DIRECTORS' REPORT Your Directors have pleasure in presenting their 3rd Annual Report and the Audited Financial Statement for the financial year ended March 31, 2015 STATE OF COMPANY'S AFFAIRS The Company has earned Net Revenue of Rs. 45,84,078/- from financial advisory and consulting and Interest earned on Loans as compared to net revenue of Rs. 22,13,811/- from operations in the last financial year. The profit after tax was at Rs. 80,242.00/- during the current financial year. BUSINESS OPERATIONS The Company has carried out during the year under review various financial and investment activity as its main source of income and has earned returns in the form of interest and professional fees for rendering financial and other advisory services. DIVIDEND In order to conserve resources for operational purposes, your Directors have not recommended any dividend on the equity shares for the year under review. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES The Company does not have any Holding/ Subsidiary/ Associate Company during the period under review. EXTRACT OF THE ANNUAL RETURN An extract of the Annual Return for the year ended March 31, 2015 as provided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as "ANNEXURE-I" and forms part of this report. • The Corporate Risk Management policy facilitates the identification and prioritization of strategic and operational risks, development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks • A combination of risk policy and unit wise evolved procedures brings robustness to the process of ensuring that business risks are effectively addressed. • Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles. • A strong and independent Internal Audit function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk management processes may need to be strengthened. The Board of Directors reviews Internal Audit findings, and provides strategic guidance on internal controls. The Board of Directors closely monitors the internal control environment within the Company including implementation of the action plans emerging out of internal audit findings. • At the Business level, Internal Audit Department personnel continuously verify compliance with laid down policies and procedures, and help plug control gaps by assisting operating management in the formulation of control procedures for new areas of operation. • The periodical planning exercise requires all units to clearly identify their top risks and set out a mitigation plan with agreed timelines and accountability. Top Management and Unit heads confirm periodically that all relevant risks have been identified, assessed, evaluated and that appropriate mitigation systems have been implemented. The combination of policies and processes as outlined above is expected to adequately address the various risks associated with your Company's businesses. Annual evaluation by the Board The evaluation framework for assessing the performance of Directors comprises of the following key areas: i. Attendance of Board Meetings and Board Committee Meetings ii. Quality of contribution to Board deliberations iii. Strategic perspectives or inputs regarding future growth of Company and its performance iv. Providing perspectives and feedback going beyond information provided by the management v. Commitment to shareholder and other stakeholder interests The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation. BOARD COMMITTEES The Company has the following Committees of the Board: 1. Audit Committee 2. Stakeholders Relationship Committee 3. Nomination & Remuneration Committee The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance. BOARD INDEPENDENCE: Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act,2013:- Mrs. Bhavna Pravin Purav (w.e.f. March 30, 2015) Mr. Sunil Rikabchand Jain (w.e.f. October 23, 2014) Mr. Jairaj Vinod Bafna (w.e.f. October 23, 2014) CORPORATE SOCIAL RESPONSIBILITY (CSR) Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. The Companies Act, 2013, pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. However, our Company does not fall under the requisite criteria and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable. VIGIL MECHANISM / WHISTLE BLOWER POLICY The Board of Directors of SSPN Finance Limited is committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal. The Company's Whistleblower Policy encourages Directors and employees to bring to the Company's attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the conduct that could adversely impact the Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company's Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Board of Directors and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company's website www.sspn.co.i <http://www.sspn.co INTERNAL FINANCIAL CONTROL The Company believes that internal control is a necessary concomitant of the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. The Company's independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements. The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations. The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis. CHANGE OF MANAGEMENT / OPEN OFFER: During the previous year under review, there has been no change in the management of the Company. SHIFTING OF REGISTERED OFFICE: The registered office of the Company has not changed during the year under review. NO. OF MEETINGS OF THE BOARD: The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting. The Board met 11 (Eleven) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 52 of the Listing Agreement. BOARD EVALUATION Clause 52 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re-appointment. RETIREMENTS AND RESIGNATIONS During the year under review, none of the Directors of the Company have resigned from the Board of the Company. Mr. Chandu Jain, Director of the Company is proposed to retire by rotation AUDITORS AND INDEPENDENT AUDITORS' REPORT The present Statutory Auditor of the Company had vide their letter dated August 28, 2015 have expressed their unwillingness to continue as the Statutory Auditor of the Company due to their pre-occupation in other assignments, the Board of Directors have recommended the appointment of CA Kamlesh Mehta, Chartered Accountant, (Membership No. 36323) & Partner of Shah Gandhi & Co (FRN. 109569W) as the Statutory Auditor of the Company for the financial year 2015-16, also the Company have received the eligibility letter under section 139 of the Company Act 2013, stating that if their appointment is confirmed, it will be in conformity under the provisions of the Act. The Company has received special notice from a member of the Company for proposing appointment of CA Kamlesh Mehta, Chartered Accountant as Statutory Auditor of the Company as per the provisions of section 115 of the Act. SECRETARIAL AUDIT REPORT Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Amit R. Dadheech & Associates, Company Secretaries were appointed as Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as "ANNEXURE III" and forms part of this report. COST AUDITORS Cost Audit is not applicable to the Company during the financial year under review. DEPOSITS The Company has not accepted any deposits within the meaning of Chapter V of The Companies Act, 2013 during the year under review. No deposit remained unpaid or unclaimed as at the end of the year and accordingly there has been no default in repayment of deposits or payment of interest thereon during the year. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH &DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO (a) Energy conservation measures taken : Nil (b) Additional investments and proposals if any, being implemented for reduction of consumption of energy : Nil (c)Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on : Nil the cost of production of goods (d) Total energy consumption and energy consumption per unit of production : Nil FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY A. Power and fuel consumption : Nil B. Consumption per unit of production : Nil TECHNOLOGY ABSORPTION FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC., I Research and Development : Nil II Technology Absorption, Adaptation and Innovation : Nil FOREIGN EXCHANGE EARNINGS AND OUTGO I. Earnings in Foreign Exchange during the year : Nil II. Foreign Exchange outgo during the year : Nil ANTI SEXUAL HARASSMENT POLICY The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy. The following is the summary of sexual harassment complaints received and disposed off during the current financial year. Number of Complaints received: Nil Number of Complaints disposed off: Nil PARTICULARS OF EMPLOYEES Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company. The members desirous of obtaining the same may write to the Company Secretary at the registered office of the Company. ACKNOWLEDGEMENTS Your Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, suppliers, customers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders. By Order and on behalf of the board Sd/- Mr. Chandu K Jain Chairman & Managing Director Dated: September 03, 2015 Place: Mumbai Registered Office: SSPN Finance Limited 106, Siddhesh Apartment, 2nd Khattar Gali, Thakurdwar Road, Charni Road (East), Mumbai-400004 |