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S P Capital Financing Ltd.

BSE: 530289 Sector: Financials
NSE: N.A. ISIN Code: INE102F01015
BSE 12:44 | 30 Jan 16.00 -0.85






NSE 05:30 | 01 Jan S P Capital Financing Ltd
OPEN 17.50
52-Week high 27.75
52-Week low 14.40
P/E 21.33
Mkt Cap.(Rs cr) 10
Buy Price 16.05
Buy Qty 200.00
Sell Price 17.05
Sell Qty 1.00
OPEN 17.50
CLOSE 16.85
52-Week high 27.75
52-Week low 14.40
P/E 21.33
Mkt Cap.(Rs cr) 10
Buy Price 16.05
Buy Qty 200.00
Sell Price 17.05
Sell Qty 1.00

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 2021.


The financial performance of your Company for the year ended March 31 2021 issummarized below:

(Rupees in Lacs)
Particulars 2019-2020 2020-2021
Net Sales/ Income from Operations 248.10 50.26
Other Income 0.50 535.21
Total Income 248.60 585.47
Total Expenses 226.44 38.17
Profit/(Loss) from operations after other incomes finance cost but before exceptional items 22.16 547.31
(-) Exceptional Items - -
Profit/(Loss)Before Tax 22.16 547.31
- Current Tax 5.74 3.22
- Deferred Tax 0.00 0.06
- Tax for earlier years 0.00 0.00
Net Profit After Tax 16.42 544.03
(-) Extraordinary Items - -
Net Profit 16.42 544.03

The Financial Statements including consolidated financial statement for the financialyear ended 31st March 2021 have been approved by the Board of Directors.


Total Income of the Company stood at 585.47 Lacs for the year ended March 31 2021 asagainst 248.60 Lacs in the previous year. The Company made a Net Profit of 544.03 Lacs forthe year ended March 31 2020 as compared to the Net Profit of 16.42 Lacs in the previousyear. The above Gross Income and Net Profit for the year ended March 31 2021 alsoincludes the revenue and profit earned by the Company from the sale of Investment insecurities of funds management business during the fourth quarter ended on March 31 2021.


The Board of Directors at their meeting held on 25th June 2021 has recommendedpayment of Rs. 0.50 (Paise fifty only) (5 %) per equity share of the face value of Rs.10(Rupee Ten only) each as dividend for the financial year ended 31st March 2021. Thepayment of final dividend is subject to the approval of the shareholders at the ensuingAnnual General Meeting (AGM) of the Company.


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.


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.


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.


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


There was no transfer of reserves in accordance with the provisions of Section 45-IC ofthe Reserve Bank of India Act 1934.


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.


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.


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


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 available upon receipt of a requestfrom any member of the Company interested in obtaining the same. These documents will alsobe available for inspection at the Registered Office of your Company during working hoursup to the date of the Annual General Meeting.


The Board met 5 times in the Financial Year 2020-21 viz. 24th June 2020 3rdSeptember 2020 19th October 2020 11th November 2020 and 12thFebruary 2021. The maximum time interval between any two meetings did not exceed 120days.


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 the Board as on March 312021.

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 9 2 1
Shri Baldev L Boolani Independent Non Executive Director 2 2 2 1
Mrs. Meena S Jain Promoter NonExecutive Director 2 9 3 -
Shri Rajendra L. Jain Independent Non Executive Director 2 6 4 2

(B) Board Procedure:

The Board of the Company met 5 times during the year ended March 31 2021. 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: 24th June 2020 03rdSeptember 2020 19th October 2020 11th November 2020 and 12thFebruary 2021.

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 Chairman/Managing Director 5 Present
Shri Baldev L Boolani Non-promoter/Independent Director 5 Present
Mrs. Meena S. Jain Promoter /Woman Director 3 Present
Shri Rajendra L. Jain Non-promoter/Independent Director 5 Present

(D) Brief Note on

the Directors seeking appointment/Re-appointment at the 38th Annual GeneralMeeting:

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 formingpart of Notice.


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.


As on 31st March 2021 the Board of your Company consists of four 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

Mrs. Meena S. Jain (DIN 00004413) 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 Non Executive IndependentDirector for five years from 13th February 2020 to 12th February2025 in AGM of the Company held on 30th September 2020.

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 2021:

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 2020 - 2021

During the year under review there was no change in Directors and Key ManagerialPersonnel (KMP).


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.


At the EGM held on November 11 2020 the Members approved appointment of M/s. JMT &Associates. Chartered Accountants Mumbai (FRN: 104167W) as statutory Auditors of thecompany to fill the casual vacancy caused by the resignation of M/s. Amar Bafna &Associates. Chartered Accountant (ICAI Registration No.114854W) till the conclusion ofthe AGM to be held in the year 2021 and that they shall conduct the Statutory Audit forthe financial year 2020-21. Accordingly based on the recommendation of Audit Committee andconfirmation received from M/s. JMT & Associates. Chartered Accountants Mumbai(FRN: 104167W) of their eligibility the Board recommends to the members of theirappointment as Auditors of the Company for a period of four years from the conclusion ofthis AGM till the conclusion of AGM of the Company to be held in year 2025.


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


A Secretarial Audit Report for the year ended 31st March 2021 in prescribed form dulyaudited by the Practicing Company Secretary Firm M/s. Sherlyn Rebello & Associates isannexed herewith and forming part of the report.

In secretarial audit report practicing company secretary M/s. Sherlyn Rebello &Associates has qualified that two Forms were not filed we have to explain that same weremissed out because that time there was Lock Down going on in the Country due to COVID 19pandemic and after wards our Company Secretary was also in Quarantine and not well. Thesame are being filed now.


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 31stMarch 2021 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 31st March 2021.

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 2020-21.


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 questionnaire prepared for evaluation of the Board and its Committees inter aliacovered various aspects such as structure and composition electiveness of board processinformation and roles responsibilities and functioning of the Board and its Committeesestablishment and determination of responsibilities of Committees the quality ofrelationship between the board and the management and professional development. Thefeedback received from the Directors through the above questionnaire was reviewed by theChairman of the Board and the Chairman of the NRC and then discussed the same at themeetings of the Board and NRC respectively.

The performance evaluation of the Chairman Managing Director and the Board as a wholewas carried out by the Independent Directors at their separate meeting held on December18 2020. 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.


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


Audit Committee of Directors comprise of Shri S. P. Jain Shri Baldev L. Boolani andShri Rajendra L. Jain. The Committee elected Shri Rajendra L. Jain as the Chairman. TheAudit Committee acted as interface between the management and statutory Auditor and theterms 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 Baldev Boolani Member 5 5
2. Shri S. P. Jain Member 5 5
3. Shri Rajendra L. Jain Chairman 5 5

Attendance during the year:

The Committee met on 24th June 2020 03rd September 2020 19thOctober202011th November 2020 and 12th February 2021 and wasattended 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 comprise of Shri Baldev L. Boolani Mrs. Meena Jain andShri Rajendra L. Jain.

Composition name of members and Chairperson:

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

Attendance during the year:

The Committee met on 24.06.2020 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 werecirculated to the Board 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.

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
2. Mrs. Meena S Jain Member 1 1
3. Shri S.P.Jain Member 1 1
4. Shri Rajender L. Jain Chairman 1 1

a).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 31/3/2021
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

b). 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 2020-21 andmeetings attended by each member of the Committee as required under the Companies Act2013 are provided else where in this report.

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


During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk identified that may threaten the existence of the Company.


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 2020-21 no casesunder this mechanism were reported to the Company and associate Company. During the yearno personnel has been denied access to the Audit Committee.


A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.


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.


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.


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


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.


The financial statements of the Company for the year ended 31st March2021 have been disclosed as per Schedule III to the Companies Act 2013.


There has been no change in the nature of business of the company during the FinancialYear 2020-21.


Cost Records not applicable to Company


A copy of audited financial statements of the Companies will be made available to themembers of the Company seeking such information at any point of time. A cash flowstatement for the year 2020-2021 is attached to the Balance Sheet.


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 20202021 the Company has not received any complaint of sexualharassment and hence there were no complaints pending for redressal as on 31st March2021. The Company had conducted 3 workshops/awareness programs regarding women empowermentduring the period under review.


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.322874/-

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 -
Miss. Juie Pavle Company Secretary -

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 year2020-21.


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: 25th June 2021