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SSPN Finance Ltd.

BSE: 539026 Sector: Financials
NSE: N.A. ISIN Code: INE820R01017
BSE 00:00 | 24 Feb 29.00 0.25
(0.87%)
OPEN

25.00

HIGH

31.60

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25.00

NSE 05:30 | 01 Jan SSPN Finance Ltd
OPEN 25.00
PREVIOUS CLOSE 28.75
VOLUME 176000
52-Week high 54.95
52-Week low 17.70
P/E 100.00
Mkt Cap.(Rs cr) 11
Buy Price 25.50
Buy Qty 4000.00
Sell Price 34.00
Sell Qty 4000.00
OPEN 25.00
CLOSE 28.75
VOLUME 176000
52-Week high 54.95
52-Week low 17.70
P/E 100.00
Mkt Cap.(Rs cr) 11
Buy Price 25.50
Buy Qty 4000.00
Sell Price 34.00
Sell Qty 4000.00

SSPN Finance Ltd. (SSPNFINANCE) - Director Report

Company director report

DEAR SHAREHOLDERS

Your Directors are pleased to present the 7th Annual Report of the Companyalong with the Audited Financial Statements for the year ended 31st March2019.

1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
Particulars 2018-19 2017-2018
Net Sales/ Income from Operations 4446636 4699609
Other Income 3130 -
Less: Expenditure 3242717 3146187
Profit/(Loss) before Tax 1207049 1553422
% 27.15% 33.05%
Less: Tax provisions 323000 294100
Deferred Tax 31929 -1812
Prior Year Tax 93718 77324
Profit/(Loss) After Tax 758402 1183810
% 17.04% 25.19%

2. OPERATIONS REVIEW

The Income from operation for the financial year 2018-19 for the year under review wasat Rs.44.46 Lakhs as compared to Rs.47 Lakhs during the financial year 2017-18 showing andecrease of 5.71%. The company Profit after tax has registerd a downfall from Rs. 11.84Lakhs to Rs. 7.58 Lakhs showing an decrease of 35.98% over the previous year.

3. SHARE CAPITAL

During the year under review the Company has not issued any shares with or withoutdifferential voting rights nor has granted any stock options or sweat equity. The totalshares issued are 1893200 and out of which 1800950 are in demat form representing95.13% and the rest i.e. 92250Nos representing 4.87% in physical mode.

4. DIVIDEND

With a view to strengthen the financial position of the Company Your Board ofDirector's have not recommended any dividend for the financial year 2018-2019.

5. RESERVES

Directors have not transferred any amount to general or other reserves.

6. DIRECTOR'S & KEY MANAGERIAL PERSONNEL

During the year Mr.Ankur Chokshi (Din:02327417) retires by rotation and being eligibleoffers himself for reappointment The members are requested to approve his appointment inthe forthcoming 7th Annual General Meeting.

7. BOARD COMMITTEES

During the year under review the following committees have been formed by the Company:

a) Audit Committee

b) Nomination and Remuneration Committee c) Stakeholder Relationships Committee

The details of all the Committees of the Board along with their composition andmeetings held during the year are provided below which :

1) Audit Committee:

Applicability of Audit Committee:

As per Section 177 of the Companies Act 2013 and Rule 6 and 7 of Companies (Meetingsof Board and its Powers) Rules 2014. The Board of directors of every listed Company andthe following classes of Companies as prescribed shall constitute an Audit Committee.

I. All public companies with a paid up capital of Rs.10 Crores or more

II. All public companies having turnover of Rs.100 Crores or more;

III. All public companies having in aggregate outstanding loans or borrowings ordebentures or deposits exceeding Rs.50 Crores or more. The Audit Committee comprises:

Name of the Director Status in Committee Nature of Directorship
Mrs. Bhavana Pravin Purav Chairman Director
Mr. Sunil Jain Member Director
Mr. Chandu K Jain Member Director

The Committee met three times in which all the members attended.

2) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee was constituted to carry out any other functionas prescribed under the SEBI (LODR) Regulations as and when amended from time to time. TheCommittee comprises:

Name of the Director Status in Committee Nature of Directorship
Mr. Chandu K Jain Chairman Director
Mr. Sunil Jain Member Director
Mrs. Bhavana Pravin Purav Member Independent Director

The Company Secretary of the Company shall act as the Secretary of the Committee. TheCommittee met two times and all the members attended.

3) Nomination & Remuneration Committee:

The nomination and remuneration committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013. The Broad terms of reference ofthe nomination and remuneration committee are as under: The committee will considerperiodic reviewing of the composition of the Board with the objective of achieving anoptimum balance of size skills independence knowledge age gender and experience.Recommend to the Board appointment or reappointment of Key Managerial Personnel("KMP" as defined by the Act) and executive team members of the Company (asdefined by this Committee). Carry out evaluation of every director's performance andsupport the Board and Independent

The Committee comprises:
Name of the Director Status in Committee Nature of Directorship
Mr. Sunil Jain Chairman Director
Mr. Chandu Jain Member Director
Mrs. Bhavana Pravin Purav Member Independent Director

The Company Secretary of the Company shall act as the Secretary of the Committee

8. NO. OF MEETINGS HELD

The Company held 4 Board Meetings for the Financial Year 2018-19. The details of theBoard Meetings are given below:

Date Board Strength No of Directors Present
30/05/2018 4 4
05/09/2018 4 4
14/11/2018 4 4
11/03/2019 4 4

The 7th Annual General Meeting was held on 30th September 2019in which all the Directors and the Statutory Auditors attended.

9. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to the Directors' Responsibilities Statement it is hereby confirmed that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had 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 that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and e. thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.

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

10. BOARD EVALUATION

The Companies Act 2013 states that a formal annual performance evaluation needs to bemade by the Board of its own performance the directors individually as well as theevaluation of its Committees. As per Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board.

11. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act2013 during the financial year and as such no amount on account of principal or intereston deposits from public was outstanding as on 31st March 2019. The Company has no depositwhich is not in compliance with the provisions of Chapter V of the Companies Act 2013 andas the Companies (Acceptance of Deposit) Rules 2014.

12. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Company has reviewed the Internal Financial Control Report which has been submittedlast year by Internal Auditor which required management intervention and actions. Theactions taken by the management were reviewed by the internal auditor as per their reportfor the financial year 2018-19.

The Board of Directors hereby report that that the same has been considered and properaction as envisaged has been taken.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY COMPANY

During the year under review your company has not granted loans to the extent of Rs.37.80 Lakhs as per the provisions of Section 186 of the Companies Act 2013

During the year under review your Company has not given any guarantee to any personfalling under ambit of Section 186 of the Companies Act 2013.

14. PARTICULARS OF CONTRACTS OR ARRANAGEMENTS WITH RELATED PARTIES

All related party transactions made during the financial year 2018-19 were on arm'slength basis and were in the ordinary course of business. All transactions with relatedparties are placed before the Audit Committee as also the Board for approval. Prioromnibus approval of the Audit Committee is obtained for the transactions which are ofafore seen and repetitive nature. The transactions entered into pursuant to the omnibusapproval so granted are audited and a statement specifying the nature value and terms& conditions of all related party transactions is placed before the Audit Committeeand the Board of Directors for their approval on a Half yearly basis.

All transactions entered into with related parties during the year were on an arm'slength basis and were in the ordinary course of business. Accordingly there are notransactions that required to be reported in Form AOC-2.

15. EXTRACT OF ANNUAL RETURN

The details forming part of the extracts of Annual Return in Form MGT-9 pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andadministration) Rules 2014 is prescribed in 'Annexure - B' and forms an integralpart of this report.

16. MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial positionof the Company which has occurred between the end of financial year of the Company andthe date of this Report.

17. RISK MANAGEMENT POLICY

During the year under review the Company has identified and evaluated elements ofbusiness risk. Business risk inter alia further includes fluctuations in foreignexchange Raw Material Procurement risk Environmental & Safety Risk Working CapitalRisk Market Risk and Business Operations Risk. The risk management framework defines therisk management approach of the Company and includes periodic review of such risk and alsodocumentation mitigating controls and reporting mechanism of such risks. The Board ofDirectors and senior management team currently assess the operations and operatingenvironment to identify potential risks and take necessary mitigation actions.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS /TRIBUNALS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.

19. CORPORATE GOVERNANCE

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 para C of Schedule V relating to Corporate Governance Report shall notapply to company listed on SME Exchange. The Company being a company listed on BSE SMEPlatform preparation of corporate governance is not applicable.

20. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015Management Discussion and Analysis is set out in the Annual Report as "Annexure-D".

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS ANDOUTGO

A. Conservation of energy technology absorption

As the Company does not fall under any of the industries listed out in the Scheduleappended to the Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules 1988 particulars required to be disclosed with respect to conservationof energy and technology absorption are not applicable to the Company.

The operations of your Company are not energy intensive. Your Company takes variousmeasures to reduce energy consumption by using energy efficient computer systemselectrical and electronic equipment and procuring energy efficient equipment and gadgetsin its operation. As an ongoing process your company evaluate new technology andtechniques to make its infrastructure more energy efficient .

B. Foreign Exchange Earning/Outgo:

The Company has no Foreign Exchange Earning/ Outgo in Financial Year 2018-19.

22. AUDITORS

25.1 Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. M/s B.L.Dasharda & Associates CharteredAccountants bearing Registration No. 112615W hold office up to the conclusion of theAnnual General meeting to be held in the year 2020. The Company has received a certificatefrom the said auditors that they are eligible to hold office as the Auditors of thecompany.

25.2 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Harsh Vijay Gor (Mem No.-38377) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as 'Annexure - E' andforms an integral part of this report.

There are no qualifications reservations or adverse remark or disclaimer made by theauditor in their Report.

23. MANAGERIAL REMUNERATION

The Companies Act 2013 states that a formal annual performance evaluation needs to bemade by the Board of its own performance the directors individually as well as theevaluation of its Committees. As per Schedule IV of the Companies Act 2013 theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The evaluation of all directors and theBoard as a whole was conducted based on the criteria and framework adopted by the Board

24. .PARTICULARS OF EMPLOYEES

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.1.02 Crores per year to be disclosed in the Report of Boardof Directors are not applicable to the Company since none of the employee was in receiptof remuneration in excess of Rs. 1.02 Crores during the financial year 2018-19.

25. DISCLOSURE ON WOMEN ATWORKPLACE

The Company has formulated and implemented a policy on prevention of sexual harassmentat workplace with a mechanism of lodging complaints. During the year under review no casewas reported in this regard.

26. CORPORATE SOCIAL RESPONSIBILITY(CSR)

CSR related provisions of the Companies act 2013 do not apply to the Company as theCompany does meet profit turnover or net worth criteria prescribed in this regard.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established the Vigil Mechanism Policy/ Whistle Blower Policy for theDirectors and employees for reporting the genuine concerns and grievances significantdeviations from the key managerial policies and reports any non-compliance and wrongpractices e.g. unethical behavior fraud violation of law inappropriate behavior/conduct etc.

The functioning of the vigil mechanism is reviewed by the Audit Committee from time totime. None of the directors or employees has been denied access to the Audit Committee ofthe Board.

28. ACKNOWLEDGEMENTS

The Directors wish to thank and deeply acknowledge the co-operation assistance andsupport extended by various Government Authorities Company's Bankers Dealers VendorsCustomers

Suppliers Shareholders Stock Exchange and others who have supported the companyduring its difficult time and hope to receive their continued support.

The Directors also wish to place on record their appreciation for the all-roundco-operation and contribution made by employees at all levels.

For and on behalf of the Board of Directors of
SSPN Finance Limited
Sd/-
Santosh Doulat Paste
Place: Mumbai Director
Date: September 05 2019 DIN: 02714655

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