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SPA Capital Services Ltd.

BSE: 542376 Sector: Financials
NSE: N.A. ISIN Code: INE726X01014
BSE 05:30 | 01 Jan SPA Capital Services Ltd
NSE 05:30 | 01 Jan SPA Capital Services Ltd

SPA Capital Services Ltd. (SPACAPTSER) - Director Report

Company director report

To the Members

Your Directors have pleasure in presenting herewith their 35th Annual Reportof SPA Capital Services Limited [the "Company") on the business and operationsof the company together with the Audited Financial Statements of the Company for the yearended on 31st March 2019.

FINANCIAL HIGHLIGHTS

Key highlights of financial performance for SPA Capital Services Limited for thefinancial year 201819 are tabulated below:

(Rs. in lakhs)

Particulars March 31 2019 March 31 2018
Sales 5036.39 2652.44
Brokerage Income 3989.90 5025.05
Income from Advisory Services / Management Fees 554.27 760.86
Interest and Dividend Income 269.95 215.60
Profit from Trading in Derivatives - -
Other Income 3.74 9.26
Total income 9854.25 8663.21
Expenditure before Depreciation Tax and Exceptional items 9709.48 8404.23
Profit before Depreciation Tax and Exceptional items 144.77 258.98
Less: Depreciation 45.92 50.32
Less: Exceptional Items 6.92 0.11
Less: Prior Period Items 0.59 -
Profit before Tax 91.34 208.55
Less: Provision for Tax 43.02 69.70
Profit After Tax 48.32 138.85
Less: Short/(Excess) provision for earlier years 2.88 4.07
Profit/fLoss) for the period 45.44 134.78
Earnings per Share (Equity Shares of face value Rs.10/- each)
- Basic 1.48 6.71
- Diluted 1.48 6.71

ECONOMIC OVERVIEW

We are very much optimistic about the Industry scenario in India. The Investment inMutual Funds through various SIPs and other route is on all time high. There is a bigopportunity for mutual fund distributors when an average investor still requiring guidancethrough the complicated maze of investments. AUM of the MF industry in India grew by 11.4%in FY18-19 to INR 23.80 Lakh Crore of which equity AUM constituted 43% and grew by 17.8%from a year earlier. The growth in Equity AUM can be attributed primarily to healthy netnew flows of INR 1.18 Lakh Crore during the year. Debt AUM fell by 8.7% as the industrysaw net outflows of INR 1.24 Lakh Crore due to uncertain interest rate environment and achallenging credit cycle. Liquid AUM stands at 1NR 4.36 Lakh Crore a growth of 30% backedby net inflows of INR 0.76 Lakh Crore. ETFs FOFs and Arbitrage Funds now add up to INR1.93 Lakh Crore.

Individual investors' contribution to the total AUM now stands at 55% versus 51% a yearearlier. Monthly flows from SIPs were INR 8055 Crore in March 2019 a growth of 13.1%from the same month of the previous year. The industry processed 2.62 Crore SIPtransactions during March 2019 as compared to INR 2.11 Crore in March 2018. AUM frombeyond the top 30 cities (B30) stood at INR 3.79 Lakh Crore and formed 15% of the totalAUM in March 2019. Industry participants are ramping up their presence in these locationsleading to further development of markets. Favorable regulatory policies have propelledthe interest for mutual fund products in B30 cities of the country.

Future outlook

Riding high on strong inflows from domestic individual investors the MF industry AUMgrew by 24% CAGR over the last 5 years with Equity AUM growing by 39% CAGR over the sametime period. The individual investors AUM in the industry has grown from INR 3.93 LakhCrore in March 2014 to INR 13.54 Lakh Crore in March 2019 a growth of 28% CAGR. Over thesame period the number of individual folios have increased from 3.92 Crore to 8.21 Crore.Individual investors typically invest for longer time frames and have a higher preferencefor equity-oriented funds. Net inflows into the industry over the past 5 fiscal years wereINR 9.62 Lakh Crore of which INR 6.61 Lakh Crore have been in equity-oriented schemes.There is a trend of Indian retail investors increasing allocation to equities in theiroverall investment portfolio. The AUM of liquid funds also witnessed healthy growth on theback of buoyant corporate investments and stable returns.

A major game changer for the domestic mutual fund industry has been the acceptance ofthe systematic investment plans commonly known as SIPs which has become a preferredroute for most individual investors. The monthly SIP flows grew 2.5 times from April 2016to INR 8055 Crore in March 2019. The number of SIP transactions processed in March 2019was 2.62 Crore as compared to 1.01 Crore in April 2016. SIPs are typically sticky longterm inflows and lend high visibility and predictability of AUM growth.

Another important development has been the balancing of roles between the domesticinstitutional investors (largely Mutual Funds) and Foreign Portfolio Investors (FPI).Historically Indian equity markets have moved in tandem with FPI fund flows. FPI flowstend to be volatile as they are exposed to global challenges.

We believe we are well-poised to capitalize on the healthy prospects of the industryand further solidify our position in the market. Our strong brand equity disciplinedinvestment philosophy and robust process customer-centric approach and expansive reachshould facilitate our future growth.

BUSINESS AND OPERATIONAL HIGHLIGHTS

Our revenues primarily consist of revenue from sale of securities brokerage incomefrom distribution of Mutual Fund and other financial products income from interest anddividend. The Company is also registered with Reserve Bank of India as Non depositaccepting Non Banking Financial Company (NBFC).

During the year under review the Company has obtained registration as Point of Presence- Sub entity (POP- SE) from Pension Fund Regulatory and Development Authority (PFRDA) forproviding various facilities to the Subscribers under the National Pension Scheme (NPS)and rendering other services as specified under the Pension Fund Regulatory andDevelopment Authority Act 2013.

During the year the Company has registered an increase of 89.88% in the Sale ofSecurities from Rs. 265244340/- in the financial year 2017-18 to Rs. 503638727/- inthe Financial Year 2018-19.

However the brokerage Income has decreased from Rs. 502504938/- in the financialyear 201718 to Rs. 398990195 in the Financial Year 2018-19.

It is submitted further that the income from advisory services / management feesdecreased from Rs. 76085913/- in the financial year 2017-18 to Rs. 55427550/- in theFinancial Year 2018-19.

LISTING OF SHARES OF THE COMPANY

With effect from February 07 2019 the Equity Shares of the Company are being listedon the BSE Limited (BSE). The Company has entered into Listing Agreement with BSE Ltd. interms of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 within the prescribed time limit.

DIVIDEND

In order to conserve the resources of the Company and to plough back profits in theCompany and to meet the fund requirements of the Company for the purpose of capitalizingon the opportunities available your Directors have not recommended any dividend for theyear under review.

TRANSFER TO GENERAL RESERVE

During the year under review the company has transferred a sum of Rs. 10000000 to theGeneral Reserves.

The Reserves and Surplus of your company stood at Rupees 142455595/- as at March312019. SHARE CAPITAL

The Authorized Share Capital of the Company as at March 31 2019 is Rs. 50000000divided into 5000000 equity shares of Rs. 10/- each. The paid up share capital of thecompany as at March 31 2019 is Rs. 30742250 divided into 3074225 equity shares of Rs.10/- each.

During the year under review there has been no change in the Authorized and Paid upShare Capital of the Company.

HOLDING / SUBSIDIARY / ASSOCIATE COMPANIES

Your company does not have any Holding Subsidiary and Associate Company within themeaning of Section 2(46) Section 2(87) and Section 2(6) of the Companies Act 2013("Act").

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within themeaning of Section 73 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014 during the financial year 2018-19.

EXTRACT OF THE ANNUAL RETURN

As required under Section 134(3)(a)of the Companies Act 2013 the details forming partof the extract of the Annual Return as stipulated under Section 92(3) of the CompaniesAct 2013 read with the Companies (Management and Administration) Rules 2014 in form MGT- 9 is available on the website of the Company at

http://www.spacapitaI.com/CapitalServices/SPACapitalServicesMGT.pdf and the AnnualReturn for the Financial year 2017-18 in the MGT-7 is available on the website of theCompany at http://www.spacapital.com/CapitalServices/Annual Return 2017-18.pdf .

STATUTORY AUDITORS

The Shareholders of the Company had at their Extra Ordinary General Meeting held onApril 24 2019 approved the appointment of M/s SNMG & Co. Chartered Accountants(Regn. No. 004921N) to fill the casual vacancy caused by the resignation of M/s O. P.Mishra & Company Chartered Accountants (ICAI Firm Registration No. 011873N) and tohold the office of the Statutory Auditors of the Company until the conclusion of theensuing Annual General Meeting of the Company.

The Board of Directors had after considering recommendation of the Audit Committeedecided to re-appoint M/s SNMG & Co. Chartered Accountants (Regn. No. 00492IN) as theStatutory Auditors of the Company to hold office from the conclusion of the 35thAnnual General Meeting upto the conclusion of 40th Annual General Meeting.

The Board therefore recommends for their appointment at the ensuing Annual GeneralMeeting.

AUDITORS' REPORT

The report of the Auditors on the final accounts of the Company is being attached withthe Balance Sheet. The notes to the said report are self explanatory and therefore do notrequire any further clarifications.

There are no qualifications reservation or adverse remarks made by the StatutoryAuditors in their audit report for the Financial Year 2018-19.

During the year under review the Statutory Auditors have not reported any incident offraud under Section 143(12) of the Companies Act 2013 to the Audit Committee thereforeno detail is required to be disclosed under Section 134(3)(ca) of the Companies Act 2013.

SECRETARIAL AUDITORS

The Company has appointed M/s RMG and Associates Company Secretaries to conduct theSecretarial Audit for the financial year ended March 31 2019 pursuant to Section 204 ofthe Companies Act 2013 and rules made thereunder.

The Secretarial Audit Report furnished by M/s RMG and Associates is annexed to thisreport as "Annexure - A".

The Managements' Reply to the observations reported in the Secretarial Audit Report isas follows:

Observation Reply
1. The Company has not submitted prior intimation of Board Meeting convened on February 14 2019 within the timelines specified in regulation 29(2) & 29(3). Further a notice was received from BSE regarding the non-compliance and accordingly company was fined with Rs. 11800/- which was duly complied with. The Company received Trading approval from the Stock Exchange effective from February 072019.
As on the due date of the Compliance to be made under Regulation 29 of the SEB1 (Listing Obligations and Disclosure Requirements) Regulation 2015 the Company did not have access to the Listing Centre ( http://listing.bseindia.com ). Soon after the generation of Login Id and password the Company intimated the Stock Exchange regarding convening the Board Meeting on February 14 2019 without any delay.
Thus the delay in filing the pre-intimation of the Board Meeting convened on February 14 2019 was due to technical glitch.
Moreover the Company has made payment of the said fine amount under protest and requested the BSE officials to waive off the amount of fine imposed on the Company.
Further directions in this regard are awaited from the BSE officials.
2. A Quarterly Return on Important Financial Parameters of non-deposit taking NBFC having asset size of Rs. 50 Crore and above but less than Rs. 100 Crore was required to be filed in terms of RBI circular DNBS (PD). CC. No.243 /03.02.02 /2011-12 dated September 12 2011. As per NBFC Returns (Reserve Bank) Directions 2016 having reference No. RBI/DNBS/2016-17/47 Master Direction DNBS.PPD.02/66.15.001/2016-17 dated September 29 2016 an NBFC-ND-NSI having asset size below Rs. 100 crore is required to file only NBS-9 and Statutory Auditor Certificate.
Moreover there is no filing mechanism available at the COSMOS Portal made available by RBI.
The Management of the Company is exploring the ways of filing this return and is seeking clarification from the concerned RBI NBFC division.

CORPORATE GOVERNANCE

As per the provision of Regulation 15(2) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Compliance with Corporate Governanceprovisions as specified in the Regulations 17 to 27 and clause (b) to (i) of Regulation46(2) and para C D and E of Schedule V shall not apply to listed entities having paid-upequity share capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Croresas on the last date of previous financial year.

The Paid up Equity Share Capital and the Net Worth of the Company is Rs. 30742250/-and Rs. 168653887/- respectively which are less than Rs. 100000000/- and Rs.250000000/ respectively as per the Audited Financial Statements of the company for theFinancial year 2017-2018.

Henceforth Company being falling under the specified limits of above regulationrequirement of giving Corporate Governance report in Annual Report as per the Para C ofthe Schedule V is exempted to the company and hence not required to be prepared.

However your Company has made every effort to comply with the provisions of theCorporate Governance and to see that the interest of the Shareholders and the Company areproperly served. It has always been the Company's endeavor to excel through betterCorporate Governance and fair & transparent practices many of which have already beenin place even before they were mandated by the law of land.

The management of Company believes that it will further enhance the level of CorporateGovernance in the company.

CORPORATE SOCIAL RESPONSIBILITY

In terms of provisions of Section 135 of the Companies Act 2013 and Rules madethereunder provisions of Corporate Social responsibility is not applicable to thecompany.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition and its Meetings

As on March 31 2019 the Board comprises of 8 Directors (1 Chairman Cum ManagingDirector 1 Whole Time Director 2 Non- Executive Promoter Director and 4 IndependentDirectors). The composition of the Board represents a healthy blend and optimal mix ofprofessionalism knowledge and experience which enables the Board to discharge itsresponsibilities and provide effective leadership for long term vision and to achieve thehighest level of governance. The Board critically evaluates the Company's strategicdirections management policies and their effectiveness. The Board regularly reviews interalia annual business plans performance against plans business opportunities includinginvestments/disinvestments related party transactions compliance processes includingmaterial legal issues strategy risk management practices and approval of financialresults. Frequent and detailed interaction provides the strategic roadmap for theCompany's future growth.

Table showing the Composition of the Board as on March 31. 2019

Name of the Director Category
1 Mr. Sandeep Parwal Chairman Cum Managing Director (Promoter)
2 Mr. Kamal Kishore Somani Non Executive Director (Promoter)
3 Mr. Mahaveer Prasad Mundhra Whole time Director
4 Mr. Vikas Dhingra Independent Director
5 Mr. Kamal Binani Independent Director
6 Mrs. Honey Parwal Non Executive Director (Promoter)
7 Mr. Amit Kumar Jakhotia Independent Director
8 Mr. Ramesh Menon Independent Director

The Board met 6 (Six) times during the year 2018-2019 on May 30 2018 (AdjournedMeeting on June 13 2018) August 14 2018 September 24 2018 November 20 2018February 14 2019 and March 22 2019. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and rules made there under.

The details of number of meetings attended by each Director during the financial year2018-19 are as follows:

Name of Director Category Attendance in FY 2018-19
1 Mr. Sandeep Parwal Chairman Cum Managing Director (Promoter) 6/6
2 Mr. Kamal Kishore Somani Non Executive Director (Promoter) 1/6
3 Mr. Mahaveer Prasad Mundhra Whole time Director 5/6
4 Mr. Vikas Dhingra Independent Director 2/6
5 Mr. Kamal Binani Independent Director 1/6
6 Mrs. Honey Parwal Non Executive Director (Promoter) 3/6
7 Mr. Amit Kumar Jakhotia Independent Director 6/6
8 Mr. Ramesh Menon Independent Director 6/6

None of the directors of the company is disqualified under Section 164(2) of theCompanies Act 2013 and the Rules made there under.

Change in Composition of the Board

During the Year under review following changes were made in the composition of theBoard of Directors:

1. Ms. Honey Parwal (DIN: 00025835) was appointed as Director by the Shareholders ofthe Company at their Annual General Meeting held on September 18 2018.

2. Mr. Amit Kumar Jakhotia (DIN: 07947687) was appointed as Independent Director by theShareholders of the Company at their Annual General Meeting held on September 18 2018;and

3. Mr. Ramesh Menon (DIN: 02182698) was appointed as Independent Director by theShareholders of the Company at their Annual General Meeting held on September 18 2018.

After the closure of the Financial Year following changes were made in the compositionof the Board of Directors:

1. Mr. Kamal Kishore Somani has resigned from the position of the Director of theCompany with effective from September 02 2019.

As per the provisions of Section 152 of the Companies Act 2013 and in terms of theArticles of Association of the Company Ms. Honey Parwal will retire by rotation andfurther being eligible has offered herself for re-appointment at the ensuing AnnualGeneral Meeting.

Change in Key Managerial Personnel of the Company

During the year under review Mr. Rajesh Ramnani has resigned from the position ofCompany Secretary and Compliance Officer of the Company and Compliance Officer underPension Fund Regulatory and Development Authority Act 2013 and Pension Fund Regulatoryand Development Authority (Point of Presence) Regulations 2015 from the close of thebusiness hours of 31st March 2019 due to his personal commitments vide letter datedFebruary 11 2019.

To fill the Vacancy caused by the resignation of Mr. Rajesh Ramnani the Board ofDirectors of the Company has based on the recommendations of Nomination and RemunerationCommittee appointed Ms. Kajal Gupta an Associate Member of Institute of CompanySecretaries of India as Company Secretary and Compliance Officer of the Company andCompliance Officer under Pension Fund Regulatory and Development Authority Act 2013 andPension Fund Regulatory and Development Authority (Point of Presence) Regulations 2015with effect from 1st April 2019.

Independent Directors

The Independent Directors of the Company are individuals of eminence & repute intheir respective fields and they actively contribute to the strategic directionoperational excellence & corporate governance of the Company. In accordance with thecriteria set for selection of Independent Directors and for determining theirindependence the Nomination and Remuneration ('NR') Committee of the Board inter aliaconsiders the qualifications positive attributes area(s) of expertise and Directorships/Committee memberships held by these individuals in other companies. The Board considersthe NR Committee's recommendation and takes appropriate decisions for appointment of theIndependent Directors.

Accordingly as on March 31 2019 the Company has Mr. Vikas Dhingra Mr. Kamal BinaniMr. Amit Kumar Jakhotia and Mr. Ramesh Menon as Independent Directors of the Company.

Mr. Vikas Dhingra and Mr. Kamal Binani were appointed as the Independent Director ofthe Company for a term of five consecutive years commencing from October 01 2014.Accordingly the term of Mr. Vikas Dhingra and Mr. Kamal Binani was due to expire onSeptember 30 2019.

In compliance with the provisions of Section 149 read with Schedule IV of the CompaniesAct 2013 a separate meeting of the Independent Directors was held on February 14 2019.

Declaration of Independence

The Company has received declarations from Mr. Vikas Dhingra Mr. Amit Kumar Jakhotiaand Mr. Ramesh Menon Independent directors of the Company confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Companies Act 2013read with Schedule IV and the Rules made thereunder.

Performance Evaluation of Independent Directors by the Board

The performance evaluations of the Independent Directors were carried out by the entireBoard. The Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board Committees play a vital role in strengthening the Corporate Governancepractices and focus effectively on the issues and ensure expedient resolution of thediverse matters. All observations recommendations and decisions of the Committees areplaced before the Board for information or for approval.

The Board of Directors has from time to time constituted the following Committeesnamely:

1) Audit Committee

2) Stakeholder Relationship Committee

3) Nomination and Remuneration Committee

Audit Committee Composition and its Meetings

As on March 31 2019 the Audit Committee comprises of 4 Directors i.e. Mr. Ramesh Menonas Chairman who is an Independent Director Mr. Sandeep Parwal Chairman Cum ManagingDirector Mr. Amit Kumar Jakhotia Independent Director and Mr. Kamal Binani IndependentDirector.

The role terms of reference and powers of the Audit Committee are in conformity withthe requirements of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015.

During the period under review all the recommendations of the Audit Committee wereaccepted by the Board of Directors of the Company.

The Audit Committee met 5 (FIVE) times during the year 2018-2019 on May 30 2018(Adjourned Meeting on June 13 2018) August 14 2018 November 20 2018 February 142019 (at 11:00 AM) and February 14 2019 (At 11:40 AM). The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and rules madethere under.

Stakeholder Relationship Committee Composition and its Meetings

The Stakeholder Relationship Committee comprises of 3 Directors i.e. Mr. Ramesh Menonas Chairman who is an Independent Director Mr. Sandeep Parwal Chairman Cum ManagingDirector and Mr. Amit Kumar Jakhotia Independent Director.

The Stakeholder Relationship Committee met 1 (One) time during the year 2018-2019 onNovember 20 2018.

The role terms of reference and powers of the Stakeholder Relationship Committee arein conformity with the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirement) Regulations 2015.

Nomination and Remuneration Committee Composition and its Meeting

The composition and terms of reference of the Nomination and Remuneration Committeesatisfy the provisions of Section 178 of the Companies Act 2013. At present theNomination and Remuneration (NR) Committee comprises of three (3) Directors i.e. Mr.Ramesh Menon as Chairman who is an Independent Director Ms. Honey Parwal Director andMr. Amit Kumar Jakhotia Independent Director.

Nomination and Remuneration Committee met Two (2) times during the financial year2018-19 on August 14 2018 and March 22 2019.

The role terms of reference and powers of the Nomination and Remuneration Committeeare in conformity with the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirement) Regulations 2015.

REMUNERATION POLICY

The NR Committee has formulated the criteria for determining the qualificationsattributes & independence of a Director & recommended to the Board a policyrelating to remuneration for the Directors KMP & Senior Management Personnel.

The Nomination and Remuneration Committee while formulating the policy takes intoconsideration the best remuneration practices in the industry while fixing appropriateremuneration packages and for administering the long-term incentive plans.

Further compensation package of the Directors Key Managerial Personnel SeniorManagement and other employees is designed based on the set of principles enumerated inthe said policy.

An extract of the policy covering these requirements is placed at website of theCompany at http://www.spacapital.com/CapitalServices/RemunerationPolicy.pdf .

VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Companies Act 2013 readwith the rules made there under the Company has adopted a Whistle Blower Policy and hasestablished the necessary vigil mechanism for Directors & employees to report genuineconcerns about unethical behavior actual or suspected fraud or violation of the Company'scode of conduct. The Policy also provides for adequate safeguard against victimization ofWhistle Blower who avails of such mechanism and also provides for the access to theChairman of the Audit Committee.

Under this policy we encourage our employees to report any reporting of fraudulentfinancial or other information to the stakeholders any conduct that results in violationof the Company's Code of Business Conduct to management (on an anonymous basis ifemployees so desire).

Likewise under this policy we have prohibited discrimination retaliation orharassment of any kind against any employees who based on the employee's reasonablebelief that such conduct or practice have occurred or are occurring reports thatinformation or participates in the said investigation. No individual in the Company hasbeen denied access to the Audit Committee.

Mechanism followed under this policy is appropriately communicated within the Companyacross all levels.

The Audit Committee periodically reviews the functioning of this mechanism.

INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control self assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems by the internal auditors andstatutory auditors during the course of their audits. The Company believes that thesesystems provide reasonable assurance that Company's internal financial controls aredesigned effectively and are operating as intended.

Your company has in place adequate financial controls with reference to financialstatements. During the year such controls were reviewed and it did not observe anyreportable material weakness in the design or operation of financial controls.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

An effective internal control mechanism is imperative to good corporate governance. TheCompany has put in place robust internal control systems and procedures in line with thescale of operations and business to ensure timely and accurate recording of financialtransactions and adherence to applicable accounting standards; optimum utilization andsafety of assets; compliance with applicable laws & regulations; and an effectivemanagement information system & reviews of other systems. The Company also has inplace well-defined organizational structures to facilitate clearly established roles andresponsibilities for effective discharge of duties in a smooth manner.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board Committees and otherindividual Directors (including Independent Directors] which include criteria forperformance evaluation of Non-executive Directors and Executive Directors.

In accordance with the manner specified by the NR Committee the Board carried outannual performance evaluation of the Board its Committees and Individual Directors.

The Independent Directors carried out annual performance evaluation of thenon-independent directors and the Board as a whole and the Chairperson.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans given and Investments made under the provisions of Section 186 of theCompanies Act 2013 are given under the respective heads of Financial Statements. TheCompany has not given any Corporate Guarantee (s) in respect of any loans as at March 312019.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive the management has beenhighly conscious of the importance of conservation of energy and technology absorption atall operational levels and efforts are made in this direction on a continuous basis. Inview of the nature of activities which are being carried on by the Company theparticulars as prescribed under section 134(3](m) of the Act read with rule 8 of theCompanies (Accounts) Rules 2014 regarding Conservation of Energy and TechnologyAbsorption are not applicable to the Company and hence have not been provided.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There has been no foreign exchange earnings or outgo during the year under Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year 2018-19were on "Arm's length" basis and were in the ordinary course of businessintended to further the Company's interest.

The Policy on Materiality of Related Party Transactions and on dealing with RelatedParty Transactions as approved by the Board is put up on the Company's website and can beaccessed at http://www.spacapitaI.com/CapitalServices/Policv%20on%20ReIated%20partv%20transa ctions.pdf

During the period under review the Company had not entered into any materialtransaction with any of its related party. None of the transactions with any of relatedparties were in conflict with the Company's interest.

Members may refer Note No. 26 to the Financial Statement which sets out Related PartyDisclosures pursuant to AS.

RISK MANAGEMENT POLICY

Risk Management is the continuous process of systematically identifying quantifyingprioritizing and responding to all risks and opportunities that can affect the achievementof the Company's strategic and annual objectives. Accordingly the risk Management Policyof the company elaborates the various methods in identification assessment monitoringand mitigation of various risks that the company may face in its business. The company'sobjective is to achieve a balance between acceptable levels of risk and reward ineffectively managing its operational financial business and other risks.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial positionof the Company which occurred during between the end of the financial year to which thefinancial statements relate and the date of this report.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report marked as "Annexure B".

MAINTENANCE OF COST RECORDS

As per the provisions of the Section 148(1) of the Companies Act 2013 the Company isnot required to maintain cost Records. Accordingly such accounts and records are not madeand not maintained.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 state that—

1. in the preparation of the annual accounts for financial year ended 31st March 2019the applicable accounting standards have been followed and there is no material departuresfrom the same;

2. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that year;

3. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual accounts for the financial year ended 31stMarch 2019 on a going concern basis.

5. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;

6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favourable workenvironment that encourages innovation and meritocracy. It is important for us thatorganization culture and organization strategy are well aligned. Over a period we havedeveloped a strong culture of transparency through constant employee communication andhave developed strong performance management practices wherein best class rewards andrecognition systems are deployed. We have also set up a scalable recruitment and humanresources management process which enables us to attract and retain high caliberemployees.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of top ten employees in terms of remuneration drawn and namesand other particulars of the employees drawing remuneration in excess of the limits setout in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms part of this Report and marked as"Annexure - C".

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013.

An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. During the year 2018-2019 no complaints were received bythe Company related to sexual harassment

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the regulators or courts ortribunals that may have an impact for the company as a going concern and/or company'soperations.

Mr. Kamal Kishore Somani one of Promoter Director of the Company has filed anapplication u/s 241 242 and 244 of the Companies Act 2013 before the National CompanyLaw Tribunal New Delhi Principal Bench for seeking an order to restrain the Company fromconvening the Extra Ordinary General Meeting on November 16 2018 for the removal of Mr.Kamal Kishore Somani and appointment of Mr. Sanjay Joon as director of the Company on therequisition of Dhrubtara Trading Private Limited.

However the National Company Law Tribunal New Delhi Principal Bench has vide itsOrder dated November 16 2018 in the Company Application No. 422/241-242/PB/2018 in thematter of Kamal Kishore Somani & Ors. Vs. SPA Capital Services Limited & Ors. hasstayed the holding of the Extra Ordinary General Meeting on November 16 2018 by theCompany.

There is no Corporate Insolvency Resolution Process initiated under the Insolvency andBankruptcy Code 2016.

OTHER DISCLOSURES AS PER COMPANIES ACT 2013 AND THE RULES MADE THEREUNDER ARE PROVIDEDHEREUNDER

(a) Issue of Equity Shares with Differential Rights: -

During the period under review the Company has not issued any Equity Shares withDifferential Rights.

(b) Issue of Employee Stock Options: -

During the period under review the Company has not issued any Employee Stock Options.

(c) Issue of Sweat Equity Shares: -

During the period under review the Company has not issued any sweat equity shares asspecified in Rule 8(13) of Companies (Share Capital and Debenture Rules 2014).

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

ACKNOWLEDGMENT

We take this opportunity to express our gratitude to the Shareholders & Investorsof the Company for their unflinching trust and support. We would also like to thank theRegulatory Authorities and Banks for their cooperation and assistance. We would like toplace on record their sincere appreciation and acknowledgment towards the efforts andcontribution made by the personnel at all levels and their continued support and faith inthe Organization. We would like to reiterate our commitment to continue to build ourorganization into a truly world class enterprise in all respects.

For & on behalf of the Board
SPA Capital Services Limited
Sandeep Parwal Mahaveer Prasad Mundhra
Place: New Delhi Chairman Cum Managing Director Whole time Director
Date: September 02 2019 DIN No. 00025803 DIN No. 00642941

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