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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
OPEN 15.75
PREVIOUS CLOSE 15.75
VOLUME 90
52-Week high 19.60
52-Week low 13.78
P/E 58.33
Mkt Cap.(Rs cr) 9
Buy Price 19.60
Buy Qty 100.00
Sell Price 15.75
Sell Qty 372.00
OPEN 15.75
CLOSE 15.75
VOLUME 90
52-Week high 19.60
52-Week low 13.78
P/E 58.33
Mkt Cap.(Rs cr) 9
Buy Price 19.60
Buy Qty 100.00
Sell Price 15.75
Sell Qty 372.00

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 31March 2019.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31 2019 issummarized below:

Rupees in lacs
Particulars 2018-2019 2017-2018
Net Sales/ Income from Operations 252.44 178.47
Total Income 253.28 218.64
Total Expenses 231.99 177.04
Profit/(Loss) from operations before other incomes finance cost and exceptional items 20.45 1.43
Other Incomes 0.84 40.17
Profit/(Loss) from operations after other incomes finance cost but before exceptional items 21.29 41.60
(-) Exceptional Items - -
Profit/(Loss)Before Tax 21.29 41.60
Tax
- Current Tax 5.47 10.67
- Deferred Tax 0.00 0.00
- Tax for earlier years 0.64 (0.31)
Net Profit After Tax 15.18 31.24
(-) Extraordinary Items - -
Net Profit 15.18 31.24

The Financial Statements including consolidated financial statement for the financialyear ended 31 March 2019 have been approved by the Board of Directors.

COMPANY'S PERFORMANCE:

The Gross Income of the Company stood at 253.28 Lacs for the year ended March 31 2019as against 218.64 Lacs in the previous year. The Company made a Net Profit of 15.18 Lacsfor the year ended March 31 2019 as compared to the Net Profit of 31.24 Lacs in theprevious year. The above Gross Income and Net Profit for the year ended March 31 2019also includes the revenue and profit earned by the Company from the funds managementbusiness during the fourth quarter ended on March 31 2019.

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 2019 was Rs.601.22 Lacs @ Rs.10 pershare. The Company has not issued shares with differential voting rights nor granted stockoptions or sweat equity.

TRANSFER TO RESERVES:

The Bank transferred Rs.4 Lacs to Statutory Reserves in accordance with the provisionsof Section 45-IC of the Reserve Bank of India Act 1934.

DETAILS RELATING TO 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March 2019 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

a) Directors

Mrs. Meena S Jain (DIN 00004413) who retires by rotation and being eligibleoffers herself for re-appointment. If reappointed his term would be in accordance withthe policy for directors of the Company.

Re-appointment of Mr. Baldev Boolani( DIN:00856660) as IndependentDirector

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 Woman Director on the Board.Your Companyhas Ms. Meena S Jain as Woman Director on the Board of the Company.

c) Key Managerial Personnel

In accordance to the provisions of Companies Act 2013 the following persons are theKMPs of the Companyas recorded by the Board as on 31st March 2019:

Mr. Sureshchand P Jain: Managing Director

Mr. SandeepGopale: Chief Financial Officer

d) Changes in Directors and Key Managerial Personnel (KMP) during the FY 2018 - 2019

During the year under review there is no any change in Directors and Key managerialPersonnel (KMP).Company is yet to appoint a Company Secretary and is looking for asuitable candidate.

MEETINGS OF THE BOARD:

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 2019.

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 3 10 2 -
Shri Baldev L Boolani Independent Director 0 1 2 -
Shri D.P.Jain Promoter Non Executive Director 1 2 - -
Mrs. Meena S Jain Promoter Non Executive Director 2 9 2 -
Shri Siddharth S. Bharill Independent Director 1 5 1 2

(B) Board Procedure:

The Board of the Company met 7 times during the year ended March 31 2019. 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: 15 May 2018 30 May 2018 30July 2018 29 September 2018 11 October 2018 20 October 2018 and 31 January 2019.

During the year under review Seven 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 7 Present
Shri Baldev L Boolani Non-promoter / Independent Director 4 Present
Shri D.P. Jain Promoter / Director 6 Present
Mrs. Meena S. Jain Promoter / Director 7 Present
Shri Siddharth S. Bharill Non-promoter / Independent Director 6 Present

(D) Brief Note on the Directors seeking appointment / Re-appointment at the 36 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.

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 March2019 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 2019.

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 2018-19.

CORPORATE SOCIAL RESPONSIBILITY:

The Section 135 of the Companies Act 2013 regarding Corporate Social Responsibilityand the Corporate Social Responsibility Committee is not applicable to the Company as theNet Profit of the Company is below the threshold limit prescribed by the Companies Act2013.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.

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.

COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT:

Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not required by the Company and alsoaccounts and records are not need to be maintained.

VIGILANCE FUNCTION:

Your Company has developed a structured mechanism of vigilance functions and is focusedtowards creation of value for all the stakeholders. The practices involve multi-layerchecks and balances to improve transparency. Vigilance Awareness and preventive vigilanceactivities were continuously carried out during the year. Guidelines of central vigilancecommission (CVC) are being followed.

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 LOANS GUARANTEES OR INVESTMENT:

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

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 2013and 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.

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.

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:

M/s. Amar Bafna & Associates. Chartered Accountant (ICAI Registration No.114854W)have been appointed as the statutory Auditors of the Company for a term of 5 consecutiveyears i.e. from the conclusion of the 35 Annual General Meeting till the conclusion of 40Annual General Meeting.

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 2019 in prescribed form dulyaudited by the Practicing Company Secretary Firm M/s. Sherlyn Rebello & Associatesis annexed herewith and forming part of the report.

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 GrievanceCommittee.

I) Audit Committee

Terms of Reference

During the year an Audit Committee of Directors comprising of Shri S. P. Jain ShriBaldev L. Boolani and Mr. Siddharth S. Bharill was constituted in line with the amendmentsin the Companies Act 2013.. The Committee elected Shri Siddharth S. Bharill as theChairman. The Audit Committee acted as interface between the management and statutoryAuditor and the terms of reference were specified as per 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 BaldevBoolani Member 5 5
2. Shri S. P. Jain Member 5 5
3. Shri Siddharth S. Bharill Chairman 5 5

Attendance during the year:

The Committee met on 30 May 2018 30 July 2018 29 September 2018 20 October 2018and 31 January 2019 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 fix remuneration payable to the Directors in terms ofprovisions of the Companies Act 2013 and refer the same to the Board. Nomination &Remuneration Committee of Directors now comprise of Shri Baldev L. Boolani Mrs. MeenaJain and ShriSiddharth S. Bharill.

Composition name of members and Chairperson:

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

Attendance during the year:

The Committee met on 31.01.2019 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 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 1 1
2. Mrs. Meena S. Jain Member 1 1
3. Shri Siddharth S. Bharill Member 1 1

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

No. of Complaints
Sr. No. Nature of Complaints Received Resolved Pending as on 31/3/2019
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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGSAND 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.

CORPORATE GOVERNANCE:

Regulation 27 of SEBI (Listing Obligations and Disclosure Requirement) Regulations2015 in respect of Corporate Governance is not applicable to your Company. Hence the samedoesn't forms a part this report.

PARTICULARS OF EMPLOYEES:

Information as per Section 197 of the Companies Act 2013 (the 'Act') read with theCompanies Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended bynotification dated 30/06/2016 list of the top ten employees in terms of remunerationdrawn is annexed as Annexure 5 None of the employees is employed on a remuneration of Rs.850000/- p.m. or Rs. 10200000/- p.a.

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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS:

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 2019 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 2018-19.

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 2018-2019 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 were carried out as per letter and spirit contained in the provisions ofthe Act. During the FY 2018-2019 the Company has not received any complaint of sexualharassment and hence there were no complaints pending for redressal as on31st March 2019.The Company had conducted 4 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.383100/-

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 21

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

The percentage increase in the median remuneration of employees in the financial year2018-19 is 44%

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 year2018-19.

None of the employees is employed on a remuneration of Rs. 850000/- p.m. or Rs.10200000/- p.a

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: 27th May 2019 SANDEEP GOPALE CFO