 23.83% · other public 0.03%
Turnout: all 82.49% · promoters 99.82% · institutions 88.30% · other public 8.57%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 26 Sep 2024, 5 resolutions
Present: 5 promoters and 35 others.The company's voting result (opens in a new tab)
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024 together with the Reports of the Board of Directors and Auditors thereon.MoreLess
Ordinary95.94% for4.06% againstAgainst: promoters 0.00% · institutions 17.72% · other public 0.00%
Turnout: all 83.08% · promoters 100.00% · institutions 89.44% · other public 12.53%
- Re-appointment of Smt. S Shantha (DIN: 00088941) as Director, who retires on rotation.OrdinaryPromoters have an interest in it97.22% for2.78% against
Against: promoters 0.00% · institutions 12.08% · other public 0.00%
Turnout: all 83.21% · promoters 100.00% · institutions 90.09% · other public 12.53%
- Approval of the SPAL Employee Stock Option Plan (SPAL ESOP 2024) and grant of Employee Stock Options under SPAL ESOP 2024 to the employees of the company.Special78.25% for21.75% against
Against: promoters 0.00% · institutions 94.33% · other public 0.02%
Turnout: all 83.21% · promoters 100.00% · institutions 90.09% · other public 12.53%
- Approval of the grant of Employee Stock Options under SPAL Employee Stock Option Plan (SPAL ESOP 2024) to the employees of the Subsidiary company(ies).Special78.25% for21.75% against
Against: promoters 0.00% · institutions 94.33% · other public 0.02%
Turnout: all 83.21% · promoters 100.00% · institutions 90.09% · other public 12.53%
- Approval for revision in payment of remuneration to Mr. Sundararajan Perumal Mudaliar (DIN: 00003380) Chairman and Managing Director of the Company.SpecialPromoters have an interest in it100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.05%
Turnout: all 83.21% · promoters 100.00% · institutions 90.09% · other public 12.53%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 22 Sep 2023, 5 resolutions
Present: 6 promoters and 40 others.The company's voting result (opens in a new tab)
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2023 together with the Reports of the Board of Directors and Auditors thereonMoreLess
Ordinary100.00% for0.00% againstAgainst: promoters 0.00% · institutions 0.00% · other public 0.02%
Turnout: all 81.36% · promoters 100.00% · institutions 85.23% · other public 13.29%
- Declaration of dividend on equity shares for the financial year ended March 31, 2023Ordinary100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.02%
Turnout: all 81.49% · promoters 100.00% · institutions 85.87% · other public 13.29%
- Re-appointment of Mrs.S.Latha (DIN: 00003388) as Director, who retires on rotationOrdinaryPromoters have an interest in it98.80% for1.20% against
Against: promoters 0.00% · institutions 5.68% · other public 0.03%
Turnout: all 81.49% · promoters 100.00% · institutions 85.87% · other public 13.29%
Payment of remuneration to Mr.P.Sundararajan (DIN: 00003380) Chairman and Managing Director of the Company for the period from 21st November 2023 till the remaining period of his present term i.e. till 20th November 2025MoreLess
SpecialPromoters have an interest in it100.00% for0.00% againstAgainst: promoters 0.00% · institutions 0.00% · other public 0.02%
Turnout: all 81.49% · promoters 100.00% · institutions 85.87% · other public 13.29%
- Payment of remuneration to Mrs. S. Latha (DIN: 00003388) Executive Director of the Company for the period from 16th August 2024 till the remaining period of her present term i.e. till 15th August 2026SpecialPromoters have an interest in it100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.02%
Turnout: all 81.49% · promoters 100.00% · institutions 85.87% · other public 13.29%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
Annual general meeting, 19 Sep 2022, 7 resolutions
Present: 5 promoters and 38 others.The company's voting result (opens in a new tab)
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2022 together with the Reports of the Board of Directors and Auditors thereonMoreLess
Ordinary100.00% for0.00% againstAgainst: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 82.16% · promoters 100.00% · institutions 95.08% · other public 15.99%
- Re-appointment of Sri.S.Chenduran (DIN: 03173269) as Director, who retires on rotationOrdinaryPromoters have an interest in it99.00% for1.00% against
Against: promoters 0.00% · institutions 4.73% · other public 0.01%
Turnout: all 82.24% · promoters 100.00% · institutions 95.49% · other public 15.99%
- Re-appointment of M/s. ASA & Associates LLP (Firm Registration Number: 009571N/ N500006), Chartered Accountants, Chennai as Statutory Auditors of the Company for a second term of five financial yearsOrdinary99.71% for0.29% against
Against: promoters 0.00% · institutions 1.36% · other public 0.01%
Turnout: all 82.24% · promoters 100.00% · institutions 95.49% · other public 15.99%
- Appointment of Smt.S.Shantha (DIN: 00088941) as Director of the CompanyOrdinaryPromoters have an interest in it94.42% for5.58% against
Against: promoters 0.00% · institutions 26.48% · other public 0.01%
Turnout: all 82.24% · promoters 100.00% · institutions 95.49% · other public 15.99%
- Appointment of Smt.S.Shantha (DIN: 00088941) as Joint Managing Director of the Company for a period of 3 (Three) years with effect from 11th August, 2022SpecialPromoters have an interest in it94.42% for5.58% against
Against: promoters 0.00% · institutions 26.48% · other public 0.01%
Turnout: all 82.24% · promoters 100.00% · institutions 95.49% · other public 15.99%
- Appointment of Sri.S.Chenduran (DIN: 03173269) as Joint Managing Director of the Company for a period of 3 (Three) years with effect from 11th August, 2022SpecialPromoters have an interest in it94.42% for5.58% against
Against: promoters 0.00% · institutions 26.48% · other public 0.01%
Turnout: all 82.24% · promoters 100.00% · institutions 95.49% · other public 15.99%
- Alteration of Article 13 of Articles of Association of the CompanySpecial100.00% for0.00% against
Against: promoters 0.00% · institutions 0.00% · other public 0.01%
Turnout: all 82.24% · promoters 100.00% · institutions 95.49% · other public 15.99%
For and against are per cent of the votes cast. Turnout is the votes cast as a per cent of the shares each group holds. Institutions are funds, insurers, banks and foreign investors. An ordinary resolution passes with more than half the votes cast, a special one with at least three quarters.
How mutual funds voted
Fund houses must disclose how they vote at every meeting of a company they hold.
Mutual fund votes, meeting of 21 Sep 2026, 3 fund houses so far (houses' deadline to file 15 Oct 2026)
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 together with the Reports of the Board of Directors and Auditors thereon.MoreLess
3 for0 against- Declaration of dividend on Equity Shares for the financial year ended 31st March, 20263 for0 against
- Re-appointment of Mrs.S. Latha (DIN: 00003388) as a Director, who retires on rotation3 for0 against
- Approval for the sub-division of face value of Equity Shares of the Company from Rs.10/- each to Rs. 2/-each3 for0 against
- Approval for the alteration of Capital Clause of the Memorandum of Association of the Company3 for0 against
Mutual fund votes, meeting of 21 Mar 2026, 4 fund houses
- Approval of re-appointment & payment of remuneration of Mrs. S. Latha (DIN: 00003388) as Whole-Time Director designated as Executive Director of the Company.
Against LIC Mutual Fund, quant Mutual Fund
- LIC Mutual FundGovernance Concern: No absolute cap on variable pay. The Company has not disclosed or put an absolute cap on the variable pay proposed. Remuneration payable to Executive Directors should be subject to clearly defined limits in both relative and absolute terms to ensure transparency and alignment with best governance practices. In the absence of an explicit absolute ceiling on the variable pay, the structure may allow for the payment of substantial amounts.
- quant Mutual FundCompliant with law. No concern on the merit of proposed appointee. Governance Concern: No absolute cap on variable pay. The Company has not disclosed or put an absolute cap on the variable pay proposed. The remuneration of executive directors should be adequately capped both in relative as well as absolute form, especially in the case of promoter executive directors, such that the variable component should be linked to the performance of the individual and as well as the performance of the Company. Further, a remuneration approval without absolute cap does not serve the purpose of taking shareholders’ approval as shareholders are being deprived of adequate information and they may not be able to take an informed and adequate decision.
2 for2 against - Approval for advancing loan or giving guarantee or providing security in connection with loan availed by any person specified under Section 185 of the Companies Act, 2013.
Against LIC Mutual Fund, Mahindra Manulife Mutual Fund, quant Mutual Fund
- LIC Mutual FundConcerns over Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013. Governance concern: Enabling Approval with Inadequate disclosures. Transparency Concern: Inadequate Disclosures w.r.t interest of Directors in the Parties seeking loans and/or guarantees; The Company has not disclosed details of the other shareholders of the recipient company(s) contribution.
- Mahindra Manulife Mutual FundThe company seeks shareholder approval to provide loans, guarantees and security upto Rs. 1.0 bn to any other person in which any of the directors of the company are deemed to be interested in order to meet future business requirements. While the resolution is enabling in nature, it also allows financial support to entities in which directors are interested. The company should have provided clarity on the specific entities involved, the nature of the company’s interest, and the rationale for extending such support. In the absence of disclosures, we do not support the resolution.
- quant Mutual FundNon-compliant w.r.t Companies Act, 2013: Non-disclosure of full particulars as required under Section 185 of Companies Act, 2013. Governance concern: Enabling Approval with Inadequate disclosures. Transparency Concern: Inadequate Disclosures w.r.t interest of Directors in the Parties seeking loans and/or guarantees: The proviso to Section 185(2)(a) requires disclosure of full particulars of the loans/guarantees/securities to be made in the explanatory statement to the Notice. However, the Company has not disclosed details of the loans/ guarantee, including recipient, terms of the transactions and purpose of utilisation. The rationale behind above law requiring disclosures regarding the full particulars of the loans given, or guarantee given or security provided as well as the purpose of its utilisation, is to enable the shareholders to take a decision after taking into the consideration the full particulars of the transaction to be undertaken with the persons/entities wherein the directors are interested
1 for3 against
6 earlier meetings
Mutual fund votes, meeting of 27 Dec 2025, 6 fund houses
- Approval for the appointment of Sri. Srinivas Chidambaram (DIN: 00514665) as a Non-Executive Independent Director of the Company.6 for0 against
Mutual fund votes, meeting of 1 Sep 2025, 5 fund houses
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2025 together with the Reports of the Board of Directors and Auditors thereon.MoreLess
Against quant Mutual Fund
- quant Mutual FundNon-Compliant with S.136(1) of the Companies Act & Regulation 46(2)(s) of SEBI LODR: Non-disclosure of the audited financial statements of all subsidiaries on the website of the company.
4 for1 against- Declaration of dividend on Equity Shares for the financial year ended 31st March, 20255 for0 against
- Re-appointment of Mr. S Chenduran (DIN: 03173269) as Director, who retires on rotation5 for0 against
- Approval for appointment of MDS & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for the first term of Consecutive five years from the financial year 2025-26.5 for0 against
- Approval for re-appointment of Mr. Sundararajan Perumal Mudaliar (DIN: 00003380) as Chairman and Managing Director of the Company
Against quant Mutual Fund
- quant Mutual FundUpon reviewing our proxy advisor’s concerns, we find that these resolutions are as per extant regulations and nothing untoward has come to our attention insofar as what is stated therein.
4 for1 against - Approval for re-appointment of Mrs. Lakshmi Priya (DIN: 07148483) as an Independent Director of the Company for the second term of consecutive five years.
Against quant Mutual Fund
- quant Mutual FundCompliant with the law. Governance concern: Proposed director is a member of the NRC, hence, should be held accountable for differential remuneration practice administered without justification.
4 for1 against - Approval for re-appointment of Mr. C.R. Rajagopal (DIN: 08853688) as an Independent Director of the Company for the second term of consecutive five years.
Against quant Mutual Fund
- quant Mutual FundCompliant with the law. Governance concern: Proposed director is a member of the NRC, hence, should be held accountable for differential remuneration practice administered without justification.
4 for1 against
Mutual fund votes, meeting of 9 Apr 2025, 5 fund houses
- Approval for the appointment of Sri. Ravishankar Balaraman (DIN: 07148483) as a Non-Executive Independent Director of the Company.
Against quant Mutual Fund
- quant Mutual FundRegarding the appointment of Mr Ravishankar Balaraman as a Non- Executive Independent Director of the company. No concern identified on the merits of proposed appointee. Non-Compliant with SEBI (LODR), 2015 & Companies Act, 2013: Terms and conditions of appointment of proposed ID not disclosed on the website of the company. Hence, we are voting against the resolution.
4 for1 against - Approval for re-appointment of Sri. Sundararajan Chenduran (DIN: 03173269) as a Joint Managing Director of the Company.
Against Mahindra Manulife Mutual Fund, quant Mutual Fund
- Mahindra Manulife Mutual FundSundararajan Chenduran, 35, is part of the promoter family and Managing Director of S.P. Retail Ventures Limited, which houses the retail operations of the company and was set up in FY22. He has been on board since March 2015, initially a Whole-Time Director, he was reclassified as a Non-Executive Non-Independent Director from February 2021 and reclassified as Joint Managing Director in AGM 2022. He received Rs. 15.0 mn (including Rs. 12.0 mn as commission) in FY24. We estimate his annual remuneration at Rs. 13.4 mn (including Rs. 10.4 mn as commission). We expect the company to disclose the performance metrics that will determine his commission. As per the company, as Joint Managing Director, he will be responsible for managing the day-to-day affairs of the company. The board already comprises an Executive Chairperson and an Executive Director, both from the promoter family – therefore, the presence of two additional Joint Managing Directors, is excessive, especially given the size of the business. Promoter family executive remuneration, which is currently at 5.0% of FY24 pre-tax profits, is expected to exceed 5% of profits going forward, which is high. Given the lack of clarity on his current job role, lack of details of remuneration from S.P. Retail Ventures Limited, if any, and presence of four executive directors from the promoter family, we are unable to support the resolution.
- quant Mutual FundRegarding the re-appointment of Mr Sundararajan Chenduran and Mrs Sundararajan Shantha as joint managing directors of the company. Both the resolutions are compliant with the law. We have governance concern that there is no absolute cap on variable pay or total remuneration for Mr Chenduran and no variable pay for Mrs Shantha, who is occupying more than 1 full time position. Hence, we are voting against the resolutions.
3 for2 against - Approval for re-appointment of Smt. Sundararajan Shantha (DIN: 00088941) as Joint Managing Director of the Company.
Against Mahindra Manulife Mutual Fund, quant Mutual Fund
- Mahindra Manulife Mutual FundMs. Sundararajan Shantha, 42, is part of the promoter family and Managing Director of S.P. Superfine Cotton Mills Private Limited, a promoter company. She has been associated with the company since 2005 and is on the board since 11 September 2022.She received Rs. 1.2 mn in FY24. We estimate her annual remuneration at Rs. 1.2 mn.As per the company, as Joint Managing Director, she will be responsible for managing day-to-day affairs. The board already comprises an Executive Chairperson and an Executive Director, both from the promoter family – therefore, the presence of two additional Joint Managing Directors, is excessive, especially given the size of the business. Promoter family executive remuneration, which is currently at 5.0% of FY24 pre-tax profits, is expected to exceed 5% of profits going forward, which is high. Given the lack of clarity on her current job role, lack of details of remuneration from S.P. Superfine Cotton Mills Private Limited, if any, and presence of four executive directors from the promoter family, we are unable to support the resolution.
- quant Mutual FundRegarding the re-appointment of Mr Sundararajan Chenduran and Mrs Sundararajan Shantha as joint managing directors of the company. Both the resolutions are compliant with the law. We have governance concern that there is no absolute cap on variable pay or total remuneration for Mr Chenduran and no variable pay for Mrs Shantha, who is occupying more than 1 full time position. Hence, we are voting against the resolutions.
3 for2 against
Mutual fund votes, meeting of 26 Sep 2024, 4 fund houses
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024 together with the Reports of the Board of Directors and Auditors thereon.MoreLess
Against LIC Mutual Fund
- LIC Mutual FundUnqualified financial statements. Non-Compliant with S.136(1) of the Companies Act & Regulation 46(2)(s) of SEBI LODR: Non-disclosure of the audited financial statements of Subsidiaries on the website of the Company.
3 for1 against- Re-appointment of Smt. S Shantha (DIN: 00088941) as Director, who retires on rotation.
Against Mahindra Manulife Mutual Fund
- Mahindra Manulife Mutual FundS Shantha, 41, part of the promoter group and Joint Managing Director and has been on the board since August 2022. She attended all six board meetings and retires by rotation. Although her appointment is in line with requirements, she is also Managing Director of S.P. Superfine Cotton Mills Private Limited, a promoter company. The company had earlier disclosed that as Joint Managing Director, she will be responsible for the Garment Division (Export Division) performance. Her role is restricted to a niche segment of the business and therefore the rationale for her designation as Joint Managing Director is unclear. The board already comprises an Executive Chairperson and an Executive Director, both from the promoter family – therefore, having two Joint Managing Directors is disproportionate for the size of the business. Given the size of the company, the need for four executive promoter directors (including Ms. S. Shantha) is excessive.
3 for1 against - Approval of the SPAL Employee Stock Option Plan (SPAL ESOP 2024) and grant of Employee Stock Options under SPAL ESOP 2024 to the employees of the company.
Against DSP Mutual Fund, Franklin Templeton Mutual Fund, LIC Mutual Fund
- DSP Mutual FundUnder the scheme, options exercisable up to 250,000 equity shares will be issued to employees of the company. The maximum dilution for the total scheme is 1.0%, on the extended capital base. The exercise price shall be determined in accordance with the notified scheme(s) under the plan. We do not favour ESOP schemes where there is no clarity on the exercise price, wherein options could be granted at a significant discount (of more than 20%) to the market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount. Further, in the case SPAL ESOP 2024, the vesting seems to be based on continued employment with the organisation i.e., time-based vesting. We believe, issuance of stock options at a discount to the market price does not align the interests of shareholders with those of employees, unless the options vest based on clear performance-based parameters. We do not support the resolution.
- Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price, at a discount to the current market price. • The company has not specified objective performance metrics, performance targets and thresholds for vesting.
- LIC Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise price, Exercise period and Vesting period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee.
1 for3 against - Approval of the grant of Employee Stock Options under SPAL Employee Stock Option Plan (SPAL ESOP 2024) to the employees of the Subsidiary company(ies).
Against DSP Mutual Fund, Franklin Templeton Mutual Fund, LIC Mutual Fund
- DSP Mutual FundThrough resolution #4, the company seeks to extend the benefits of SPAL ESOP 2024 to the employees of subsidiaries. Although we do support the extension of ESOP schemes to employees of unlisted subsidiaries, our view is linked to resolution #3.
- Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The scheme provides flexibility for grant of stock options with an exercise price, at a discount to the current market price. • The company has not specified objective performance metrics, performance targets and thresholds for vesting.
- LIC Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise price, Exercise period and Vesting period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee.
1 for3 against - Approval for revision in payment of remuneration to Mr. Sundararajan Perumal Mudaliar (DIN: 00003380) Chairman and Managing Director of the Company.4 for0 against
Mutual fund votes, meeting of 22 Sep 2023, 3 fund houses
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2023 together with the Reports of the Board of Directors and Auditors thereonMoreLess
3 for0 against- Declaration of dividend on equity shares for the financial year ended March 31, 20233 for0 against
- Re-appointment of Mrs.S.Latha (DIN: 00003388) as Director, who retires on rotation3 for0 against
Payment of remuneration to Mr.P.Sundararajan (DIN: 00003380) Chairman and Managing Director of the Company for the period from 21st November 2023 till the remaining period of his present term i.e. till 20th November 2025MoreLess
3 for0 against- Payment of remuneration to Mrs. S. Latha (DIN: 00003388) Executive Director of the Company for the period from 16th August 2024 till the remaining period of her present term i.e. till 15th August 20263 for0 against
Mutual fund votes, meeting of 19 Sep 2022, 2 fund houses
Adoption of the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2022 together with the Reports of the Board of Directors and Auditors thereonMoreLess
2 for0 against- Re-appointment of Sri.S.Chenduran (DIN: 03173269) as Director, who retires on rotation2 for0 against
- Re-appointment of M/s. ASA & Associates LLP (Firm Registration Number: 009571N/ N500006), Chartered Accountants, Chennai as Statutory Auditors of the Company for a second term of five financial years2 for0 against
- Appointment of Smt.S.Shantha (DIN: 00088941) as Director of the Company
Against ICICI Prudential Mutual Fund
- ICICI Prudential Mutual FundSmt. S. Shantha is part of the promoter family and is already acting as the Managing Director of S.P. Superfine Cotton Mills Private Limited, a promoter company. However, given the size of S.P Apparels Ltd., appointing four executive promoter directors (including Ms. S. Shantha) would be excessive. Hence, the AMC has voted against the resolution
1 for1 against - Appointment of Smt.S.Shantha (DIN: 00088941) as Joint Managing Director of the Company for a period of 3 (Three) years with effect from 11th August, 2022
Against ICICI Prudential Mutual Fund
- ICICI Prudential Mutual FundThe AMC has voted against the resolution as Smt. S. Shantha, is Managing Director of S.P. Superfine Cotton Mills Private Limited, a promoter company. As Joint Managing Director of S.P. Apparels Limited, she will be responsible for the Garment Division (Export Division) performance. Her role is restricted to a niche segment of the business and therefore the rationale for her designation as Joint Managing Director is unclear. The board already comprises of an Executive Chairperson and an Executive Director, both from the promoter family. Therefore, the addition of two Joint Managing Directors is excessive especially given the size of the business.
1 for1 against - Appointment of Sri.S.Chenduran (DIN: 03173269) as Joint Managing Director of the Company for a period of 3 (Three) years with effect from 11th August, 2022
Against ICICI Prudential Mutual Fund
- ICICI Prudential Mutual FundThe AMC has voted against the resolution as Mr. S. Chenduran is the Managing Director of S.P. Retail Ventures Limited, which houses the retail operations of the company and was set up in FY2022. As Joint Managing Director of S.P. Apparels Limited, he will be responsible for performance of Spinning Units & Processing Unit as well as both the subsidiary companies – SP Retail Ventures Limited & SP UK. His role is restricted to a segment of the business and therefore the rationale for his designation as Joint Managing Director is unclear. The Board already comprises of an Executive Chairperson and an Executive Director, both from the promoter family. Therefore, the addition of two Joint Managing Directors, is excessive, especially given the size of the business.
1 for1 against - Alteration of Article 13 of Articles of Association of the Company2 for0 against
Each fund house counted once, from its own disclosure; the reasons are its own words.
Investor complaints and compliance
Quarter by quarter.
Investor complaints received and resolved, the company's own count
- Received
- Resolved
Open at the quarter's end
- The board is made up as the listing rules require
- Yes
- The board has a regular chairperson
- Yes
- The company has a risk management committee
- Yes
- The chair is related to the managing director
- Yes
- The filing has a part on fines and penalties
- No
- The filing has a part on tax disputes
- No
- There was a cyber security incident in the quarter
- No
The company's own answers in its filing.