The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013, guidelines issued by the Securities and Exchange Board of India (SEBI), prudential norms issued by RBI, Ind AS i.e. Indian accounting standards prescribed by the Institute of Chartered Accountants of India. Our Management accepts responsibility for the integrity and objectivity of these financial statements. The estimates and judgments relating to the financial statements have been made on a prudent and reasonable basis, so that the financial statements reflect in a true and fair manner and reasonably present our state of affairs, profits and cash flows for the year.
INDUSTRY STRUCTURE & DEVELOPMENTS
NBFCs have become important constituents of the financial sector and have been recording higher credit growth than scheduled commercial banks (SCBs) over the past years. NBFCs are continuously leveraging their superior understanding of regional dynamics, well developed collection system and personalized services to expedite financial inclusion in India.
OPPORTUNITIES AND THREATS
The opportunities ahead are immense and company is fully geared to make the most of them. The Company has concentrated on its goal of consolidating and cutting cost wherever possible. Various organization development initiatives were undertaken during the year. These are expected to help create a robust organization based on strong values, uniform and systematic business process and people empowerment.
SEGMENT PERFORMANCE
The growth in FY 2023 was driven by increased exports, investment and consumer demand and was supported by fiscal and monetary policies. Better capacity utilization in the agricultural sector, revival of manufacturing, higher consumer confidence with the increase in vaccination rate and increase in mobility stimulated the economy. Increased capital expenditure in infrastructure and the rise of the real estate industry contributed to the construction sectors resurgence, boosting the economy.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has a good system of internal controls in all sphere of its activity. The internal control system is supplemented by effective Internal Audit. The audit committee regularly reviews the findings of the internal auditors and effective steps to implement the suggestion /observation of the auditors are taken and monitored regularly. In the opinion of the Board, an effective internal control system commensurate to the size of the Company exists.
MATERIAL DEVELOPMENT IN HUMAN RESOURCES
Your Company continues to lay great stress on its most valuable resource - people. Continuous training, both on the job and in an academic setting, is a critical input to ensure that employees at all levels are fully equipped to deliver a wide variety of products and services to the rapidly growing customer base of your Company. It is our endeavour to create an environment where people can use all of their capabilities in support of the business. Therefore, your Company encourages its employees to balance their work and personal responsibilities. The Company is actively working on developing a culture driven by the collective spirit of experience and company wide ownership. Assignment, empowerment and accountability will be the cornerstone of the people lead processes.
DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE
Your company earned the gross income of Rs.157.07 Lakhs as against Rs. 236.14 Lakhs in previous year. The total expenditure during the year under review was Rs 93.54Lakhs as against Rs. 52.43Lakhs in the previous year. The Net Profit after tax was Rs 48.44 Lakhs as against Rs. 142.56 Lakhs in the previous year.
ENVIRONMENT, OCCUPATIONAL HEALTH AND SAFETY
Your Company is committed to conducting its operations with utmost concern towards the environment and ensuring a safe and healthy workplace for all employees. The collective endeavor of the Companys employees at all levels is directed towards sustaining and continuously improving standards of environment management, and occupational health & safety.
CAUTIONARY STATEMENT
Management discussion and analysis report contains statements which are forward looking based on assumptions. Actual results may differ from those expressed or implied due to risk and uncertainties which have been detailed in this report. Several factors as listed in this report could make significant difference to the Companys operations. Investors, therefore, are requested to make their own independent judgments and seek professional advice before taking any investment decisions.
For and on behalf of the Board S P CAPITAL FINANCING LTD
Sd/- Sd/-
Sureshchand Premchand Jain Meena Sureshchand Jain Managing Director Director
DIN: 00004402 DIN: 00004413
Place: Mumbai Date: 10th August, 2023
Additional Information as per section 197 of the Companies Act, 2013, Rule 5(1) of chapter xiii, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name of the Director/ Employees |
Designation | Remuneration
(subject to Income- tax) |
0/
/o increase in Remuneration in the F.Y 2022-23 |
Ratio of
remuneration of each Director/to median remuneration of employees |
Qualifications | Age
(yrs) |
Experience
(years) |
Date of Commencement of employment | Last
employment and Designation |
Mr. S.P.Jain |
Managing
Director |
NIL | NIL | NIL | B. com,
CA |
72
Years |
More than 30 | 25/03/2015 | Managing
Director |
Mrs. Meena S Jain |
Director | NIL | NIL | NIL | B.A | 71
Years |
More than 30 | 25/03/2015 | Director |
Mr. Rajendra Jain |
Director | NIL | NIL | NIL | Non
Graduate |
67
years |
More than 30 | 13/02/2020 | Director |
Mr. Baldev Boolani |
Director | NIL | NIL | NIL | B.A.
(Hon) |
94
Years |
More than 40 | 22/10/1994 | Director |
Mr. Sandeep Gopale |
CFO | 3.92
Lakhs |
NIL | NIL | Non
Graduate |
51
years |
20 Years | 25/03/2015 | Chief
Financial Officer |
*Ms. Simran Kashela |
Company
Secretary |
3.81
Lakhs |
NA | Nil | CS | 27
years |
2
years |
22/03/2022 | Company
Secretary |
**Ms. Sonal Naik |
Company
Secretary |
0.93
Lakhs |
NA | Nil | CS | 35
years |
3
years |
27/01/2023 | Company
Secretary |
*Ms. Simran Kashela resigned with effect from 07th January, 2023. ** Ms. Sonal Naik resigned with effect from 12th July, 2023.
Notes:
1. the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year: NA
2. the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: NA
3. the percentage increase in the median remuneration of employees in the financial year: NA
4. the number of permanent employees on the rolls of company: 9
5. average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration: NA
6. affirmation that the remuneration is as per the remuneration policy of the company:
For and on behalf of the Board S P CAPITAL FINANCING LTD
Sd/- Sd/-
Sureshchand Premchand Jain Meena Sureshchand Jain Managing Director Director
DIN: 00004402 DIN: 00004413
Place: Mumbai Date: 10th August, 2023
Form MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2023 [Pursuant to Section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To,
The Members,
S P CAPITAL FINANCING LTD
1. We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by S P CAPITAL FINANCING LTD. (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
2. We have conducted online verification and examination of records of the papers, minute books, forms, returns filed and other records maintained by the Company for the financial year ended on 31st March, 2023, as facilitated by the Company for the purpose of issuing this report. Based on our examination as aforesaid and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31st March, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
3. We have examined the books, papers, minute books, forms and returns filed and other records maintained by S P CAPItAl FINANCING LTD. ("the Company") for the financial year ended on 31st March, 2023 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;- Not Applicable for the financial year under review.
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange
Board of India Act, 1992 (SEBI Act):-
a. Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;- Not applicable for the period under review as there is no further issue of share capital during the period.
d. The Securities and Exchange Board of India (Share Based Employee Benefits and sweat equity) Regulation, 2021; - Not applicable as the Company has not issued ESOPs.
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2018; - Not applicable as the Company has not listed its Debt Securities.
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; - Not applicable as the Company is not registered as Registrar to an issue and Share Transfer Agent during the financial year under review.
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations,
2009; - Not applicable as the Company has not delisted its equity shares from any Stock Exchange during the financial year under review and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - Not applicable as the Company has not done buyback of securities during the financial year under review.
i. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and
Redeemable Preference Shares) Regulations, 2013: Not applicable as the Company has not issued any such securities during the financial year under review.
j. Securities and Exchange Board of India (Depositories and Participants) Regulations,
2018;
k. SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI
LODR).
(vi) We have also examined the compliances of the provisions of the following other laws applicable specifically to the Company wherein we have also relied on the compliance certificates issued by the head of the respective departments in addition to the checks carried out by us:
l. the Non-Banking Financial Company -Non-Systemically Important Non-Deposit taking (Reserve Bank) Directions, 2016.
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Stock Exchange.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above including few forms filed with additional fees in case of delay except to the extent as mentioned below:
a. Whereas as per Section 196, 197, and Schedule V of the Companies Act, 2013 and Rule 3 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Form MR-1 is to be filed for appointment of Managing Director of the Company. The Company has passed resolution in their Annual General Meeting held on 30th September 2022 for re-appointment of Mr. Sureshchand P Jain, (DIN 00004402) as the Managing Director of the Company, for a period of five years with effect from 1st September, 2022. The Company has not complied with the same as Form MR-1 has not been filed to the Registrar of Companies, Mumbai.
b. Whereas as per para 3.3 of the RBI/2021-22/25 Ref.No. DoS.CO.ARG/SEC.01/08.91.001/2021-22 Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021, ‘while NbFCs do not have to take prior approval of RBI for appointment of SCAs/SAs, all NBFCs need to inform RBI about the appointment of SCAs/SAs for each year by way of a certificate in Form A within one month of such appointment. The Company has not complied with the same as the Management is of opinion that the Asset size of the Company (NBFC) is less than Rs. 1000 crore, so the circular is not applicable to the Company.
4. Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and its authorised representatives during the conduct of Secretarial Audit, we hereby report that in our opinion during the period under review, the Company has complied, in some cases with delay, with the applicable provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. except the qualifications mentioned above.
5. We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were in Compliance with the Provisions of the applicable laws.
6. Adequate notice is given to all directors to schedule the Board Meetings. Agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
7. Majority of the decisions are carried through while the dissenting members views, if any, are captured and recorded as part of the minutes.
8. As per the minutes of the meetings duly recorded and signed by the Chairman, the decision of the Board was unanimous and there were no dissenting views communicated by the Directors.
9. We further report that there are adequate systems and processes in the Company commensurate with the size and the operations of the Company to monitor and ensure compliance with the applicable laws, rules, regulations and guidelines. The Company has a system of maintaining the structured digital database as required under Regulation 3(5) of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
For Sherlyn Rebello & Associates Company Secretaries Sd/-
Sherlyn Rebello Proprietor FCS No. 11165 COP No. 16401 PR: 1043/2020 UDIN: F011165E000333377
Place: Mumbai
Date: 18/05/2023
This report is to be read with our letter, which is annexed as Annexure A and forms an integral part of this report.
‘Annexure A
To,
The Members,
S P CAPITAL FINANCING LTD.
Our report is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. The minutes, documents, records and other information checked for the purpose of audit were received from the Company in soft copy and through electronic mail and in some cases we have relied on the management where data was not available.
5. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.
7. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
For Sherlyn Rebello& Associates Company Secretaries
Sd/-
Sherlyn Rebello Proprietor FCS No. 11165 COP No. 16401 PR: 1043/2020 UDIN: F011165E000333377
Place: Mumbai
Dated: 18/05/2023
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www.indiainfoline.com is part of the IIFL Group, a leading financial services player and a diversified NBFC. The site provides comprehensive and real time information on Indian corporates, sectors, financial markets and economy. On the site we feature industry and political leaders, entrepreneurs, and trend setters. The research, personal finance and market tutorial sections are widely followed by students, academia, corporates and investors among others.
Copyright © IIFL Securities Ltd. All rights Reserved.
Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248
This certificate demonstrates that IIFL as an organization has defined and put in place best-practice information security processes.