To the Members
Your Directors are pleased to present the Annual Report on the Business and operationsof the Company together with the Audited Statement of Accounts for the year ended 31stMarch 2016.
The financial performance of your Company for the year ended March 31 2016 issummarized below:
| || ||(Rupees in Lacs) |
|Particulars ||2015-2016 ||2014-2015 |
|Net Sales/Income from Operations ||276.57 ||327.43 |
|Total Income ||278.52 ||328.03 |
|Total Expenses ||264.00 ||316.37 |
|Profit/(Loss) from operations before other incomes finance cost and exceptional items ||12.57 ||11.06 |
|Other Incomes ||1.95 ||0.60 |
|Profit/(Loss) from operations after other incomes finance cost but before exceptional items ||14.52 ||11.66 |
|(-) Exceptional Items ||- ||- |
|Profit/(Loss) Before Tax ||14.52 ||11.66 |
|Tax || || |
|- Current Tax ||4.35 ||2.89 |
|- Deferred Tax ||0.00 ||0.53 |
|Net Profit After Tax ||10.17 ||8.24 |
|(-) Extraordinary Items ||- ||- |
|Net Profit ||10.17 ||8.24 |
The Financial Statements for the Financial year ended 31st March 2016 havebeen approved by the Audit Committee.
The Company has invested substantially in financing the profitability of which will bereflected in the Coming year.
The Board of Directors does not recommend any Dividend for the year under review.
The paid up Equity Share Capital as on 31st March 2016 was Rs.601.22 Lacs @ Rs.10 pershare. The Company has not issued shares with differential voting rights nor granted stockoptions or sweat equity.
COMPANIES JOINT VENTURES AND ASSOCIATES COMPANIES
The Company has associate company but does not have any Subsidiary Joint Venture.
During the year under review the Company has not accepted any deposits faffing withinthe meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance orDeposits) Rules 2014.
Rs 10.17 lacs has been transferred to the Profit & Loss account.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY
During the year under review Company has entered into Related Party which requiresdisclosure under Section 134 (3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014. The policy on transaction with related party isdisclosed in annexure - 6 at board report. The policy on materiality of related partytransactions and also on dealing with related party transactions as approved by the Boardmay be accessed on the Company website.
LOANS INVESTMENT AND GUARANTEES BY THE COMPANY
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
INTERNAL FINANCIAL CONTROLS
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are- adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
The audited financial statement of the Company prepared in accordance with relevantAccounting Standards (AS) issued by the Institute of Chartered Accountants of India formspart of this Annual Report. The Compliance Officer will make these documents availableupon receipt of a request from any member of the Company interested in obtaining the same.These documents will also be available for inspection at the Registered Office of yourCompany during working hours up to the date of the Annual General Meeting.
DISCLOSURES UNDER SECTION 134(3) (I) OF THE COMPANIES ACT 2013
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
Mrs. Meena S Jain (DIN 00004413) who retires by rotation and being eligible offersherself for re-appointment. If reappointed his term would be in accordance with thepolicy for directors of the Company.
The Company has formulated a policy on director appointment & remunerationincluding criteria for determining qualifications positive attributes independence ofdirector & other matters as provided under section 178(3) of the Companies Act 2013& such policy is annexed with the Director Report. The details of familiarizationprogramme for Independent Directors have been disclosed on website of the Company.Pursuant to the provisions of the Companies act 2013 and SEBI (Listing Obligation andDisclosure Requirements) 2015 evaluation of every Directors performance was done by theNomination and Remuneration Committee. The performance evaluation of the Non - IndependentDirectors and the Board as a whole committees thereof and the chairperson of the companywas carried out by the Independent Directors. Evaluation of the Independent Directors wascarried out by the entire Board of Directors excluding the Directors being evaluated. Astructured questionnaire was prepared after circulating the draft norms covering variousaspects of the evaluation such as adequacy of the size and composition of the Board andCommittee thereof with regard to skill experience independence diversity attendanceand adequacy of time given by the directors to discharge their duties CorporateGovernance practices etc. The Directors expressed their satisfaction with the evaluationprocess.
The following policies of the company are attached herewith and marked as Annexure 1Annetfure 2 and Annexure 3.
Policy on appointment of Directors and Senior Management (Annexure 1)
Policy on Remuneration to Directors' (Annexure 2)
Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)
NUMBER OF MEETING OF BOARD OF DIRECTORS
The Board of Directors have met 5 times and Independent Directors have met once duringthe year ended 31st March 2016 in accordance with the provisions of the Companies Act2013 and rules made thereunder. All the Directors actively participated in the meetingsand contributed valuable inputs on the matters brought before the Board of Directors fromtime to time.
KEY MANAGERIAL PERSONNEL
During the year under review Mr. Sureshchand P Jain was re - appointed as the ManagingDirector of the Company for the period 25th March 20-15 to 27thMarch 2020. Mr. Sandeep S. Gopale is the Chief Financial Officer of the Company. Companyis yet to appoint a Company Secretary and is looking for a suitable candidate.
DECLARATIONS BY INDEPENDENT DIRECTOR
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013. As per Section 149 of the Companies Act 2013 independentdirectors shall hold office for a term up to five consecutive years on the board of acompany but shall be eligible for re-appointment for another term up to five years onpassing of a special resolution by the company and disclosure of such appointment inBoard's Report. Further Section 152 of the Act provides that the independent directorsshall not be liable to retire by rotation in the Annual General Meeting (AGM') ofthe Company.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. Sanjay Raja Jain & Co (FirmRegistration No. 120132W) Chartered Accountants Mumbai hold office up to the conclusionof 33rd Annual General Meeting of the Company. However their appointment asStatutory Auditors of the Company is subject to ratification by the members at everyAnnual General Meeting. The Company has received a certificate from the said Auditors thatthey are eligible to hold office as the Auditors of the Company and are not disqualifiedfor being so appointed. Necessary resolution for ratification of appointment of the saidAuditor is included in this Notice.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are selfexplanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany hereby confirms that:
i In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
ii The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial yea. and ofthe profit and loss of the Company for the year ended 31st March 2016.
iii. The Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.
iv. The Directors have prepared the Annual Accounts on a going concern basis.
v. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
vi. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2015-16.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.
DETAILS OF COMMITTEE OF DIRECTORS
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 201516 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report forming part of this report.
The recommendation by the Audit Committee as and when made to Board has been acceptedby it.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board.
The Management evaluated various risks and that there is no element of risk identifiedthat may threaten the existence of the Company.
WHISTLE BLOWER MECHANISM
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
As per SEBI Listing Regulations corporate governance report with auditors' certificatethereon and management discussion and analysis are attached which form part of thisreport.
As per Regulation 34 of the SEBI Listing Regulations a business responsibility reportis attached and forms part of this annual report. '
MANAGING DIRECTOR'S CERTIFICATE
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134(3)(m) of the Companies Act 2013 theCompany uses the latest technologies for improving the productivity and quality of theservices. Further the Company has not earned nor spends foreign exchange during the yearunder review.
PARTICULARS OF EMPLOYEES
The prescribed particulars of the employees required under Rule 5 (1) of the Companies(Appointment and Remuneration) Rules 2014 are attached as Annexure - 5 and forms part ofthis report.
None of the employees of the Company is in receipt of remuneration prescribed underSection 197 (12) of the Companies Act 2013 read with rule 5(2) of the Companies(Appointment and Remuneration) Rules 2014. Thus furnishing of particulars under theCompanies (Appointment and Remuneration) Rules 2014 does not arise.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31** March 2016 in prescribed form dulyaudited by the Practicing Company Secretary Firm M/s. Martinho Ferrao & Associates isannexed herewith and forming part of the report.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report.(Annexure - 7)
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REQULATORS OR COURTS
There were no significant and material orders passed by the regulators or courts ortribunals which may impact the going concern status of the Company and its operations infuture.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March 2016 have beendisclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2015-2016 is attached to the Balance Sheet. Pursuant to thelegislation Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013' introduced by the Government of India the Company has a policy onPrevention of Sexual Harassment at workplace. There was no case reported during the yearunder review under the said policy.
Yours Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued cooperation andsupport to the Company and look forward to their continued support in future.
We very warmly thank all of our employees for their contribution to your Company'sperformance.
We applaud them for their superior levels of competence dedication and commitment toyour Company.
| || |
By Order of the Board
| || |
For S.P. Capital Financing Limited
| ||Sureshchand P Jain ||Meena S Jain |
| ||Managing Director ||Director |
| ||DIN:00004402 ||DIN:00004413 |
|Place: Mumbai || || |
|Date: 30th May 2016 || || |