SPA Capital Services Ltd Directors Report.

To the Members,

Your Directors have pleasure in presenting herewith their 36th Annual Report of SPA Capital Services Limited (the "Company") on the business and operations of the company together with the Audited Financial Statements of the Company for the year ended on 31st March, 2020.

FINANCIAL HIGHLIGHTS

Key highlights of financial performance for SPA Capital Services Limited for the financial year 2019-20 are tabulated below:

[Rs. in lakhs)

Standalone Consolidated
Particulars March 31, 2020 March 31, 2019 March 31, 2020
Sales - 5036,39 -
Brokerage Income 3207,67 3989.90 3207,67
Income from Advisory Services / - 554.27 -
Management Fees
Interest and Dividend Income 59,52 269.95 59,52
Profit from Trading in Derivatives - - -
Other Income 3,47 3,74 3.47
Total income 3270.66 9854.25 3270.66
Total Expenditure 3200,91 9737,81 3200,91
Profit before Exceptional and 69.75 116.44 69.75
Extraordinary Items and Tax
Less: Exceptional Items [0,81) [6,92) [0.81)
Less: Prior Period Items - - -
Profit before Tax 68.94 109.52 68.94
Less: Total Tax expenses 53,16 52.19 53,16
Profit/CLoss) for the period 15.78 57.33 15.78
Profit/Loss Share in Associate - - (0.41 )
Profit for the year - - 15.37
Other Comprehensive Income net of tax (93.87) - (93.87)
Total Comprehensive Income for the
Year (78.09) 57.33 (78.50)
Earnings per Share (Equity Shares of face value Rs,10/- each)
- Basic (2.54) 1.86 (2.55)
- Diluted (2.54) 1.86 (2.55)

ECONOMIC OVERVIEW

Indias mutual fund (MF] industry is currently experiencing a state of flux; while ample opportunities are knocking at the door, its equally concerned with the numerous challenges,

However, as Albert Einstein states, in the middle of difficulty lies opportunity, the dictum is equally applicable to Indias mutual fund industry.

The Indian capital markets have witnessed a marked shift in the last few years, largely owing to the mutual fund industry which has been instrumental in channelizing retail savings into the capital markets in a big way.

The steady shift in savings pattern in favour of equities through SIP (systematic investment plan) in mutual funds has resulted not only in a significant rise in the Indian equity ownership, but also contributing as a strong counterbalance to foreign institutional investors.

With only 2 qore investors investing in mutual funds, the industry body pointed out the significant untapped potential for growth in the Indian mutual fund space.

FY 1920 was an eventful year for the global economy. During the first nine months, trade tensions between US and China, subsequent Phase-I agreement, geopolitical tensions between US & Iran, growth slowdown in China, uncertainty around BREXIT, among others were the key developments. Events took an unfortunate turn with the outbreak of Covid-19 in the last quarter of FY 19-20. Till February 2020, cases were largely concentrated in Hubei province of China but by March 2020, all major countries were impacted and it was declared a Global Pandemic by the World Health Organisation (WHO). To contain the outbreak, many economies implemented partial or full shutdown which, in turn, significantly disrupted the economic activity and resulted in large job losses. Most asset classes including equities and commodities fell sharply, and there was a substantial increase in volatility in the financial markets. Oil prices, in particular, fell to unprecedented levels (brent crude price fell below US$ 20/ barrel) due to severe demand destruction because of lockdown and breakdown of alliance between OPEC and Russia following disagreement regarding cut in oil production.

In view of the above developments, International Monetary Fund (IMF) revised down its Global GDP growth forecast for Calendar Year (CY) 2020 to -3% from +3.3%. However, it expects the growth rate to bounce back to 5.8% in CY 2021 owing to a low base and normalization of economic activity.

With a view to cushion the economic impact, most global central banks reduced the policy rates significantly. US Fed reduced the target fed fund rate by 150 bps (in addition to 75 bps rate cut in 9MFY20) and brought it down to near zero in March 2020. US Fed and ECB also restarted their Quantitative Easing (QE) programme to support liquidity. US Fed also took steps like providing US$ swap lines to major central banks, launching facilities to purchase corporate bonds & commercial papers, among others to ease liquidity. This was supplemented by fiscal stimulus measures by many countries, notable being US and Japan who announced fiscal stimulus to the tune of -10% and -20% of their GDP respectively. Major fiscal measures included cash transfers, interest free loans, supporting exports, reduction in taxes and so on.

Future outlook

The AUM of the mutual fund industry in India has grown at a CAGR of 15.5% over the past five years, with the equity AUM growing at a CAGR of 17.3%. Rising awareness about benefits of investing in equity markets, growing popularity of ways of investing, such as SIP, are some of the factors contributing to the increased participation of domestic individual investors in the Indian mutual fund industry. The MAAUM of individual investors in the industry has reached INR 12.9 Lakh Crore in March 2020 and has recorded a growth of 18.2% since March 2015. The number of individual folios have increased from 4.14 Crore to 8.93 Crore in this period. Net inflows into the industry over the past five fiscal years were INR 9.46 Lakh Crore, of which INR 6.47 Lakh Crore have been in equity-oriented schemes. On the other hand, fixed income products including liquid funds have seen increased popularity amongst corporate, as well as retail and high net-worth investors.

The monthly SIP flows grew 2.8 times from April 2016, to INR 8,641 Crore in March 2020. The number of SIP transactions processed in March 2020 was 3.12 Crore as compared to 1.01 Crore in April 2016. SIPs offer the benefit of regular investing coupled with benefits of rupee cost averaging and are typically sticky long term inflows and lend visihility and predictability of AUM growth.

In this period, Indian equity markets achieved a healthy balance between the domestic institutional investors (largely Mutual Funds) and Foreign Portfolio Investors (FPIs), thereby significantly reducing the skew towards reliance on FPI inflows, lending more stability to the Indian markets.

We believe we are well-poised to capitalise on the healthy prospects of the industry and further solidify our position in the market. Our strong brand equity, disciplined investment philosophy and robust process, customer-centric approach and expansive reach should facilitate our future growth.

BUSINESS AND OPERATIONAL HIGHLIGHTS

Our revenues primarily consist of revenue from sale of securities, brokerage income from distribution of Mutual Fund and other financial products, income from interest and dividend and is registered as AMFI Registered Mutual Fund Advisory (ARMFA) with Association of Mutual Fund (AMFI).

The Company is also registered with Reserve Bank of India as Non deposit accepting Non Banking Financial Company (NBFC) and has obtained registration as Point of Presence - Sub entity (POP-SE) from Pension Fund Regulatory and Development Authority (PFRDA) for providing various facilities to the Subscribers under the National Pension Scheme (NPS) and rendering other services as specified under the Pension Fund Regulatory and Development Authority Act, 2013.

During the year, the brokerage Income has decreased from Rs. 398,990,195/- in the Financial Year 2018-19 to Rs. 320,767,264/- in the financial year 2019-20.

It is submitted further that the profit before tax decreased from Rs. 1,09,51,783/- in the Financial Year 2018-19 to Rs. 68,94,267 in the financial year 2019-20.

LISTING OF SHARES OF THE COMPANY

With effect from February 07, 2019, the Equity Shares of the Company are being listed on the BSE Limited (BSE). The Company has entered Into Listing Agreement with DSE Ltd. in terms of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 within the prescribed time limit.

The Company has timely paid the Annual Listing Fees for the financial year 2020-2021.

DIVIDEND

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

TRANSFER TO GENERAL RESERVE

During the year under review the company has not transferred any amount to the General Reserves.

The Reserves and Surplus of your company stood at Rupees 11,81,52,497/- as at March 31, 2020.

SHARE CAPITAL

The Authorized Share Capital of the Company as at March 31, 2020 is Rs. 50,000,000 divided into 5,000,000 equity shares of Rs.10/- each. The paid up share capital of the company as at March 31, 2020 is Rs. 30,742,250 divided into 3,074,225 equity shares of Rs.10/- each.

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

HOLDING / SUBSIDIARY / ASSOCIATE COMPANIES

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

Your company has acquired equity share equivalent to 40.2% of the issued and paid -up share capital of the SPA Investment Adviser Private Limited (Previously known as IFAN Finserv Private Limited) ("Associate Company") on March 29, 2020, from the Promoter and other existing shareholders of the Associate Company. Pursuant to this acquisition SPA Investment Adviser Private Limited (Previously known as IFAN Finserv Private Limited) becomes the Associate Company of your company.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit~) 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 part of the extract of the Annual Return as stipulated under Section 92(3) of the Companies Act, 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.wacapital.com/CapitalServices/SPACapitalServicesMGT.pdf and the Annual

Return for the Financial year 2018-19 in the MGT -7 is available on the website of the Company at http: If www.spacapital.com/CapitaIServicesIMGT -7%20-%202018-19.pdf

STATUTORY AUDITORS

The shareholders of the Company had after considering recommendation of the Audit Committee and Board of Directors re-appointed MIs SNMG & Co., Chartered Accountants (Regn. No. 004921N) as the Statutory Auditors of the Company, to hold office from the conclusion of the 35th Annual General Meeting upto the conclusion of 40th Annual General Meeting.

AUDITORS REPORT

The report of the Auditors on the final accounts of the Company is being attached with the Balance Sheet. The notes to the said report are self explanatory and therefore do not require any further clarifications.

During the year under review, the Statutory Auditors have not reported any incident of fraud under Section 143(12) of the Companies Act, 2013 to the Audit Committee, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

Qualifications, reservation or adverse remark as made by the Statutory Auditors in their audit report (both on standalone and consolidated basis) for the Financial Year 2019-20 and the managements reply is as follows:

Observation Reply
1. The company has taken various loans, which were outstanding as on 31st March, 2020. The management has not provided the interest on some of the loans, which constitute a departure from the Accrual basis of accounting. The companys records indicate that an amount of Rs.79,53,482/- has not been provided as interest expenses on these loans, which would have been decrease the profit by Rs. 79,53,482/- and also increase the loan liability by same amount. Interest of Rs. 79,53,482/- has not been provided in the books as the there is some dispute going on with the concerned parties and management is ,in view that no provision of interest is required in the books of accounts.

SECRETARIAL AUDITORS

The Company has appointed M/s RMG and Associates, Company Secretaries to conduct the Secretarial Audit for the financial year ended March 31, 2020, pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder.

The Secretarial Audit Report furnished by M/s RMG and Associates is annexed to this report as

"Annexure" A".

The Managements Reply to the observations reported in the Secretarial Audit Report is as follows:

Observation Reply
1. Mr. Kamal Kishore Somani, Director of the Company, has resigned from the office of Director vide his resignation letter dated July 29, 2019 which was received by the Company on August 30, 2019. The resignation was accepted and taken note in the Board Meeting held on September 02, 2019 as a special agenda item, which seems to be in contradiction to the provision of Section 168(2) of the Companies Act, 2013. The Resignation of Mr. Kamal Kishore Somani was made effective from September 02, 2019 as a part of settlement arrived at between the Sandeep Parwal group and Kamal Kishore Somani group.
2. The Company has not filed e-form, MSME Form - I, in terms of Notification issued by the Ministry of Corporate Affairs dated Januarv 22, 2019. The Company is in the process of creating a robust mechanism for receipt of bills from the vendors/suppliers and to ensure the timely payment thereof.
3. Resolutions passed by circulation dated September 29, 2018 and October 17, 2018 were taken note in the Board Meeting held on September 14, 2019. The Resolutions passed by circulation dated September 29, 2018 and October 17, 2018 were taken note in the Board Meeting held on September 14, 2019 to ensure compliance of applicable secretarial standards.

CORPORATE GOVERNANCE

As per the provision of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Compliance with Corporate Governance provisions as specified in the Regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entities having paid-up equity share capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the last date of previous financial year.

The Paid up Equity Share Capital and the Net Worth of the Company is Rs. 3,07,42,250/- and Rs. 16,67,57,461/- respectively, which are less than Rs. 10,00,00,000/- and Rs. 25,00,00,000/ respectively as per the Audited Financial Statements of the company for the financial year 2019-2020.

Henceforth, Company being falling under the specified limits of above regulation, requirement of giving Corporate Governance report in Annual Report as per the Para C of the 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 the Corporate Governance and to see that the interest of the Shareholders and the Company are properly served. It has always been the Companys endeavor to excel through better Corporate Governance and fair & transparent practices, many of which have already been in place even before they were mandated by the law of land.

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

CORPORATE SOCIAL RESPONSIBILITY

In terms of provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder, provisions of Corporate Social responsibility is not applicable to the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board Composition and its Meetings

As on March 31, 2020, the Board comprises of 4 Directors (1 Chairman Cum Managing Director, 1 Non- Executive Promoter Director and 2 Independent Directors). The composition of the Board represents a healthy blend and optimal mix of professionalism, knowledge and experience which enables the Board to discharge its responsibilities and provide effective leadership for long term vision and to achieve the highest level of governance. The Board critically evaluates the Companys strategic directions, management policies and their effectiveness. The Board regularly reviews inter alia, annual business plans, performance against plans, business opportunities including invcsllllcnlsftlis investment:;, related party transactions, compliance processes Including material legal issues, strategy, risk management practices and approval of financial results. Frequent and detailed interaction provides the strategic roadmap for the Companys future growth.

Table showily: the Collocation of tile Board as on March 31. 2020

Name of the Director Cate!!orv
1 Mr. Sandeen Parwal Chairman Cum Managing Director [Promoter)
2 Mrs. Honev Parwal Non Executive Director [Promoter)
3 Su!!eeta Unadhvav Indenendent Director
4 Mr. Ramesh Menon Indenendent Director

The Board met 5 (Five) times during the year 2019-2020 on May 28, 2019, September 02, 2019, September 14, 2019, December 13, 2019 and February 14, 2020. The intervening gap between the Meetings was within the 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 year 2019-20 are as follows:

Name of Director Category Attendance in FY 2019-20
1 Mr. Sandeep Parwal Chairman Cum Managing Director (Promoter) 5/5
2 Mr. Kamal Kishore Somani Non Executive Director (Promoter) 0/2
3 Mr. Mahaveer Prasad Mundhra Whole time Director 3/3
4 Mr. Vikas Dhingra Independent Director 0/3
5 Mr. Kamal Binani RIGHT>Independent Director 0/2
6 Mrs. Honey Parwal Non Executive Director (Promoter) 5/5
7 Mr. Amit Kumar Jakhotia Independent Director 5/5
8 Mr. Ramesh Menon Independent Director 5/5

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

Change in Composition of the Board

During the Year \lnder review following changes were made in the composition of the Board of Directors:

1. Mr. Amit Kumar Jakhotia (DIN: 07947687) has resigned, from the position of the Independent Director of the Company, with effect from the close of business hours of March 19,2020;

2. Mr. Mahaveer Prasad Mundhra (DIN: 00642941) has resigned, from the position of the whole-time director of the Company, with effect from the close of business hours of September 30, 2019;

3. Mr. Vikas Dhingra (DIN: 00342380) ceased to be the Independent Director of the Company with effect from the close of business hours on September 30, 2019, due to expiry of his term;

4. Mr. Kamal Binani (DIN: 00340348) has resigned, from the position of the Independent Director of the Company, with effect from the close of business hours of September 03, 2019;

5. Mr. Kamal Kishore Somani (DIN: 00254658) has resigned from the position of the Director of the Company with effect from the close of business hours of September 02, 2019;

After the closure of the Financial Year following changes were made In the composition of the Board of Directors:

1. Ms. Sugeeta Upadhyay has been appointed as an additional director categorized as independent director with immediate effect from July 27, 2020.

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

Change in Key Managerial Personnel of the Company

During the year under review, Mr. Mahaveer Prasad Mundhra (DIN: 00642941) has resigned, from the position of the whole-time director of the Company, with effect from the close of business hours of September 30, 2019.

Independent Directors

The Independent Directors of the Company are individuals of eminence & repute in their respective fields and they actively contribute to the strategic direction, operational excellence & corporate governance of the Company. In accordance with the criteria set for selection of Independent Directors and for determining their independence, the Nomination and Remuneration (NR) Committee of the Board, inter alia, considers the qualifications, positive attributes, area(s) of expertise and Directorships/ Committee memberships held by these individuals in other companies. The Board considers the NR Committees recommendation and takes appropriate decisions for appointment of the Independent Directors.

Accordingly as on March 31, 2020, the Company has Mr. Ramesh Menon and Ms.Sugeeta Upadhyay as Independent Directors of the Company.

In compliance with the provisions of Section 149 read with Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on February 14,2020.

Declaration of independence

The Company has received declarations from Mr. Ramesh Menon and Ms. Sugeeta Upadhyay, Independent directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedule IV and the Rules made thereunder and that they have complied with the provisions of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 for inclusion of their name in the database of Independent Directors.

Performance Evaluation of Independent Directors by the Board

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

COMMITTEES OF THE BOARD OF DIRECTORS

The Board Committees playa vital role in strengthening the Corporate Governance practices and focus effectively on the issues and ensure expedient resolution of the diverse matters. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

The Board of Directors has, from time to time, constituted the following Committees, namely:

1) Audit Committee

2) Stakeholder Relationship Committee

3) Nomination and Remuneration Committee

Audit Committee Composition and its Meetings

As on March 31, 2020 the Audit Committee comprises of 2 Directors i.e. Mr. Ramesh Menon as Chairman who is an Independent Director and Mr. Sandeep Parwal, Chairman Cum Managing Director, which was duly reconstituted on July 27, 2020. Accordingly, now the Audit Committee comprises of 3 Directors i.e. Mr. Ramesh Menon as Chairman who is an Independent Director, Mr. Sandeep Parwal, Chairman Cum Managing Director and Ms. Sugeeta Upadhyay, Independent Director.

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

During the period under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

The Audit Committee met 5 (FIVE) times during the year 2019-2020 on May 28, 2019, September 02,2019, September 14, 2019, December 13, 2019 and February 14, 2020. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and rules made there under.

Stakeholder Relationship Committee Composition and its Meetings

As nn March 31, 2020, thp. Stakeholder Relationship Committee comprises of 2 Directors Le. Mr. Ramesh Menon as Chairman who is an Independent Director and Mr. San deep Parwal, Chairman Cum Managing Director, which was duly reconstituted on July 27, 2020. Accordingly, now the Stakeholder Relationship Committee comprises of 3 Directors i.e. Mr. Ramesh Menon as Chairman who is an Independent Director, Mr. Sandeep Parwa\, Chairman Cum Managing Director and Ms. Sugeeta Upadhyay, Independent Director.

The role, terms of reference and powers of the Stakeholder Relationship Committee are in conformity with the requirements of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

Nomination and Remuneration Committee Composition and its Meeting

The composition and terms of reference of the Nomination and Remuneration Committee satisfy the provisions of Section 178 of the Companies Act, 2013. At present, the Nomination 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, and Ms. Sugeeta Upadhyay, Independent Director.

Nomination Remuneration Committee Three (3) limes during Lhe financial year 2019-20 on May 28,2019, September 02, 2019 and December 13, 2019.

The role, terms of reference and powers of the Nomination and Remuneration Committee are in conformity with the requirements of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015.

REMUNERATION POLICY

The NR Committee has formulated the criteria for determining the qualifications, attributes & independence of a Director & recommended to the Board, a policy relating to remuneration for the Directors, KMP & Senior Management Personnel.

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

Further, compensation package of the Directors, Key Managerial Personnel, Senior Management and other employees is designed based on the set of principles enumerated in the said policy. An extract of the policy covering these requirements is placed at website of the Company at http://www.spacapital.com/CapitaIServices/RemunerationPolicy.pdf.

VIGIL MECHANISM

In Compliance with the provisions of Section 177(9) of the Companies Act, 2013 read with the rules made there under, the Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism for Directors & employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct. The Policy also provides for adequate safeguard against victimization of Whistle Blower who avaHs of such mechanism and also provides for the access to the Chairman of the Audit Committee.

Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Companys Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employees reasonable belief that such conduct or practice have occurred or are occurring. reports that information or participates in the said investigation. No individual in the Company has been denied access to the Audit Committee.

Mechanism followed under this policy is appropriately communicated within the Company across 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 process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control, self assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors and statutory auditors during the course of their audits. The Company believes that these systems provide reasonable assurance that Companys internal financial controls are designed effectively and are operating as intended.

Your company has in place adequate financial controls with reference to financial statements. During the year such controls were reviewed and it did not observe any reportable 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. The Company has put in place robust internal control systems and procedures in line with the scale of operations and business to ensure timely and accurate recording of financial transactions and adherence to applicable accounting standards; optimum utilization and safety of assets; compliance with applicable laws & regulations; and an effective management information system & reviews of other systems. The Company also has in place well-defined organizational structures to facilitate clearly established roles and responsibilities for effective discharge of duties in a smooth manner.

PERFORMANCE EVALUATION

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-executive Directors and Executive Directors.

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

The Independent Directors carried out annual performance evaluation of the non-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 the Companies Act, 2013 are given under the respective heads of Financial Statements. The Company has not given any Corporate Guarantee (s) in respect of any loans as at March 31, 2020.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Even though operations of the Company are not energy intensive, the management has been highly conscious of the importance of conservation of energy and technology absorption at all operational levels and efforts are made in this direction on a continuous basis. In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under section 134(3)(m) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption 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 2019-20 were on "Arms length" basis and were in the ordinary course of business intended to further the Companys interest.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is put up on the Companys website and can be accessed at http://www.soacapital.com/CapitaIServices/policv%20on%20Related%2Oparty%20transa ctions.pdf

During the period under review, the Company had not entered into any material transaction with any of its related party. None of the transactions with any of related parties were in conflict with the Companys interest.

Members may refer Notes the Financial Statement which sets out Related Party Disclosures pursuant to IND AS.

RISK MANAGEMENT POLICY

Risk Management is the continuous process of systematically identifying. quantifying. prioritizing and responding to all risks and opportunities that can affect the achievement of the Companys strategic and annual objectives. Accordingly the risk Management Policy of the company elaborates the various methods in identification, assessment, monitoring and mitigation of various risks that the company may face in its business. The companys objective is to achieve a balance between acceptable levels of risk and reward in effectively 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 position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Hoard of India (Listing Obligations and DIsclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate 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 is not required to maintain cost Records. Accordingly such accounts and records are not made and not maintained.

DIRECTORS RESPONSIBILITY STATEMENT

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

1. In the preparation of the annual accounts for financial year ended 31st March. 2020. the applicable accounting standards have been followed and there is no material departures from the same;

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

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets 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 31st March. 2020 on a going concern basis.

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

6. The directors had devised proper systems to ensure compliance with the provisions of all 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 favorable work environment that encourages innovation and meritocracy. It is important for us that organization culture and organization strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best class rewards and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees.

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. a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1). 5(2) and 5(3) of the Companies (Appointment and Remuneration 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 the requirements of the Sexual Harassment of Women at the Workplace (Prevention. Prohibition and Redressal) Act. 2013.

An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2019-2020, no complaints were received by the Company related to sexual harassment

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

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

Mr. Kamal Kishore Somani, one of Promoter Director of the Company has filed an application u/s 241, 242 and 244 of the Companies Act, 2013. before the National Company Law Tribunal, New Delhi, Principal Bench for seeking an order to restrain the Company from convening 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 the requisition of Dhrubtara Trading Private Limited.

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

Further, in terms of settlement arrived between the parties, petitioner has applied for withdrawal of petition, pursuant to which the Honble NCLT has dismissed the petition vide its order dated September 11, 2019 in the Company Application No. 422/241-242/PB/2018 in the matter of Kamal Kishore Somani & Ors. Vs. SPA Capital Services Limited & Ors.

There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016.

OTHER DISCLOSURES AS PER COMPANIES ACT, 2013 AND THE RULES MADE THEREUNDER ARE PROVIDED HEREUNDER

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

During the period under review, the Company has not issued any Equity Shares with Differential 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 as specified In Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014).

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. 55-1 and 55-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

ACKNOWLEDGMENT

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