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S P Capital Financing Ltd.

BSE: 530289 Sector: Financials
NSE: N.A. ISIN Code: INE102F01015
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NSE 05:30 | 01 Jan S P Capital Financing Ltd
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VOLUME 541
52-Week high 32.60
52-Week low 13.75
P/E 41.63
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 16.65
Sell Qty 59.00
OPEN 16.65
CLOSE 16.65
VOLUME 541
52-Week high 32.60
52-Week low 13.75
P/E 41.63
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 16.65
Sell Qty 59.00

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

Company director report

Director's 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 31March 2018.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31 2018 issummarized below:

(Rupees in Lacs)
Particulars 2017-2018 2016-2017
Net Sales/ Income from Operations 178.47 153.32
Total Income 218.64 153.45
Total Expenses 177.04 123.45
Profit/(Loss) from operations before other incomes finance cost and exceptional items 1.43 29.86
Other Incomes 40.17 0.13
Profit/(Loss) from operations after other incomes finance cost but before exceptional items 41.60 30.00
(-) Exceptional Items - -
Profit/(Loss)Before Tax 41.60 30.00
Tax
- Current Tax 10.67 9.63
- Deferred Tax 0.00 0.00
- Tax for earlier years (0.31) 0.02
Net Profit After Tax 31.24 20.35
(-) Extraordinary Items - -
Net Profit 31.24 20.35

The Financial Statements including consolidated financial statement for the financialyear ended 31 March 2018 have been approved by the Board of Directors.

COMPANY'S AFFAIRS

The Gross Income of the Company stood at Rs. 218.64 Lacs for the year ended March 312018 as against Rs.153.45 Lacs in the previous year. The Company made a Net Profit ofRs.31.24 Lacs for the year ended March 31 2018 as compared to the Net Profit of Rs.20.35Lacs in the previous year. The above Gross Income and Net Profit for the year ended March31 2018 also includes the revenue and profit earned by the Company from the fundsmanagement business during the fourth quarter ended on March 31 2018.

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 31 March 2018 was Rs.601.22 Lacs @ Rs.10 pershare. The Company has not issued shares with differential voting rights nor granted stockoptions 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.

RESERVES

The Bank transferred Rs.8 Lacs to Statutory Reserves in accordance with the provisionsof Section 45-IC of the Reserve Bank of India Act 1934.

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.

BOARD OF DIRECTORS:

The present strength of Board of Directors consists of three (Promoter) Directors andtwo Non Executive (independent) Directors who are themselves experienced industrialistsheading their business empire and category are given below:

(A) The Constitution of the Board as on March 31 2018.

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 Managing Director 4 11 1 1
Shri Baldev L Boolani Independent 1 2 2 -
Shri D.P.Jain Promoter Non Executive 3 11 - -
Mrs. Meena S Jain Promoter Non Executive 1 10 2 -
Shri Siddharth S. Bharill Independent - 5 1 2

Shri Siddharth S. Bharill has been appointed as Independent Director & Chairman ofthe Company on May 30 2017.

(B) Board Procedure:

The Board of the Company met 5 times during the year ended March 31 2018. 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: 30 May 2017 3 August 2017 29September 2017 12 December 2017 and 17 January 2018.

During the year under review Five Board meetings were held which were attended to byeach of the Directors as detailed herewith:

Name of Directors Category No. of Board Meetings attended Attendance of last AGM
Shri S. P. Jain Promoter / Managing Director 5 Present
Shri Baldev L Boolani Non-promoter / Independent Director 5 Present
Shri D.P. Jain Promoter / Director 5 Present
Mrs. Meena S. Jain Promoter / Director 5 Present
Shri Siddharth S. Bharill Non-promoter / Independent Director 5 Present

Shri Siddharth S. Bharill has been appointed as Independent Director & Chairman ofthe Company on May 30 2017.

(D) Brief Note on the Directors seeking appointment / Re-appointment at the 35 AnnualGeneral 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 re-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.

NUMBER OF MEETINGS OF THE BOARD

The Board met 5 times in the Financial Year 2017-18 viz. 30 May 2017 3 August 201729 September 2017 12 December 2017 and 17 January 2018. The maximum time intervalbetween any two meetings did not exceed 120 days.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31st March 2018 the Board of your Company consists of five Directors asfollows:

Name Category
Siddharth S Bharill Non-executive Independent Director (Chairman)
Sureshchand P Jain Managing Director (Executive Promoter Director)
Dhannalal P Jain Non-executive Promoter Director
Meena Sureshchand Jain Non-executive Promoter Director (Woman Director)
Baldev Boolani Non-executive Independent Director

*Bhupendra T Shah resigned as Director w.e.f. 24.04.2017 and Mr.Siddharth S Bharill wasappointed as Additional Independent Director w.e.f. 30.05.2017.

a) Directors

- Mr. Bhupendra T Shah (DIN 02479629) resigned from the board of Directors of theCompany with effect from 24.04.2017 due to his personal pre-occupation.

- The Board has also appointed Mr.Siddharth S Bharill (DIN 02137889) as the AdditionalIndependent Director of the Company wef 30.05.2017.

Mr. Sureshchand P Jain (DIN 00004402) who retires by rotation and beingeligible offers himself for re appointment. If re-appointed his term would be inaccordance with the policy for directors of the Company.

Mr. Dhannalal P Jain (DIN 00076679) who retires by rotation and beingeligible offers himself for re-appointment. If re-appointed his term would be inaccordance with 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 ofKey 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 2018:

Mr. Sureshchand P Jain: Managing Director Mr. Sandeep Gopale: Chief Financial Officer

d) Changes in Directors and Key Managerial Personnel (KMP) during the FY 2017 - 2018

During the year under review Mr. Bhupendra T Shah (DIN 02479629) resigned from theboard of Directors of the Company with effect from 24.04.2017 & The Board has alsoappointed Mr.Siddharth S Bharill (DIN 02137889) as the Additional Independent Director ofthe Company wef 30.05.2017. Company is yet to appoint a Company Secretary and is lookingfor 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 reappointment 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

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(Firm Registration No. 120132W) Chartered Accountants Mumbai hold office up to theconclusion of 35 Annual General Meeting of the Company. Since M/s. Sanjay Raja Jain& Co. have completed their term of appointment in the Company. Now the Company isrequired to appoint a new Statutory Auditors in place of retiring auditors for a term of5 consecutive years w.e.f the conclusion of the 35 Annual General Meeting.M/s. Amar Bafna& Associates. Chartered Accountant (ICAI Registration No.114854W) have confirmedthat the appointment if made would be acceptable to them and would be in compliance withthe statutory requirements under the Companies Act 2013 read with Rule 10 of theCompanies (Audit and Auditors) Rules 2014 as amended from time to time and SEBI (LODR)Regulations 2015.The Board of Directors as recommendation of Audit Committee hasappointed the M/s. Amar Bafna & Associates. Chartered Accountant (ICAI RegistrationNo.114854W) as the statutory 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 the35 Annual General Meeting and recommends their appointment to the shareholders of theCompany.

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 2018 in prescribed form dulyaudited by the Practicing Company Secretary Firm M/s. Sherlyn Rebello & Associates isannexed 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 the financial year ended 31 March2018 the applicable accounting standards have been followed along with properexplanation relating 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 year and ofthe profit and loss of the Company for the year ended 31 March 2018.

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 2017-18.

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 Nomination and Remuneration Committee (NRC) and Corporate SocialResponsibility Committee. The Board also carried out the performance evaluation of all theindividual directors including the Chairman of the Company. Additionally NRC also carriedout the evaluation of the performance of all the individual directors and Chairman of theCompany. The performance evaluation was carried out by way of obtaining feedback from theDirectors through a structured questionnaire prepared in accordance with the policyadopted by the Board and after taking into consideration the Guidance Note on BoardEvaluation issued by Securities and Exchange Board of India. The structured questionnaireprepared to evaluate the performance of individual directors and the Chairman inter aliacontained parameters such as professional conduct roles and functions discharge ofduties and their contribution to Board/ Committees/Senior Management. The questionnaireprepared for evaluation of the Board and its Committees inter alia covered variousaspects such as structure and composition eectiveness of board process information androles responsibilities and functioning of the Board and its Committees establishment anddetermination of responsibilities of Committees the quality of relationship between theboard and the management and professional development. The feedback received from theDirectors through the above questionnaire was reviewed by the Chairman of the Board andthe Chairman of the NRC and then discussed the same at the meetings of the Board and NRCrespectively. The performance evaluation of the Chairman Managing Director and the Boardas a whole was carried out by the Independent Directors at their separate meeting held onDecember 18 2017. The Board of Directors of the Company has initiated and put in placeevaluation of its own performance its committees and individual directors. The result ofthe evaluation is 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's GrieanceCommittee.

I) Audit Committee

During the year an Audit Committee of Directors comprising of Shri S. P. Jain ShriBaldev L. Boolani and Shri Bhupendra T Shah was constituted in line with the amendments inthe Companies Act 2013. Shri Bhupendra T. Shah resigned as Director of the Company on24.04.2017 and on reconstitution of Audit Committee Mr. Siddharth S.Bharill

was appointed on 30 May 2017 in place of Shri. Bhupendra T. Shah. Audit Committee ofDirectors now comprise of Shri S. P. Jain Shri Baldev L. Boolani and Shri Siddharth S.Bharill. The Committee elected Shri Siddharth S. Bharill as the Chairman. The AuditCommittee acted as interface between the management and statutory Auditor and the terms ofreference were specified as per the requirement of the Act.

Composition name of members and Chairperson:

Name of the Director Position held Chairman / Member Meeting held Meeting attended
1. Shri BaldevBoolani Member 4 4
2. Shri S. P. Jain Member 4 4
3. *Shri Siddharth S. Bharill Chairman 3 3

Shri Siddharth S. Bharill has been appointed as Chairman of Audit Committee of theCompany on May 30 2017.

Attendance during the year: The Committee met on 30 May 2017 3 August 2017 29September 2017 12

December 2017 and 17 January 2018 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. Shri Bhupendra T. Shah resigned as Director of theCompany on 24.04.2017 and on reconstitution of Nomination & Remuneration Committee Mr.Siddharth S.Bharill was appointed in place of Shri. Bhupendra T. Shah. Nomination &Remuneration Committee of Directors now comprise of Shri Baldev L. Boolani Mrs. MeenaJain and Shri Siddharth S. Bharill.

Composition name of members and Chairperson:

Sr. Name of the Director Position held Chairman / Member Meeting held Meeting attended
1. Shri BaldevBoolani Member 1 1
2. Shri S. P. Jain Member 1 1
3. *Shri Siddharth S. Bharill Chairman 1 1

* Shri Siddharth S. Bharill has been appointed as Chairman of Nomination &Remuneration Committee of the Company.

Attendance during the year:

The Committee met on 30.01.2018 and was attended by all the members.

Remuneration Policy: Non-executive Directors are remunerated by way of sitting feesonly. The Company does not pay any remuneration by way of Salary Perquisites andAllowances to the Directors as prescribed under provisions of the Companies Act 2013. Theminutes of the Nomination & Remuneration Committee Meeting were circulated to theBoard discussed and taken note 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 Grievances Committee:

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

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

* Shri Siddharth S. Bharill has been appointed as Member of Investors GrievancesCommittee of the Company on May 30 2017.

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

No. of Complaints
Nature of Complaints Received Resolved Pending as on 31/3/2018
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
Nil Nil Nil
4. Others
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 2017-18 andmeetings attended by each member of the Committee as required under the Companies Act2013 are provided in Corporate Governance Report forming part of this report.

The recommendation by the Audit Committee as and when made to Board has been acceptedby 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 2017-18 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 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 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.

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 31 March 2018 havebeen 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 2017-18.

DISCLOSURE FOR COST RECORDS

Cost 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 2017-2018 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 and Redressal) Act 2013 and rules made thereunder for reporting andconducting inquiry into the complaints made by the victim on the harassments at the workplace. The functioning of the Committees were carried out as per letter and spiritcontained in the provisions of the Act. During the FY 2017-2018 the Company has notreceived any complaint of sexual harassment and hence there were no complaints pending forredressal as on 31st March 2018. The Company had conducted 4 workshops/awareness programsregarding women empowerment during 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. Theremuneration of the median employee's remuneration is as follows:

Median Employee's Remuneration -Rs.331000/-

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
Sandeep Gopale Chief Financial Officer 16.55

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

The percentage increase in the median remuneration of employees in the financial year2017-18 is 13.50%

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 year2017-18.

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 all of our employees for their contribution to your Company's performance. Weapplaud 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
Place: Mumbai
Date: 30th May 2018 SANDEEP GOPALE
CFO