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S P Capital Financing Ltd.

BSE: 530289 Sector: Financials
NSE: N.A. ISIN Code: INE102F01015
BSE 00:00 | 24 Sep 19.65 -0.10
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NSE 05:30 | 01 Jan S P Capital Financing Ltd
OPEN 20.45
PREVIOUS CLOSE 19.75
VOLUME 459
52-Week high 27.90
52-Week low 12.03
P/E 2.17
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 20.45
CLOSE 19.75
VOLUME 459
52-Week high 27.90
52-Week low 12.03
P/E 2.17
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S P Capital Financing Ltd. (SPCAPITALFIN) - Director Report

Company director report

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 2020.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31 2020 issummarized below:

Particulars 2018-2019 2019-2020
Net Sales/ Income from Operations 252.40 248.10
Total Income 252.40 248.10
Total Expenses 231.90 226.44
Profit/(Loss) from operations before other incomes finance cost and exceptional items 20.50 21.66
Other Incomes 0.59 .50
Profit/(Loss) from operations after other incomes finance cost but before exceptional items 21.09 22.16
(-) Exceptional Items - -
Profit/(Loss)Before Tax 21.09 22.16
Tax
- Current Tax 5.47 5.74
- Deferred Tax 0.00 0.00
- Tax for earlier years 0.64 0.00
Net Profit After Tax 14.98 16.42
(-) Extraordinary Items - -
Net Profit 14.98 16.42

The Financial Statements including consolidated financial statement for the financialyear ended 31st March 2020 have been approved by the Board of Directors.

COMPANYfS AFFAIRS

The Income from operations of the Company stood at 248.10 Lacs for the year ended March31 2020 as against 252.40 Lacs in the previous year. The Company made a Net Profit of16.42 Lacs for the year ended March 31 2020 as compared to the Net Profit of 14.98 Lacsin the previous year. The above Gross Income and Net Profit for the year ended March 312020 also includes the revenue and profit earned by the Company from the funds managementbusiness during the fourth quarter ended on March 31 2020.

DIVIDEND

The Board of Directors does not recommend any Dividend for the year under review.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2020 was Rs.601.22 Lacs @Rs.10 per share. The Company has not issued shares with differential voting rights norgranted stock options or sweat equity.

FIXED DEPOSITS

Since your Company is a non-deposit taking Non-Banking Financial Company it has notaccepted any deposits under Chapter V of Companies Act 2013/applicable guidelines ofReserve Bank of India during the year under review.

RBI GUIDELINES

As a Non-Deposit accepting Non-Banking Finance Company your Company always aims tooperate in compliance with applicable RBI laws and regulations and employs its bestefforts towards achieving the same.

SUBSIDIARIES COMPANIES JOINT VENTURES AND ASSOCIATES

The Company has no subsidiary Company. The company has one Associate company- PrideOrchades Private Limited which was incorporated on 15.01.1997.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedin Regulation 34 of the Listing Regulations 2015 is annexed to this Report.

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 transaction with related party are disclosed inannexure - 6 as AOC-2 in 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.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENT

Details of loans guarantees and investments are given in the notes to the FinancialStatements.

FINANCIAL STATEMENT

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.

 

NUMBER OF MEETINGS OF THE BOARD

The Board met 4 times in the Financial Year 2019-20 viz. 27th May 2019 13thAugust 2019 11th November 2019 and 13st February 2020. Themaximum time interval between any two meetings did not exceed 120 days.

BOARD OF DIRECTORS:

The present strength of Board of Directors consists of two (Promoter) Directors and twoNon Executive (independent) Directors who are themselves experienced industrialistsheading their business empire and category are given below: (A) The Constitution of theBoard as on March 31 2020.

The Composition of the Board of Directors and also the number of other Directorship ofCommittees of which they are member/Chairperson are as given below:

Directors Category

No. of Directorships

No. of Committee position

Public Private Member Chairman
Shri S. P. Jain Promoter Chairman & Managing Director 4 10 2 -
Shri Baldev L Boolani Independent Non Executive Director 2 1 2 1
* Shri D.P.Jain Promoter Non- Executive Director 2 7 - -
Mrs. Meena S Jain Promoter Non- Executive Director 2 10 2 -
** Shri Siddharth S. Bharill Independent Non Executive Director 1 5 3 2
*** Shri Rajendra L. Jain Independent Non Executive Director 1 6 3 2

! Shri S.P. Jain has been appointed as Chairman of the Company on February 13 2020.

*Shri D.P. Jain resigned as Promoter Non Independent Non - Executive Director of theCompany on February 13 2020. **Shri Siddharth S. Bharill has resigned as IndependentDirector & Chairman of the Company on February 13 2020. ***Shri Rajendra L. Jain hasbeen appointed as Independent Non- Executive Director of the Company on February 13 2020.

(B) Board Procedure:

The Board of the Company met 4 times during the year ended March 31 2020. Notice andAgenda were circulated in advance of each meeting of the Board of Directors. The Chairmanbriefed the Board at every meeting on the overall performance of the Company.

(C) Attendance of each Director at the Board Meeting and the Last Annual GeneralMeeting:

The Board meetings were held on the following dates: 27th May 2019 13thAugust 2019 11th November 2019 and 13th February 2020. During theyear under review Four Board meetings were held which were attended to by each of theDirectors as detailed herewith:

Name of Directors Category No. of Board Meetings attended Attendance of last AGM
Shri S. P. Jain Promoter Chairman / Managing Director 4 Present
Shri Baldev L Boolani Non-promoter / Independent Director 4 Present
Shri D.P. Jain Promoter / Director 3 -
Mrs. Meena S. Jain Promoter / Director 4 Present
Shri Siddharth S. Bharill Non-promoter / Independent Director 3 Present
Shri Rajendra L. Jain Non-promoter / Independent Director 1 -

(D) Brief Note on the Directors seeking appointment / Re-appointment at the 37thAnnual General Meeting:

In Compliance with and provisions of Regulations of the SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 brief resume expertise and details of otherdirectorship membership in committees of Directors of other companies and shareholding inthe Company of the Directors proposed to be appointed are given in the Annexure A offorming part of Notice.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March 2020 the Board of your Company consists of five Directors asfollows:

Name Category
Sureshchand P Jain Chairman & Managing Director (Executive Promoter Non Independent Director)
Meena Sureshchand Jain Non-executive Promoter Director (Woman Director)
Rajendra L. Jain Non-executive Independent Director
Baldev Boolani Non-executive Independent Director

a) Directors

Mr. S.P. Jain (DIN 00004402) who retires by rotation and being eligibleoffers himself for re-appointment. If re-appointed his term would be in accordance withthe policy for directors of the Company.

Mr. Rajender L. Jain (DIN: 000473752) was appointed as AdditionalNon-Executive Independent Director on 13th February 2020 upto Annual GeneralMeeting and being eligible offers himself for appointment as Non-Executive IndependentDirector for five years from 13th February 2020 to 12th February2025 subject to approval of shareholders. If appointed his term would be in accordancewith the policy 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 1Annexure 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) b)Woman Director

In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17(1) (a) of the SEBI (LODR) Regulations 2015 the Company shall have at least one WomanDirector on the Board. Your Company has Ms. Meena S Jain as Woman Director on the Boardof the Company.

c) Key Managerial Personnel

In accordance to the provisions of Companies Act 2013 the following persons are theKMPs of the Company as recorded by the Board as on 31st March 2020:

Mr. Sureshchand

P Jain: Managing Director

Ms. Juie Pavle : Company Secretary

Mr. Sandeep Gopale : Chief Financial Officer

d) Changes in Directors and Key Managerial Personnel (KMP) during the FY 2019 - 2020

During the year under review there is change in Directors and Key Managerial Personnel(KMP). Mr. Rajendra L. Jain was appointed as Non-Executive & Independent Director andMr. Siddharth Bharill Director and Mr.D.P. Jain Director resigned on 13thFebruary 2020. Ms. Juie Pavle was appointed as Company Secretary of the Company w.e.f 11thNovember 2019.

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') of theCompany.

AUDITORS

The Board of Directors on recommendation of Audit Committee has appointed M/s. AmarBafna & Associates. Chartered Accountant (ICAI Registration No.114854W) as thestatutory Auditors of the Company in place of retiring Auditor M/s. Sanjay Raja Jain& Co. for a term of 5 consecutive years w.e.f. the conclusion of the 35thAnnualGeneral Meeting till the conclusion of Thirty-ninth Annual General Meeting of the Companysubject to ratification of their appointment by Members at every AGM if so required underthe Act. The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May

7 2018. Accordingly no resolution is being proposed for ratification of appointmentof statutory auditors at the Thirty seventh AGM.

STATUTORY AUDITORS REPORT

The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March 2020 in prescribed form dulyaudited by the Practicing Company Secretary Firm M/s. Sherlyn Rebello & Associatesis annexed herewith and forming part of the report.

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 thefinancial year ended 31st March 2020 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures. ii. The Directors have 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 at the end of thefinancial year and of the profit and loss of the Company for the year ended 31stMarch 2020. iii. The Directors have taken sufficient and proper care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting material fraud and other irregularities. iv. The Directors have prepared theAnnual Accounts on a going concern basis. v. There are proper systems have been devised toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively. vi. That the Directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively.

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 F.Y .2019-20.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS

Evaluation of Board of Directors: The Board carried out formal annual evaluation of itsown performance and that of its

Committees viz. the Audit Committee Stakeholders' Relationship Committee Nominationand Remuneration Committee

(NRC) and Corporate Social Responsibility Committee. The Board also carried out theperformance evaluation of all the individual directors including the Chairman of theCompany. Additionally NRC also carried out the evaluation of the performance of all theindividual directors and Chairman of the Company. The performance evaluation was carriedout by way of obtaining feedback from the Directors through a structured questionnaireprepared in accordance with the policy adopted by the Board and after taking intoconsideration the Guidance Note on Board Evaluation issued by Securities and ExchangeBoard of India. The structured questionnaire prepared to evaluate the performance ofindividual directors and the Chairman inter alia contained parameters such asprofessional conduct roles and functions discharge of duties and their contribution toBoard/ Committees/Senior Management. The questionnaire prepared for evaluation of theBoard and its Committees inter alia covered various aspects such as structure andcomposition electiveness of board process information and roles responsibilities andfunctioning of the Board and its Committees establishment and determination ofresponsibilities of Committees the quality of relationship between the board and themanagement and professional development. The feedback received from the Directors throughthe above questionnaire was reviewed by the Chairman of the Board and the Chairman of theNRC and then discussed the same at the meetings of the Board and NRC respectively. Theperformance evaluation of the Chairman Managing Director and the Board as a whole wascarried out by the Independent Directors at their separate meeting held on December 182019. The Board of Directors of the Company has initiated and put in place evaluation ofits own performance its committees and individual directors. The result of the evaluationis satisfactory and adequate and meets the requirement of the Company.

DETAILS OF COMMITTEE OF DIRECTORS

The Board of Directors has constituted. Three committees of the Board (i) the Auditcommittee (ii) Nomination & Remuneration Committee and (iii) Stakeholder'sRelationship Committee. i) Audit Committee

During the year an Audit Committee of Directors comprising of Shri S. P. Jain ShriBaldev L. Boolani and Shri.Rajendra L. Jain was reconstituted on resignation of Mr.Siddharth Bharill as Independent Director of the Company and appointment of Mr. RajendraL. Jain as Independent Director of the Company on 13th February 2020 in linewith the amendments in the Companies Act 2013. Audit Committee of Directors now compriseof Shri S. P. Jain Shri Baldev L. Boolani and Shri Rajendra L. Jain. The Committeeelected Shri Rajendra L. Jain as the Chairman. The Audit Committee acted as interfacebetween the management and statutory Auditor and the terms of reference were specified asper the requirement of the Act.

Composition name of members and Chairperson:

Sr. No. Name of the Director Position held Chairman / Member Meeting held Meeting attended
1. *Shri Siddharth S. Bharill Chairman 4 3
2. Shri Baldev Boolani Member 4 4
3. Shri S. P. Jain Member 4 4
4. **Shri Rajendra L. Jain Chairman 4 -

*Shri Siddharth S. Bharill has resigned as Independent Director & Chairman of theCompany on February 13 2020.

**Shri Rajender L. Jain has been appointed as Independent Non-Executive Director of theCompany on February 13 2020.

Attendance during the year:

The Committee met on 27th May 2019 13th August 2019 11thNovember 2019 and 13st February 2020 and was attended by all the members.Apart from various responsibilities stipulated by the Board to the Audit Committee theresponsibility areas are as follows:

Review of the Company's financial reporting process and disclosures to ensure that thefinancial statements are correct sufficient and credible.

Recommending the appointment/removal of external Auditors fixing of Audit fee andpayment for other services.

Reviewing annual financial statement before submission to the Board with focus onchange in accounting policies and practice. Major accounting entries qualification indraft audit report significant adjustments arising out of audit accounting standardscompliance compliance with Stock Exchange and other legal requirements.

Reviewing with the management external and internal auditors the adequacy of internalcontrol systems and internal audit functions.

Discussions with auditors any significant findings and follow-up thereon. Reviewingany suspected fraud irregularity or failure of internal Control system of material natureand reporting the matter to the Board.

Discussion with external auditor in respect of pre and post audit matters.

Reviewing Company's financial and risk management policies.

Look into reasons for substantial defaults in payment to shareholders and creditors.

ii) Nomination & Remuneration Committee Terms of Reference

The Broad terms of reference of the Nomination & Remuneration Committee is to fixremuneration payable to the Directors in terms of provisions of the Companies Act 2013and refer the same to the Board. Nomination & Remuneration Committee of Directors wasreconstituted during the year and now comprise of Shri Baldev L. Boolani Mrs. Meena Jainand Shri Rajendra L. Jain.

Composition name of members and Chairperson:

Sr. No. Name of the Director Position held Chairman / Member Meeting held Meeting attended
3. *Shri Siddharth S. Bharill Chairman 2 2
1. Shri Baldev Boolani Member 2 2
2.- Mrs. Meena Jain Member 2 2
3. **Shri Rajendra L. Jain Chairman 2 -

*Shri Siddharth S. Bharill has resigned as Independent Director & Chairman of theCompany on February 13 2020. **Shri Rajendra L. Jain has been appointed as IndependentNon Executive Director of the Company on February 13 2020.

Attendance during the year:

The Committee met on 30.01.2019 & 13.02.2020 and was attended by all the members.

Remuneration Policy:

Non-executive Directors are remunerated by way of sitting fees only. The Company doesnot pay any remuneration by way of Salary Perquisites and Allowances to the Directors asprescribed under provisions of the Companies Act 2013. The minutes of the Nomination& Remuneration Committee Meeting were circulated to the Board discussed and takennote of.

iii) Stakeholders Grievances Committee:

 

Mr. S. P. Jain the Managing Director of your Company has always remained verycautious conscious and concerned about the shareholders' grievances. This resulted inquick attendance and settlement of any grievance leaving no complaint unattended to for alonger time. The Board of Directors are pleased to announce that there were nil complaintsreceived during the year under review. a). Stakeholders Relationship Committee:

During the year under review the following Directors were the Members of theStakeholders' Relationship Committee.

Sr. No. Name of the Director Position held Chairman / Member Meetings held Meetings attended
1. *Shri Siddharth S. Bharill Chairman 1 1
2. Mrs. Meena S Jain Member 1 1
3. *Shri S.P.Jain Member 1 1
4. **Shri Rajendra L. Jain Chairman 1 -

*Shri Siddharth S. Bharill has resigned as Independent Director & Chairman of theCompany on February 13 2020. **Shri Rajendra L. Jain has been appointed as IndependentNon-Executive Director of the Company on February 13 2020.

b).The Particulars of Investors grievances received and redressed during the year arefurnished below:

Sr. No. Nature of Complaints

No. of Complaints

Received Resolved Pending as on 31/3/2020
1. Non receipt of Annual Report Nil Nil Nil
2. Complaints relating to dematerialization of Shares Nil Nil Nil
3. Non-receipt of Share Certificates after transfer / duplicate / name correction Nil Nil Nil
4. Others Nil Nil Nil
TOTAL Nil Nil Nil

c). Code of Insider Trading:

The Company has adopted a code of conduct for prevention of insider trading in theshares of the Company. The code inter-alia prohibits purchase/ sale dealing of shares ofthe Company by the insiders while in possession of unpublished price sensitive informationin relation to the Company. Composition of Audit Committee of Directors Nomination andRemuneration Committee of Directors and Stakeholders Relationship/Grievance Committee ofDirectors number of meetings held of each Committee during the financial year 2019-20and meetings attended by each member of the Committee as required under the Companies Act2013 are provided. The recommendation by the Audit Committee as and when made to Board hasbeen accepted by it.

RISK MANAGEMENT

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 thereis no element of risk identified that may threaten the existence of the Company.

VIGIL MECHANISM:

The Company has established a vigil mechanism for directors and employees to report tothe appropriate authorities concerns about unethical behavior actual or suspected fraudor violation of the Company's code of Conduct. During the financial year 2019-20 no casesunder this mechanism were reported to the Company and associate Company. During the yearno personnel has been denied access to the Audit Committee.

CORPORATE GOVERNANCE

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 Management DiscussionAnalysis Report is attached is 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

The requirements of disclosure with regard to Conservation of Energy in terms ofSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014are not applicable to the Company since it doesn't own any manufacturing facility. Furtherthe Company has not earned nor spends foreign exchange during the year.

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 prescribedunder Section 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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure to this

Director's Report.

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 March2020 have been disclosed as per Schedule III to the Companies Act 2013.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business of the company during the FinancialYear 2019-20.

DISCLOSURE FOR COST RECORDS

Cost Records not applicable to Company.

STATUTORY DISCLOSURES

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 2019-2020 is attached to the Balance Sheet.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment of women at the workplace. TheCompany has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace and an Internal Complaint Committee in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules made thereunder for reporting and conducting inquiry intothe complaints made by the victim on the harassments at the work place. The functioning ofthe Committees was carried out as per letter and spirit contained in the provisions of theAct. During the FY 2019-2020 the Company has not received any complaint of sexualharassment and hence there were no complaints pending for redressal as on 31st March2020. The Company had conducted 1 workshops/awareness programs regarding women empowermentduring the period under review.

DISCLOSURE PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

Ratio of Remuneration of each director to the median remuneration of the employees forthe financial year

No Managing Director and other director was paid any remuneration during the year. Theratio of the remuneration of the median employee's remuneration is as follows:

Median Employee's Remuneration -Rs.507421/-

Percentage increase in remuneration of each director Chief Financial officer chiefExecutive Officer Company Secretary of Manager if any in the Financial year:

Directors/KMP Designation % increase in remuneration
Mr. Sandeep Gopale Chief Financial Officer Nil
Ms. Juie Pavle Company Secretary Nil

Percentage increase in the median remuneration of employees in the financial year:

There is no increase in the median remuneration of employees in the financial year2019-20.

Number of permanent employees on the rolls of company at the end of the year:

6 permanent employees are on the rolls of the company at the end of the financial year2019-20.

ACKNOWLEDGEMENT

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 co -operation andsupport to the Company and look forward to their continued support in future. We verywarmly thank a ll of our employees for their contribution to your Company's performance.We applaud them for their superior levels of competence dedication and commitment to yourCompany.

By Order of the Board

For S.P. Capital Financing Limited

Sd/- Sd/-
SURESHCHAND P. Jain Meena S. Jain
Managing Director Director
DIN: 00004402 DIN: 00004413
Sd/- Sd/-
Sandeep Gopale Juie Pavle
CFO Company Secretary

Place: Mumbai

Date: 3rd September 2020

ANNEXURE 1

TO THE DIRECTORSf REPORT FOR THE YEAR ENDED 31ST MARCH 2020:

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT

Appointment of Directors

The Nomination and Remuneration Committee (NRC) of the Board of Directors (Board) ofthe Company reviews and assesses Board composition and recommends the appointment of newDirectors. In evaluating the suitability of individual Board member the NRC shall takeinto account the following criteria regarding qualifications positive attributes and alsoindependence of director when Independent Director is to be appointed:

1. All Board appointments will be based on merit in the context of the skillsexperience diversity and knowledge for the Board as a whole to be effective;

2. Ability of the candidates to devote sufficient time and attention to his / herprofessional obligations as Director for informed and balanced decision making;

3. Adherence to the applicable Code of Conduct and highest level of CorporateGovernance in letter and in sprit by the Directors;

Based on the recommendations of the NRC the board will evaluate the candidates anddecide on the selection the appropriate member. The Board through the Chairman or theManaging Director & CEO will interact with the new member to obtain his/her consentfor joining the Board. Upon receipt of the consent the new Director will be co-opted bythe Board in accordance with the applicable provisions of the Companies Act 2013 andRules made there under.

Removal of Directors

If a Director is attracted with any disqualification as mentioned in any of theapplicable Act rules and regulations there under or due to non - adherence to theapplicable policies of the Company the NRC may recommend to the Board with reasonsrecorded in writing removal of a Director subject to the compliance of the applicablestatutory provisions.

Senior Management Personnel

The NRC shall identify persons based on merit experience and knowledge who may beappointed in senior management team. Senior Management personnel are appointed or promotedand removed/relieved with the authority of Managing Director & CEO based on thebusiness need and the suitability of the candidate. The details of the appointment madeand the personnel removed one level below the Key Managerial Personnel during a quartershall be presented to the Board.

By Order of the Board

For S.P. Capital Financing Limited

Sd/- Sd/-
SURESHCHAND P. Jain Meena S. Jain
Managing Director Director
DIN: 00004402 DIN: 00004413
Sd/- Sd/-
Sandeep Gopale Juie Pavle
CFO Company Secretary

Place: Mumbai

Date: 3rd September 2020

ANNEXURE 2

TO THE DIRECTORSf REPORT FOR THE YEAR ENDED 31ST MARCH 2020

POLICY FOR REMUNERATION OF THE DIRECTORS General

This Policy sets out the approach to Compensation/remuneration/commission etc. will bedetermined by Committee and Recommended to the Board of Directors for approval. Alsoremuneration to be paid to the Managing Director other executive directors in accordancewith provisions of Companies Act 2013 and other statutory provisions if any wouldrequire to complying for time being of appointment of such person.

Policy Statement

The Company has a well-defined Compensation policy for Directors including theChairman of the Company. The overall compensation philosophy which guides us to focus onenhancing the value to attract to retain and motivate Di rectors for achievingobjectives of Company and to become a major player in market to be the most trusted brandin the business we operate in and focus on customer serenity through transparency qualityand on time delivery to be a thought leader and establish industry benchmarks insustainable development.

In order to effectively implement this the Company has built a Compensation structureby a regular annual benchmarking over the years with relevant players across the industrythe Company operates in.

Non-Executive Including Independent Directors

The Nomination and Remuneration Committee (NRC) shall decide the basis for determiningthe compensation both fixed and variable to the Non-Executive Directors includingIndependent Directors whether as commission or otherwise. The

NRC shall take into consideration various factors such as director's participation inBoard and Committee meetings during the year other responsibilities undertaken such asmembership or Chairmanship of committees time spent in carrying out their duties roleand functions as envisaged in Schedule IV to the Companies Act 2013 and Clause 49 of theListing Agreement with Stock Exchanges and such other factors as the NRC may consider deemfit for determining the compensation. The Board shall determine the compensation toNon-Executive Directors within the overall limits specified in the Shareholdersresolutions.

Managing Director & Chief Executive Officer (MD & CEO) and Executive Director

Remuneration of the MD / CEO and Executive Directors reflects the overall remunerationphilosophy and guiding principle of the Company. While considering the appointment andremuneration of Managing Director and Executive Directors the NRC shall consider theindustry benchmarks merit and seniority of the person and shall ensure that theremuneration proposed to be paid is commensurate with the remuneration packages paid tosimilar senior level counterpart(s) in other companies. The policy aims at a balancebetween fixed and variable pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals. The remuneration to the MD / CEOshall be recommended by NRC to the Board. The remuneration consists of both fixedcompensation and variable compensation and shall be paid as salary commissionperformance bonus stock options (where applicable) perquisites and fringe benefits asper the policy of the Company from time to time and as approved by the Board and withinthe overall limits specified in the Shareholders resolution. While the fixed compensationis determined at the time of appointment the variable compensation will be determinedannually by the NRC based on the performance of MD / CEO. The term of office andremuneration of MD / CEO is subject to the approval of the Board of Directorsshareholders and Central Government as may be required and within the statutory limitslaid down in this regard from time to time. If in any financial year the Company has noprofits or its profits are inadequate the Company shall pay subject to the requisiteapprovals remuneration to its MD / CEO in accordance with the provisions of Schedule V tothe Companies Act 2013 If a MD & CEO draws or receives directly or indirectlyby way of remuneration any such sums in excess of the limits prescribed under theCompanies Act 2013 or without the prior sanction of the Central Government whererequired he / she shall refund such sums to the Company and until such sum is refundedhold it in trust for the Company. The Company shall not waive recover y of such sumrefundable to it unless permitted by the Central Government of the Company. Remunerationfor MD / CEO is designed subject to the limits laid down under the Companies Act 2013 toremunerate him / her fairly and responsibly. The remuneration to the MD / CEO comprises ofsalary perquisites and benefits as per policy of the Company and performance basedincentive apart from retirement benefits like P.F. Superannuation Gratuity LeaveEncashment etc. as per Rules Salary is paid within the range approved by theShareholders. Increments are effective annually as recommended /approved by the NRC /Board. The MD / CEO is entitled for grant of Stock Options as per the approved StockOptions Schemes of the Company from time to time

Directors

The MD / CEO is an executive of the Company and draws remuneration from the Company.The Non-Executive Independent Directors receive sitting fees for attending the meeting ofthe Board and Committee thereof as fixed by the Board of Directors from time to timesubject to statutory provisions. The Non-Executive Independent Directors would be entitledto the remuneration under the Companies Act 2013. In addition to the above the Directorsare entitled for reimbursement of expenses incurred in discharge of their duties. TheCompany may also grant Stock Options to the eligible employees and Directors (other thanIndependent Directors) in accordance with the ESOP Schemes of the Company from time totime and subject to the compliance statutes and regulations.

Disclosures

Information on the total remuneration of members of the Company's Board of DirectorsManaging Director and Executive Directors and KMP/senior management personnel may bedisclosed in the Board's report and the Company's annual report / website as per statutoryrequirements in this regard.

ANNEXURE 3

TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31ST MARCH 2020:

POLICY ON REMUNERATION OF KEY MANAGERIAL PERSONNEL AND EMPLOYEES

This policy shall be effective from the financial year 2019-20.

Objective

To establish guidelines of remuneration/ compensation/ commission etc. to be paid foremployees by way of fairly and in keeping with Statutes it will be determined by theNomination & Remuneration committee (NRC) and the NRC will recommend to the Board forapproval.

Standards

1. All employees irrespective of contract are to be paid remuneration fairly and theremuneration is to be externally competitive and internally equitable. The remunerationwill be paid in accordance with the laid down Statutes.

2. Remuneration for on-roll employees will include a fixed or guaranteed componentpayable monthly; and a variable component which is based on performance and paid annually.

3. The fixed component of remuneration will have a flexible component with a bouquet ofallowances to enable an employee to choose the allowances as well as the quantum based onlaid down limits as per Company policy. The flexible component can be varied only onceannually in the month of July after the salary increment exercise.

4. The variable component of the remuneration will be a function of the employee'sgrade.

5. The actual pay-out of variable component of the remuneration will be function ofindividual performance as well as business performance. Business performance is evaluatedusing a Balance Score Card (BSC) while individual performance is evaluated on Key ResultAreas (KRA). Both the BSC & KRAs are evaluated at the end of the fiscal to arrive atthe BSC rating of the business and PPS rating of the individual.

6. An Annual compensation survey is carried out to ensure that the Company'scompensation is externally competitive.

Based on the findings of the survey and the business performance the committeedecides: (i) The increment that needs to be paid for different performance ratings as wellas grades. (ii) The increment for promotions and the total maximum increment. (iii) Themaximum increase in compensation cost in % and absolute.

(iv) Compensation corrections are made in a few cases where it is outside the band orto keep it tune with the market.

By Order of the Board

For S.P. Capital Financing Limited

Sd/- Sd/-
SURESHCHAND P. Jain Meena S. Jain
Managing Director Director
DIN: 00004402 DIN: 00004413
Sd/- Sd/-
Sandeep Gopale Juie Pavle
CFO Company Secretary

Place: Mumbai

Date: 3rd September 2020

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