| Dear Members,
The Directors are pleased to present the 32nd Annual Report and the
company's audited financial statement for the financial year ended
March 31,2015.
FINANCIAL RESULTS:
The standalone financial results of your Company for the financial year
ended March 31, 2015 are summarized below:
(Amount in Rs.)
Particulars Year ended March 31,2014
March 31, Year ended
2015
Net Sales / Gross Income 3,28,02,970 2,62,03,897
Profit before extraordinary 14,22,591 20,38,656
items and tax
Extraordinary items - -
Profit before tax 11,65,661 20,38,656
Provision for Taxation (including 3,41,862 8,26,907
deferred Tax)
Net Profit After Tax 8,23,799 12,11,749
Profit brought forward from 5,07,092 22,02,138
Previous Year
Appropriation - Transferred 2,00,000 5,00,000
to Reserve Fund
Transferred to General Reserve 1,00,000 10,00,000
Proposed Dividend 6,01,220 12,02,440
Tax on Proposed Dividend 1,23,098 2,04,355
Surplus carried to Balance Sheet 3,06,573 5,07,092
Earnings per equity share (EPS) Rs. 0.14 0.20
DIVIDEND:
Your directors have recommended a dividend of 0.10 paise per equity
share (last year 0.20 paise per equity share) for the financial year
ended March 31, 2015, amounting to Rs.0.07 crore (inclusive of tax of
Rs.0.01crore). The dividend payout is subject to approval of members at
the ensuing Annual General Meeting. The dividend will be paid to
members whose names appear in the Register of Members as on 30th
September, 2015, in respect of shares held in dematerialized form, it
will be paid to members whose names are furnished by National
Securities Depositories Ltd. and Central Depositories Services (India)
Ltd. as beneficial owners as on that date.
OPERATIONS:
The operating revenue including other income of the Company for the
year under review is Rs. 3,28,02,970/- as against Rs. 2,62,03,897/- in
the previous year which in the opinion of the Directors is
satisfactory. Your Directors are hopeful to improve the growth rate in
turnover and profitability in current year. Net profit after tax stood
at Rs.8,23,799/- as against Rs. 12,11,749/- in the previous year.
The business has performed well, with productivity gains, growth in
volumes and substained margins, notwithstanding rise in input cost.
Financing activities continues to be successful despite several
economic constraints.
During the year Company has made profit before extraordinary items tax
of Rs. 11,65,661/- against Rs. 20,38,656/- in the previous year and in
line with recessionary trend in the overall performance of financial
industry globally. The results of the Company for the year under review
bear a witness to the effort of the Board to sustain in an environment
of low performance of financial industry globally. The company has
concentrated on its goals of consolidating and cutting costs wherever
possible.The Management Discussion and Analysis Report deals with the
operations of your Company in detail and forms part of this Annual
Report.
SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2015 was Rs.601.22
Lacs @ Rs.10 per share. The Company has not issued shares with
differential voting rights nor granted stock options or sweat equity.
DEPOSITS:
During the year under review the Company has not accepted any deposits
falling within the meaning of Section 73 of the Companies Act, 2013 and
the Companies (Acceptance or Deposits) Rules,2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the current financial year, the Company has not given any Loan,
Guarantees or Investments covered under the provisions of Section 186
of the Companies Act, 2013.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The company has an internal control System, commensurate with the size,
scale and complexity of its operations. The internal Audit functions
report to the Chairman of the Audit Committee and to Chairman and
Managing Director of the Company.
The Internal Audit monitors and evaluates the efficiency and adequacy
of internal control systems in the company. It's compliances with
operating systems, accounting procedure and policies at all locations
of the Company.
AMOUNTS PROPOSED TO BE CARRIED TO RESERVES:
Particulars of the amounts proposed to be carried to reserves have been
covered as part of the financial performance of the Company.
MAJOR IMPLICATIONS UNDER COMPANIES ACT, 2013:
As required under section 134 (2) (e) and section 178 (4) of the
Companies Act 2013, your Company has constituted following committees
and their policies, namely:
* Nomination and Remuneration Committee & Policy
* Reconstitute Stakeholder Relationship Committee
* Insider Trading Policy
PARTICULARS ON CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
This information is required as per Section 217(1)(e) of the Companies
Act, 1956, read with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 and forming part of the
Directors' Report for the year ended March 31, 2015.Since the Company's
operations involve low consumption of energy, the Company has no
comments to offer as far as (a) conservation of energy and (b)
Technology absorptions are concerned.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Foreign exchange earned during the period under consideration was Rs.
NIL Foreign exchange expenditure incurred during year amounted to
Rs.NIL
DIRECTORS:
The Board of Directors is duly constituted. As per provisions of
Companies Act, 2013 for retirement by rotation, all executive directors
are now liable to retire by rotation.
STATEMENT ON DECLARATION BY THE INDEPENDENT DIRECTORS:
Mr. Bhupendra T Shah (DIN: 02479629) and Mr. Baldev B Boolani (DIN:
00856660) were being appointed as an Independent Directors of the
Company and all independent Directors have given declarations that they
meet the criteria of independence as laid down under section 149(6) of
the Companies Act, 2013 and clause 49 of the Listing Agreement. An
Independent director shall hold office for a term upto five consecutive
years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board' report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134 (3) (c ) of the Companies
Act, 2013, with respect to the Directors' responsibility statement, it
is hereby confirmed that:
I. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with the proper
explanation relating to material departures;
II. The directors have adopted such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
III. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
IV The directors have prepared the annual accounts on a going concern
basis; and
V The directors, have laid down internal financial controls to be
followed by the company and that such internal financials
controls are adequate and were operating effectively.
VI. The directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL:
During the year Mrs. Meena S Jain (DIN: 00004413) has been appointed as
director with effect from 25th March 2015 and Mr. Sureshchand P Jain
is liable to retire by rotation at the ensuing Annual General Meeting
and being eligible offer herself for reappointment. Mr. Dhannalal
Premchand Jain (DIN: 00076679) resigned from the Directorship with
effect from 25th March 2015.
MEETING OF BOARD OF DIRECTORS:
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year 5(Five) Board meetings and 4(Four) Audit
Committee Meeting were convened and held. The intervening gap between
the meetings was within the period prescribed under the Companies
Act, 2013.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual evalution of
its own performance, the directors individually, as well as the
evaluation of the working of its Committees. At the meeting of the
Board all the relevant factors that are material for evaluating the
performance of individual Directors, the Board and its various
committees were discussed in detail. A structured questionnaire each
for evaluation of the Board, its various Committees and individual
Directors was prepared and recommended to the Board & Remuneration
Committee for doing the required evaluation after taking into
consideration the input received from the Directors covering various
aspects of the Board's functioning such as adequacy of the composition
of the Board and its Committees, execution and performance of specific
duties, obligations and governmance etc.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgement, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and non-independent Directors
was also carried out by the independent Directors at their separate
meeting. The Directors expressed their satisfaction with the evaluation
process.
COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company has associate company but does not have any Subsidiary,
Joint Venture.
RELATED PARTY TRANSACTIONS:
Related party transactions that were entered during the financial year
were on an arm's length basis and were in the ordinary course of
business. There were no materially significant related party
transactions with the Company's Promoters, Directors, Management or
their relatives, which could have had a potential conflict with the
interests of the Company. Transactions with related parties entered by
the Company in the normal course of business are periodically placed
before the Audit Committee for its omnibus approval and the particulars
of contracts entered during the year as per Form AOC-2 is enclosed as
Annexure -B.
The Board of Directors of the Company has, on the recommendation of the
Audit Committee, adopted a policy to regulate transactions between the
Company and its Related Parties, in compliance with the applicable
provisions of the Companies Act 2013, the Rules there under and the
Listing Agreement. This Policy was considered and approved by the Board
has been uploaded on the website of the Company at www.spcapital.in
under http:// www.spcapital.in/policies link.
SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING
GOING CONCERN AND COMPANY' OPERATION:
To the best of our knowledge, the Company has not received any such
orders from Regulatiors, Courts or Tribunals during the year, which may
impact the going concern status or the Company's operations in future.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Report on Corporate Governance and management Discussion and Analysis
Reports along with Certificate of the Company Secretary in Practice
pursuant to clause 49 of the Listing Agreement with the Stock Exchanges
has been included in the report. Your company has been practicing the
principle of good Corporate Governance over the year. The Board of
Directors supports the broad principles of Corporate Governance. In
addition to the basic governance issues, the Board lays strong emphasis
on transparency, accountability and integrity.
LISTING WITH STOCK EXCHANGES:
Your Company continues to be listed on the Bombay Stock Exchange, where
the Company's shares are being traded. The company has paid listing fee
for the year 2015-16.
DEMATERIALISATION OF SHARES:
97% of the company's paid up Equity Share Capital is in dematerialized
form as on 31st March, 2015 and balance 3% is in physical form.
EXPLANATION OR COMMENTS ON AUDITORS' REPORT AND SECRETARIAL AUDIT
REPORT:
There are no qualifications, reservations or adverse remarks or
disclaimer made by the statutory auditors in their audit report and by
the practicing company secretary in the secretarial audit report
accepts as under:
AUDITORS:
Statutory Auditors
As per provisions of Section 139(2) of the Companies Act, 2013 and
rules thereof, no listed company shall appoint or reappoint an audit
firm as auditor for more than two terms of five consecutive years.
Every company existing on the commencement of the Act is required to
comply with requirements of Section 139(2) within three years from the
date of commencement of the Act. The present Statutory Auditors of the
Company, M/s. Sanjay Raja Jain & Co, Chartered Accountants, (Firm
Registration No. 120132W), retire as Auditors of the Company at the
conclusion of the ensuing Annual General Meeting, and being eligible,
offer themselves for re-appointment. The Company has obtained written
certificate from the retiring auditors to the effect that the
appointment, if made, will be in accordance with the limit specified in
Section 141 of the Companies Act, 2013. The Board has recommended their
re-appointment to hold the office till the conclusion of next Annual
General meeting, i.e. within the transition period allowed as per the
Companies Act, 2013.
Secretarial Audit
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 has appointed Mr. Martinho Ferrao,
Practicing Company Secretary to undertake Secretarial Audit of the
Company for the financial year 2014-15. The Secretarial Audit Report
contains qualification, reservation or adverse remark relating to the
appointment of the Company Secretary. The Board clarifies that the
Company has made the Advertisement and taken all necessary efforts to
appoint the Company Secretary.
COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of the Company has been duly constituted having
three members namely:
i) Mr. Bhupendra T Shah
ii) Mr. Sureshchand P Jain
iii) Mr. Baldev V Boolani
*Sureshchand P Jain is the Chairman of the Audit Committee.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct, which is
applicable to the Members of the Board and all employees in the course
of day-to-day business operations of the Company.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as Annexure - C.
CHANGE IN THE NATURE OF BUSINESS:
During the year under review, there has been no change in the nature of
business of the Company.
DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
During the year, your Directors have constituted a Risk Management
Committee which has been entrusted with the responsibility to assist
the Board in overseeing and approving the Company's enterprise wide
risk management framework and overseeing that all the risks that the
organization faces such as strategic, financial, credit, market,
liquidity, security, property, IT, legal, regulatory, reputational and
other risks have been indentified and assessed and there is an adequate
risk management infrastructure in place capable of addressing those
risks. The Risk Management Policy was reviewed and approved by the
Committee.
PARTICULARS OF EMPLOYEES:
Information as per Section 134 of the Companies Act, 2013 read with
Companies (Particulars of Employees) Rules, 1975 are given in the
statement which from a part of this report. However as per the
provisions of section 136 of the Companies Act, 2013, the report and
accounts are being sent to all shareholders of the Company excluding
the aforesaid information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
During the year under review, there were no cases filed pursuant to the
aforesaid Act.
ACKNOWLEDGEMENTS:
The Directors would like to thank all clients, Bankers for the
un-stinted support received from them during the year. The Directors
would also like to place on record their appreciation for the dedicated
efforts and services put in by the employees of the Company.
For and on behalf of the Board
Dated: 30/05/2015
Place: Mumbai SURESHCHAND P JAIN
Chairman
DIN: 00004402
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