To The Members SSPN Finance Limited
Your Directors have pleasure in presenting their 5th Annual Report on thebusiness and operation of the Company together with the Audited Financial Statement forthe financial year ended March 31 2017.
FINANCIAL PERFORMANCE HIGHLIGHTS:
The Company's financial performance for the year ended March 31 2016 is summarisedbelow:
|PARTICULAR ||YEAR ENDED ||YEAR ENDED |
| ||MARCH 31 ||MARCH 31 |
| ||2016-17 ||2015-16 |
|Revenue from operations ||4527633 ||3944738 |
|Other Income ||51840 ||214370 |
|Total Revenue ||4579473 ||4159108 |
|Less: Total Expenses ||3435557.91 ||2757980.66 |
|Profit Before Taxation ||1143915.09 ||1401127.34 |
|Provision For Current Tax ||320000 ||413260 |
|Deferred Tax ||8316 ||69346 |
|Net Profit After Tax ||832231.09 ||918521.34 |
REVIEW OF OPERATIONS:
During the year under review your Company achieved a Revenue of Rs. 4579473 asagainst Rs 4159108 in the previous year. The profit before tax stands at Rs.11.43.915.09 as against Rs. 1401127.34 in the previous year.
In order to conserve the resources of the Company and considering the business plan ofthe Company the Board of Directors do not recommend any dividend on the Equity Shares ofthe Company for the F.Y. ended March 31 2017.
The Authorized Share Capital of the Company is Rs. 40000000 (Four Crores only)comprising of 4000000 (Forty Lakhs) Share of Rs. 10 each. The issued subscribed andpaid-up share Capital is Rs. 18932000 (One Crore Eighty Nine Lakhs Thirty Two Thousandonly) comprising of 1893200 (Eighteen Lakhs Ninety Three Thousand Two Hundred) Equityshares of Rs. 10/- (Rupees Ten) each.
HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
The Company does not have any Holding/ Subsidiary/ Associate Company during the periodunder review.
EXTRACT OF THE ANNUAL RETURN
An extract of the Annual Return for the year ended March 31 2017 as provided undersubsection (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 is attached as "ANNEXURE-I" and forms part ofthis report.
Mr. Jairaj Vinod Bafna Director of the Company had resigned from the Board onSeptember 29 2016.The Board places on record its appreciation for the assistance andguidance provided by Mr. Jairaj Vinod Bafna during his tenure as Director.
Mr. Chandu Keshrimal Jain was appointed as the Managing Director who shall holdthe office for a period of three (3) y ears w.e.f September 29 2016.
Ms. Sangeeta Jain was resigned as a Managing Director of the Company w.e.f 29thSeptember 2016.
During the financial year 2016-2017 the Board of Directors met 7 times on 30.05.201630.06.2016 03.09.2016 29.09.2016 14.11.2016 28.12.2016 14.02.2017. The gap betweenany two meetings has been less than four months.
Details of the Board of Directors and Attendance Record of Directors during thefinancial year ended March 31 2017 is as under:
|Name ||DIN ||Board Meetings held ||Board Meetings attended |
|*Chandu Keshrimal Jain ||02412955 ||4 ||4 |
|**Sangeeta Jain ||07274898 ||4 ||4 |
|Ankur Kkrishnakant Choksi ||02327417 ||7 ||7 |
|Sunil Rikabchaand Jain ||06554219 ||7 ||7 |
|***Jairaj Vinod Bafna ||06637142 ||4 ||4 |
|Bhavna Pravin Purav ||00132298 ||7 ||7 |
Mrs. Sangeeta Jain resigned from the post of Managing Director with effect fromSeptember 29 2016 ***
Mr. Chandu Jain has appoint as a Managing Director of the Company w.e.f.September 29 2016*
Mr. Jairaj Vinod Bafna resigned from the post of Director of the Company w.e.f.September 29 2016**
NUMBER OF BOARD MEETING:
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.
The Board met 7 (Seven) times during the financial year the details of which are givenin the Corporate Governance Report that forms part of this Annual Report. The interveninggap between any two meetings was within the period prescribed by the Companies Act 2013.The maximum interval between any two meetings did not exceed 120 days as prescribed underthe Companies Act 2013.
The Company has the following Committees of the Board:
1. Audit Committee:
Applicability of Audit Committee:
As per Section 177 of the Companies Act 2013 and Rule 6 and 7 of Companies (Meetingsof Board and its Powers) Rules 2014 The Board of directors of every listed Company andthe following classes of Companies as prescribed shall constitute an Audit Committee.
I. All public companies with a paid up capital of Rs.10 Crores or more II. All publiccompanies having turnover of Rs.100 Crores or more;
III. All public companies having in aggregate outstanding loans or borrowingsor debentures or deposits exceeding Rs.50 Crores or more.
Composition of Audit Committee
The Audit Committee shall consist of a minimum of 3 directors with independent Directorforming majority.
The majority of members of Audit Committee including its Chairperson shall be personswith ability to read and understand the financial statement.
The Audit Committee of the Company comprises of 3 Independent Director and 1 ChiefExecutive Officer. All the directors including the Chairman of the Company are financiallyliterate and have the ability to read and understand the financial statement. TheComposition of Audit Committee is as follows:
|SR.NO ||NAME OF DIRECTOR ||DIN ||DESIGNATION |
|1. ||Bhavana Pravin Purav ||00132298 ||Chairman |
|2. ||Sunil Rikabchand Jain ||06554219 ||Member |
|3. ||Ankur Krishnakant Choksi ||02327417 ||Member (CFO) |
2. Nomination & Remuneration Committee
The nomination and remuneration committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013.
The Broad terms of reference of the nomination and remuneration committee are as under:
The committee will consider periodic reviewing of the composition of the Boardwith the objective of achieving an optimum balance of size skills independenceknowledge age gender and experience.
Recommend to the Board appointment or reappointment of Key Managerial Personnel("KMP" as defined by the Act) and executive team members of the Company (asdefined by this Committee).
Carry out evaluation of every director's performance and support the Board andIndependent Directors in evaluation of the performance of the Board its committees andindividual directors.
The composition of the Nomination and Remuneration Committee for year ended 2015- 2016is given below:
|SR.NO ||NAME OF DIRECTOR ||DIN ||DESIGNATION |
|1. ||Sunil Rikabchand Jain ||06554219 ||Chairman |
|2. ||Jairaj Vinod Bafna ||06637142 ||Member |
|3. ||Bhavana Pravin Purav ||00132298 ||Member |
RELATED PARTIES TRANSACTIONS
At present the company is carrying out the business of financing activities. TheCompany has granted loans to related party (if any) and is in the ordinary course ofbusiness. All related party transactions that were entered into during the financial yearwere on an arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. All Related Party Transactions areplaced before the Audit Committee as also the Board for approval.
The details of the transactions entered into between the Company and the relatedparties on an arm's length basis is given in AOC-2 as "ANNEXURE II"
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has not made any transactions so there are no particulars of LoansGuarantees or Investments under Section 186 of the Companies Act 2013
MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE
There had been no material events affecting financial position of the Company that haveoccurred after the date of the balance sheet date and before the date of signing thisreport.
IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS
There have been no significant and material orders passed by any regulators or courtsor tribunals impacting the going concern status of the company's operations in future.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 with respect tothe directors' responsibility statement it is hereby confirmed that:
(a) In the preparation of the annual accounts for the year ended March 31 2017 theapplicable Accounting standards had been followed along with proper explanation relatingto the material departures;
(b) The Directors of the Company had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2017 andprofit of the Company for the year ended March 31 2017.
(c) The Directors of the Company had taken proper and sufficient care for themaintenance of proper accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
(d) The Directors of the Company had prepared the accounts of the Company for thefinancial year ended March 31 2017 on a going concern basis and;
(e) The Directors of the Company had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
Our Company is exposed to various risks. And risk management forms an integral elementof our business. Our objective in the risk management processes is to appreciate measureand monitor the various risks that we are subject to and to follow policies and proceduresto address these risks. We do so through our risk management policy. We continue toimprove our policies and procedures and to implement these rigorously for the efficientfunctioning of our business. This also helps in managing the risks associated with ourbusiness. The major types of risk we face in our businesses are credit risk operationalrisk financial risk and market risk. In order to address the risks that are inherent toour business we have developed a risk management policy and Framework that is endorsed bythe Board and is aimed at ensuring formulation of appropriate risk management procedurestheir effective implementation across the Company and independent monitoring and reportingby Internal Audit.
Backed by strong internal control systems the Company is in the process ofimplementing the current Risk Management Framework which is chaired by one of ourIndependent Directors to oversees our risk management policies which help us toidentify measure monitor and mitigate the various risks that we face in our businesses.
ANNUAL EVALUATION BY THE BOARD
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance of Board Meetings and Board Committee Meetings
ii. Quality of contribution to Board deliberations
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance
iv. Providing perspectives and feedback going beyond information provided by themanagement
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors.
A member of the Board will not participate in the discussion of his / her evaluation.
As per Section 2(47) "independent director" means an independent directorreferred to in sub-section (5) of section 149 and accordingly qualification of independentdirector are also mentioned in SEBI (Listing Obligation & Disclosure Requirements)Regulation 2015 and in sub section 149(6) of Companies Act 2013.
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report. NoIndependent Director shall hold office for more than two consecutive terms. But suchIndependent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the period of three years be appointed in or be associated with the Companyin any other capacity either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed Companies in case such person is serving as aWhole-time Director of a listed company or such other number as may be prescribed underthe Act.
As per the rules and regulation prescribed the Company has received declaration fromall Independent Directors of the Company confirming that they meet with the criteria ofIndependence as prescribed by the Companies Act 2013 and the SEBI (Listing Obligation& Disclosure Requirement) Regulation 2015.
Mrs. Bhavna Pravin Purav (w.e.f. March 30 2015)
Mr. Sunil Rikabchand Jain (w.e.f. October 23 2014)
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company believes Corporate Social Responsibility (CSR) is a way of creating sharedvalue and contributing to social and environmental good. Company's strategy is tointegrate its activities in community development social responsibility and environmentalresponsibility and encourage business unit to include these considerations into itsoperations.
The Companies Act 2013 pursuant to the provision of Section 135 has laid down therequirement for constitution of Corporate Social Responsibility Committee which shall beresponsible for laying down the CSR Policy to a certain class or classes of Companies.However our Company does not fall under the requisite criteria and thus the compliancewith the relevant provision of the Companies Act 2013 is not applicable.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted vigil mechanism policy with a view to provide a mechanism forDirectors and Employees of the Company to report genuine concerns. The provisions of thispolicy are in line with the provisions of the section 177(9) and (10) of the companiesAct 2013 The Board of Directors of SSPN Finance Limited is committed to maintain thehighest standard of honesty openness and accountability and recognize that employees haveimportant role to play in achieving the goal. The Policy provides for adequate safeguardfor victimization against any stakeholder of the Company and investigates such incidentswhen reported in an impartial manner and takes appropriate action to ensure that therequisite standards of professional and ethical conduct are always upheld.
The practice of the Whistleblower Policy is overseen by the Board of Directors and noemployee has been denied access to the Committee. The Whistleblower Policy is available onthe Company's website www.sspn.co.in
INTERNAL FINANCIAL CONTROL
Internal Control measures and systems are established to ensure the correctness of thetransactions and safe guarding of the assets. The Management ensures adherence to allinternal control policies and procedures as well as compliance with regulatory guidelines.The audit committee of the Board of Directors reviews the adequacy of internal controls.This has improved the management of the affairs of the Company and strengthenedtransparency and accountability.
The Company's independent and Internal Audit processes both at the Business andCorporate levels provide assurance on the adequacy and effectiveness of internalcontrols compliance with operating systems internal policies and regulatoryrequirements.
The Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weakness in the design or operation was observed. Nonetheless the Companyrecognizes that any internal financial control framework no matter how well designed hasinherent limitations and accordingly regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis.
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual Directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated. The evaluation of all the directors and the Board as a whole was conductedbased on the criteria and framework adopted by the Board. The Board approved theevaluation results as collated by the nomination and remuneration committee. None of theindependent directors are due for re-appointment.
AUDITORS AND INDEPENDENT AUDITORS' REPORT
The present Statutory Auditor of the Company had vide their letter dated September 32016 have expressed their unwillingness to continue as the Statutory Auditor of theCompany due to their pre-occupation in other assignments the Board of Directors haverecommended the appointment of M/s. A Puri & Co Chartered Accountant (FRN. 108231W)as the Statutory Auditor of the Company for the financial year 2016-17 also the Companyhave received the eligibility letter under section 139 of the Company Act 2013 statingthat if their appointment is confirmed it will be in conformity under the provisions ofthe Act. The Company has received special notice from a member of the Company forproposing appointment of CA Ashok Puri Chartered Accountant as Statutory Auditor of theCompany as per the provisions of section 115 of the Act.
SECRETARIAL AUDIT REPORT
Pursuant to Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 M/s. Vijaykumar S. Tiwari &Associates Practicing Company Secretaries were appointed as Secretarial Auditor of theCompany. The Secretarial Audit Report is annexed as "ANNEXURE III" andforms part of this report.
The qualification of the secretarial auditor is self explanatory and does not requireany comment from the Board of Directors in this report. Or we will have to explain thequalification.
Cost Audit is not applicable to the Company during the financial year under review.
The Company has not accepted any deposits within the meaning of Chapter V of TheCompanies Act 2013 during the year under review. No deposit remained unpaid or unclaimedas at the end of the year and accordingly there has been no default in repayment ofdeposits or payment of interest thereon during the year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION RESEARCH & DEVELOPMENT AND FOREIGNEXCHANGE EARNINGS AND OUTGO:
|a) ||Energy conservation measures taken ||NIL |
|b) ||Additional investments and proposals if any being implemented for reduction of consumption of energy ||NIL |
|c) ||Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods ||NIL |
|d) ||Total energy consumption and energy consumption per unit of production ||NIL |
FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY
|A. ||Power and fuel consumption ||NIL |
|B. ||Consumption per unit of production ||NIL |
FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.
|I. ||Research and Development ||NIL |
|II. ||Technology Absorption Adaptation and Innovation ||NIL |
FOREIGN EXCHANGE EARNINGS AND OUTGO
|I. ||Earnings in Foreign Exchange during the year ||NIL |
|II. ||Foreign Exchange outgo during the year ||NIL |
ANTI SEXUAL HARASSMENT POLICY
The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013". The Company has in place an Anti SexualHarassment Policy in line with the requirements of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. An Internal Committee has been set up toredress the complaints received regarding sexual harassment at workplace. All employeesincluding trainees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.
|1 ||Number of Complaints received ||NIL |
|2 ||Number of Complaints disposed off ||NIL |
PARTICULARS OF EMPLOYEES
Particulars of employees as required to be disclosed in terms of Section 134 of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are made available at the registered office of theCompany. The members desirous of obtaining the same may write to the Company at theregistered office of the Company.
Your Directors express their appreciation for the sincere co-operation and assistanceof Central and State Government authorities bankers suppliers customers and businessassociates. Your Directors also wish to place on record their deep sense of appreciationfor the committed services by your company's employees. Your Directors acknowledge withgratitude the encouragement and support extended by our valued shareholders.
|Dated: August 14 2017 ||By Order and on behalf of the board |
| ||SSPN Finance Limited |
| ||Sd/- |
| ||Chandu Jain |
| ||Chairman & Managing Director |
| ||DIN: 02412955 |