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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of SPS Finquest Ltd.

Mar 31, 2024

Your Directors hereby presents their 28^th Annual Report on the business and operations of the Company together with the audited Statements of the accounts for the year ended on 31^st March, 2024.

SUMMARY OF FINANCIAL PERFORMANCE:

	Year Ended 31-03-2024	Year Ended 31-03-2023
Total Revenue	833.24	904.57
Less: Expenses	673.84	556.86
Profit /(Loss) before Depreciation, Amortization and Tax	159.4	347.71
Less : Depreciation & Amortization	4.16	5.31
Profit Before tax	155.24	342.40
Less : Current Tax	153.71	52.02
Less : Deferred Tax	(323.20)	151.52
Short/(Excess) Provision for tax for earlier years	(6.04)	2.41
Profit/(Loss) After Tax	330.76	136.45

DIVIDEND

Your Directors have not recommended any dividend.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be best of their

knowledge, confirm that -

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have made judgments 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 loss of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALSYIS

To avoid duplication of certain information in Directorsâ Report and Management Discussion & Analysis,

the Board of Directors of your Company has presented the composite summary of performance and

functions of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company is a Non-banking Finance Company mainly engaged in investment activities, providing finance against shares and securities and providing inter-corporate loans. Your Company also provides finance for investment in primary market issues and mutual fund schemes. Your Company caters to various categories of clients, namely Retail, NHI, HUFs and Corporate entities. Your Company being a NBFC is strictly regulated by Reserve Bank of India by its guidelines and notifications.

ECONOMIC OVERVIEW

Indiaâs economy carried forward the momentum it built last year despite a gamut of global and external challenges. Indiaâs GDP grew by 8.2% in the current Financial Year, driven by stable consumption demand and steadily improving investment demand. Various high frequency indicators reflect the growth in the service sector. Both Goods and Service Tax (GST) collections and issuance of e-way bills, reflecting wholesale and retail trade, demonstrated double digit growth. Financial and professional services have been a major driver of growth post the pandemic. With cleaner balance sheets and adequate capital buffers, the banking and financial sector is well positioned to cater to the growing financial needs of investment demand. Throughout Financial Year 2023-24, the focus on macroeconomic stability was vital in securing economic growth amidst domestic and external vulnerabilities. The sustained improvement in fiscal metrics is beginning to have an impact on Indiaâs credit ratings. For the first time in 13 years, S&P Global Ratings upgraded Indiaâs sovereign credit rating outlook âstableâ to âpositiveâ in May 2024 on the back of robust economic growth and sound economic fundamentals.

Fiscal year 2023-24 had its own set of challenges ranging from geo political issues (between Israel and Gaza) to supply side disruption in the Red Sea, but economic growth continued to be robust, most notably. Indian Rupee was one of the least volatile currency, which reflected Indiaâs robust financial performance and also due to RBIâs foreign exchange intervention.

OPPORTUNITIES, THREATS AND DEVELOPMENTS

Amid gloomy global prospects, Indiaâs economy is upbeat and is expected to remain the worldâs fastest growing major economy in 2024. Inflation is moderating, demand is growing and economic activity is strengthening. In India, NBFCs have emerged as critical pillars of financial support for a significant segment of the population. By playing a pivotal role in advancing financial inclusion, non-bank lenders have facilitated the growth of numerous MSMEs and fostered opportunities for self-employment. Furthermore, NBFCs are increasingly adopting digitization to enhance operational efficiency, elevate customer experiences, drive cost savings and ensure compliance with regulatory standards. Despite facing stiff competition from public and private sector banks and Microfinance Institution (MFIâs) across market share and customer acquisition, NBFCâs have spearheaded innovative digital initiatives.

Threats which business can face are mainly due to macro- economic factors such as geopolitical tensions, global economic threats impacting the business, economic situation, liquidity situation in the market and cost effective availability of funding.

FUTURE PROSPECTS

The global economy is anticipated to grow at a steady pace, with diminishing effects of positive shocks. Alongside, it is set to witness increasing yields and tighter credit conditions. However, India has solidified its position as the worldâs third largest fintech economy, ranking behind only USA and UK. The Governmentâs investment in both physical and digital infrastructure, coupled with measures to increase manufacturing have strengthened the supply side. Together, these developments are likely to provide impetus to the countryâs economic activity.

Considering the economic growth rate of Indian economy and bull sentiments in capital market both primarily and secondary, your Company is expected to record improved performance in coming years.

RISK AND CONCERNS

The risk of global recession has receded but concerns of inflation is impending which re-ignites the risk of global financial stability. IMF & World Bank and prominent agencies have predicted further slow-down in global growth this year. Escalation of the recent conflict in the Middle East, financial stress, persistent inflation and a slowdown in international trade are downside risk for global growth. A potential debt crisis is looming over the global economic landscape. The IMFâs global debt monitor reported that the total global debt has risen to USD 235 trillion,a which is equivalent to 238 percent of the global GDP. Since the Indian economy cannot remain in isolation, it may be impacted by spillover effects, reflecting in rising inflation and further hardening in interest rate.

REGULATIONS

The Capital Market is regulated by stringent rules and regulations of the Securities & Exchange Board of India (SEBI) and the stock exchanges. The Company, being registered with the Reserve Bank of India as Non-Banking Finance Company (NBFC), is also subjected to strict rules and guidelines notified by the Reserve Bank of India from time to time. Your Company is committed to the best Corporate Governance practices based on conscience, openness, fairness, transparency, compliances and ethical practices towards attaining performance with integrity and accountability thereby paving the way for enhanced investorsâ and stakeholdersâ confidence. Thus, ensuring long term success.

PERFORMANCE

Total revenue including other operating income for the financial year ended 31^st March, 2024 was Rs.833.24 lakhs as against Rs. 904.57 lakhs in the previous year. Interest income and dividend income for the year under review were high at Rs.727.45 lakhs and Rs.38.10 lakhs as against Rs.414.90 lakhs and Rs.10.75 lakhs respectively, a year ago. There was loss of Rs. 383.09 lakhs as against gain of Rs. 453.32 lakhs on account of fair value changes. Other income too was lower at Rs.4 lakhs as against Rs.16.53 lakhs in the previous year.

The total expenses for the year under review was Rs.678 lakhs as against Rs.562.17 lakhs for the last year. Due to higher expenses, the Company earned a lower pre-tax profit of Rs.155.24 lakhs as against Rs.342.40 lakhs a year ago.

Your Directors do not propose to transfer any amount to general reserve. A sum of Rs.66.15 lakhs is transferred to Statutory Reserve Fund in terms of Section 45 IC(1) of RBI Act, 1934.

DELISTING OF SPS FINQUEST LIMITED:

The Company had received an initial public announcement dated 19^th January, 2024 from Mr. Sandeep P. Shah, Promoter of your Company, and Sanrina Consultancy Pvt. Ltd., a Promoter Group Company, to acquire all the shares held by public shareholders and get voluntarily equity shares of the Company delisted from BSE Ltd. by making a delisting offer in accordance with the provisions of SEBI (Delisting of Equity Shares) Regulations, 2021. Accordingly, all the formalities are being complied with under the SEBI regulations.

The proposed delisting would enable the Promoters and Promoter Group of your Company to obtain full ownership, which will in turn provide increased operational flexibility to support the Companyâs business and make investments in the Company. The delisting proposal will provide the Public Shareholders an opportunity to realize immediate and certain value for their Equity Shares. The price will be determined in accordance with the reverse book building mechanism set out in the Delisting Regulations. The delisting of Equity Shares will also result in reduction of the on-going substantial compliance costs, which includes the

costs associated with listing of Equity Shares.

SHARE CAPITAL:

During the year 2023-24 there was no change in share capital. As on 31^st March, 2024 the issued, subscribed and paid-up capital of your Company was Rs.10,13,78,250/- divided into 1,01,37,825 Equity Shares of Rs.10/- each.

There was no issue of equity shares with differential rights related to the dividend, voting or otherwise, and there was no buyback of shares.

MATERIAL CHANGES AND COMMITMENT

There have been no material change and commitment affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this report.

SUBSIDIARY:

The Company does not have any subsidiary, joint venture or associate company.

CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

CORPORATE GOVERNANCE:

A report on Corporate Governance is annexed as Annexure 1 and the same forms part of this Directorsâ Report.

LOANS, GUARANTEE AND INVESTMENT:

Particulars of loans and investments made by the Company pursuant to Section 186 of the Companies Act, 2013 are given in the notes to the Financial Accounts, which forms part of the Annual Report. The Company has not given any guarantee.

PUBLIC DEPOSIT:

Your Company has not accepted any deposits from the public, its shareholders or employees during the year under review.

TRANSACTION WITH RELATED PARTIES:

All the transactions with related parties entered into during the financial year 2023-2024 were on armâs length basis and also in the ordinary course of business. Details of all related party transactions are placed before the audit committee. The policy on related party transactions as approved by the Board of Directors is placed on the Companyâs website.

Since all the transactions with the related parties entered into by the Company were in ordinary course of business and were on armâs length basis, Form AOC-2 is not applicable.

CONSERVATION OF ENERGY, ETC.

Since your Company is not engaged in any manufacturing activity, information as required under the provisions of Section 143(3)(m) of the Act is not furnished. During the year under review, the Company neither earned nor spent any foreign exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

To comply with the requirement of Articles of Association of the Company and the Companies Act, 2013, Mr. Sandeep P. Shah (DIN: 00368350) shall retire by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The shareholders had appointed Ms. Alpa V. Shah as Non-Executive Director and Mr. Premal N. Shroff as Independent Director by way of Postal Ballot, effective from 8^th September, 2023.

Mr. Priyesh Jhaveri and Ms. Ankita M. Shah resigned on 16^th June, 2023 on completion of their respective second term as Independent Director. The Board of Directors places on record their deep sense of appreciation for valued and prudent guidance provided by Mr. Priyesh Jhaveri an dMs. Ankita M. Shah during their association with the Company. Ms. Mahita S. Shah resigned on 22^nd August, 2023 as Director due to her pre-occupation.

During the year under review, none of the Non-Executive Directors had any pecuniary relationship or transactions with the Company.

The Company has the following personnel as the Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013:

1. Mr. Sandeep P. Shah, Executive Chairman

2. Mr. Girish Jajoo, Managing Director

3. Mr. Subhash R. Yadav, Chief Financial Officer (resigned on 20/01/2024)

4. Ms. Sarita Jotaniya, Company Secretary.

BOARD MEETINGS

Ten meetings of the Board were held during the year under review. One meeting of the Independent Directors was also held during the year.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

The Independent Directors met on 28th March, 2024, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of NonIndependent Directors and the Board as a whole; the performance of the Chairman of the Company took into account the views of Executive Directors and Non-Executive Directors; it assessed the quality, quantity and timeliness of information flow between the Companyâs management and the Board necessary for the Board to effectively perform their duties.

BOARD EVALUATION

quality, quantity and timeliness of flow of information between the Companyâs management and the Board. The Nomination and Remuneration Committee evaluated the performance of every Director. The Independent Directors were regularly updated on the industry and market trends and the operational performance of the Company through presentations.

AUDIT COMMITTEE

The Committee presently comprises of Ms. Megha M. Mehta and Mr. Kirit B. Rathod, both Independent Directors and Mr. Girish Jajoo, Managing Director. All the members of the Committee are having financial and accounting knowledge. The Committee was re-constituted during the financial year. The Committee met 4 times during the financial year 2023-24.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The said Committee presently comprises of Ms. Megha M. Mehta and Mr. Kirit B. Rathod, both Independent Directors and Ms. Alpa V. Shah, Director. The Committee met thrice during the financial year. The Committee was re-constituted during the financial year

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is available on the Companyâs website viz. www.spsfinqeust.com.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee consists of three members viz. Ms. Megha M. Mehta, Chairperson, Mr. Sandeep Shah and Mr. Girish Jajoo as its members. The Committee mainly looks into redressal of shareholders and investors grievances with respect to transfer of shares, dematerialization of shares, non-receipt of annual report or declared dividend, etc. The shareholders grievances committee met once during the year. During the year ended 31^st March, 2024, the Company did not receive any complaint from any of its members.

CSR COMMITTEE

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company had undertaken projects in the areas of education. The project was undertaken in association with New Bombay Education Society, Mumbai and are largely in accordance with Schedule VII of the Companies Act, 2013. The brief outline of the CSR Policy and the CSR initiatives undertaken by the Company during the financial year under review are provided in the Annual Report on Corporate Social Responsibility Activities in Annexure 2 forming part of this report. The policy adopted by the Company can be viewed at the website of the Company viz. www.spsfinquest.co.in

The CSR Committee comprises of Mr. Sandeep Shah, Mr. Girish Jajoo and Ms. Megha Mehta.

INTERNAL CONTROL SYSTEM

Adequate internal control systems are in place to maintain quality of product, proper accounting as per norms and standards prescribed, asset maintenance and its proper use. The Company has an independent internal auditor, who periodically reviews the accounts and reports to the Audit Committee.

RISK MANAGEMENT

The management continuously access the risk involved in the business and all out efforts are made to mitigate the risk with appropriate action. All the assets of the Company are adequately covered by comprehensive insurance.

EMPLOYEE:

The Company had ten employees during the year under review.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directorsâ Report for the year ended 31st March, 2024 is given in a separate annexure 3 to this report.

The information relating to top ten employees in terms of remuneration will be provided to any Shareholder on a written request to the Company Secretary. In terms of Section 136 of the Act, the said report will be available for inspection of the Members at the registered office of the Company during the business hours on all working days of the Company upto the date of Annual General Meeting and through electronic mode.

STATUTORY AUDITORS

According to Directors, there is no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self-explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

M/s. MAKK & Co., Chartered Accountants, (Firm Registration Number: 117246W) were appointed as Joint Statutory Auditor of the Company by the shareholders in their Extra-Ordinary General Meeting held on 21^st May, 2024 till the conclusion of 30^th Annual General Meeting.

M/s. Shah & Savla LLP, Chartered Accountants, (FRN 109364W/W100143), resigned as Statutory Auditors of your Company on 28^th June, 2024.

INTERNAL AUDITORS

Ms. Bhavna Pandya, Chartered Accountant, is the internal auditor of the Company. She plays an important role in strengthening the internal control. The Internal Auditors reports to the Audit Committee.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by Mr. Upendra Shukla, Practicing Company Secretary, for the financial year 2023-24. The report on the Secretarial Audit is appended as Annexure 4 to this report. According to the Board of Directors, the report does not have any adverse remark.

COST AUDIT

Provisions relating to cost audit is not applicable to your Company.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended 31^st March, 2024 is placed on the website of the Company at www.spsfinquest.co.in.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and companyâs operations in future.

VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors and is hosted on the website of the Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

The Company has in place an anti-Sexual Harassment Policy in line with the requirement of the Prevention of Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. Internal complaints committee (ICC) has been set-up to redress complaints received regarding sexual harassment during the year 2023-24 under review.

The Company has not received any complaint of sexual harassment during the year 2023-24. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis may constitute forward looking statements within the meaning of applicable laws and regulations. Although the expectations are based on the reasonable assumption, the actual results might differ.

ACKNOWLEDGEMENT

Your Directors places on record their deep sense of appreciation to the Companyâs Bankers, clients and all employees for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

For and on behalf of the Board Sd/-

Mumbai, (SANDEEP P. SHAH)

07^th August, 2024 CHAIRMAN

(DIN: 00368350)

Mar 31, 2023

Your Directors hereby presents their 27^th Annual Report on the business and operations of the Company together with the audited Statements of the accounts for the year ended on 31^st March, 2023.

SUMMARY OF FINANCIAL PERFORMANCE:

	Year Ended	Year Ended
	31-03-2023	31-03-2021
Total Revenue	904.57	2747.82
Less: Expenses	556.86	364.76
Profit /(Loss) before Depreciation, Amortization and Tax	347.71	2383.06
Less : Depreciation, Amortization	5.31	2.55
Profit Before tax	342.40	2380.51
Less : Current Tax	52.02	-
Less : Deferred Tax	151.52	221.09
Short/(Excess) Provision for tax for earlier years	2.41	(11.72)
Profit/(Loss) After Tax	136.45	2171.14

DIVIDEND

Your Directors have not recommended any dividend.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be best of their knowledge, confirm that -

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALSYIS

To avoid duplication of certain information in Directorsâ Report and Management Discussion & Analysis, the Board of Directors of your Company has presented the composite summary of performance and functions of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT

Your Company is Non-banking Finance Company mainly engaged in investment activities, providing finance against shares and securities and providing inter-corporate loans. Your Company also provides finance for investment in primary market issues and mutual fund schemes. Your Company caters to various

categories of clients, namely Retail, NHI, HUFs and Corporate entities. Your Company being a NBFC is strictly regulated by Reserve Bank of India by its guidelines and notifications.

ECONOMIC OVER VIEW

Indian economy demonstrated resilience throughout the Financial Year 2022-23 even as global macroeconomic environment threw challenges in the form of tight monetary policy, reduced global demand, and high commodity prices especially crude. Indiaâs prudent fiscal planning aided in meeting the fiscal deficit target of 6.4% of GDP in Financial Year 2022-23, moreover a lower Fiscal Deficit target for Financial Year 2023-24 (5.9% of GDP) and record high capex allocation reflected the governmentâs strong intent to continue on its fiscal consolidation path, while carefully balancing the growth requirement of the economy. The uptick in benchmark yields (10 year Gsec) was marginal (50 bps) even though the repo rates was hiked by 250 bps during this period, reflecting the confidence of the bond markets in the economy. GST collections have been consistently clocking above Rs. 1 tn mark since last 21 months, collections reached record high of Rs.1.6 tn in March, 2023. Indiaâs trade deficit reached as high as USD 29.3bn in September, 2022 v/s USD 15.9bn avg. during Financial Year 2021-22, which was reduced significantly by the end of Financial Year 2022-23 (USD 17.4bn in February). The positive improvement in trade balance was on account of sharp fall in imports v/s exports, decline in oil prices and resilient services exports helped cushion the Current Account Deficit. The import cover ratio averaged 9.5 times during this period.

Inspite of war in Ukraine and the staggering inflation, the Indian equity market had a comparatively stellar year. The governmentâs focus on infrastructure development with initiatives like the National Infrastructure Pipeline and Atmanirbhar Bharat Abhiyan are expected to create opportunities and the GDP is expected to remain around 6.7% in 2023-24. However, the effects of geo-political tension rising around the world pose a threat to the economic growth of the Country and clouds of uncertainty are still hovering around World economic growth.

OPPORTUNITIES, THREATS AND DEVELOPMENTS

India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. Despite the slowdown in global economy, lockdown and social distancing norms due to COVID-19 and geopolitical tensions due to the Russia-Ukraine war, the economic growth of India was ensured by the government through various financial stimulus packages, announced by the Government of India and the focus on infrastructural development and implementation of new age technology in manufacturing and production sector to make India self-reliant. Also, Production Linked Incentives (PLI) scheme of the government to provide Rs. 2 trillion over five years to create jobs and boost production in the country shall boost the economy. The financial stimulus measures and reforms initiated by the Government of India and liquidity measures by the RBI are expected to support industrial activity and demand. The movement of various high frequency indicators in recent months, points towards the broad based resurgence of economic activity.

FUTURE PROSPECTS

The Indian economy is the fastest growing economy in the world, supported by financial stimulus packages such as Production Linked Incentives, focus on infrastructural development. These all will augur well for capital market. All the indexes on stock exchanges are hovering at historic high. Confidence of investors in Indian market has regained. All these factors point towards a high growth potential for Indian capital market; both secondary and primary. As a result of which, your Company, which is mainly engaged in stock financing including IPO financing and investment activities, is looking forward for a sustainable growth in coming years, which would enhance the shareholdersâ value. The Company expects to enhance its entrenched value for the benefit of the shareholders at large.

RISK AND CONCERNS

The geo-political war in Ukraine, a slowing global economy, tightening fiscal policy mired with failure of few major players in banking and finance sectors around the world, may have adverse effect on business

confidence and investment. Uncertainty over the global trade environment and volatility in the financial markets have softened the global trade and protracted war in Ukraine poses further downside risks to this forecast. The short-term economic outlook for many European countries has deteriorated sharply giving headwinds for mild recession. The growth in Asian economies though stronger than in other regions, with re-opening of Chinaâs economy, is expected to be bumpy and is likely to remain below the pre-pandemic rate. Countries like Bangladesh, Pakistan and Sri Lanka have been asking for financial assistance from the International Monetary Fund (IMF). Since the Indian economy cannot remain in isolation, it may be impacted by spillover effects, reflecting in rising inflation and further hardening in interest rate.

REGULATIONS

PERFORMANCE

Total revenue including other operating income for the financial year ended 31 March, 2023 was Rs.904.57 lakhs as against Rs.2747.82 lakhs in the previous year. The sharp reduction in gain on fair value changes effected the revenue. Interest income was marginally lower compared to previous year whereas dividend income and fees and commission income were higher. Higher financial cost and higher provision on account of impairment of financial instruments resulted in higher expenses. The total expenses for the year under review was Rs.562.17 lakhs as against Rs.367.31 lakhs for the last year. Due to this, the Company earned a lower pre-tax profit of Rs.342.40 lakhs as against Rs.2380.51 lakhs a year ago.

Your Directors do not propose to transfer any amount to general reserve. A sum of Rs.27.29 lakhs is transferred to Statutory Reserve Fund in terms of Section 45 IC(1) of RBI Act, 1934.

SHARE CAPITAL:

During the year 2022-23 there was no change in share capital. As on 31^st March, 2023 the issued, subscribed and paid-up capital of your Company was Rs.10,13,78,250/- divided into 1,01,37,825 Equity Shares of Rs.10/- each.

There was no issue of equity shares with differential rights related to the dividend, voting or otherwise, and there was no buyback of shares.

MATERIAL CHANGES AND COMMITMENT

SUBSIDIARY:

The Company does not have any subsidiary, joint venture or associate company.

CONSOLIDATED FINANCIAL STATEMENT

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

CORPORATE GOVERNANCE:

A report on Corporate Governance is annexed as Annexure 1 and the same forms part of this Directorsâ Report.

LOANS, GUARANTEE AND INVESTMENT:

PUBLIC DEPOSIT:

Your Company has not accepted any deposits from the public, its shareholders or employees during the year under review.

TRANSACTION WITH RELATED PARTIES:

All the transactions with related parties entered into during the financial year 2022-2023 were on armâs length basis and also in the ordinary course of business. Details of all related party transactions are placed before the audit committee. The policy on related party transactions as approved by the Board of Directors is placed on the Companyâs website.

Since all the transactions with the related parties entered into by the Company were in ordinary course of business and were on armâs length basis, Form AOC-2 is not applicable.

CONSERVATION OF ENERGY, ETC.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Priyesh Jhaveri and Mrs. Ankita M. Shah resigned on 16^th June, 2023 from the Board as Independent Directors on completion of their tenure. Ms. Mahita S. Shah resigned from the Board as Director on 22^ndAugust, 2023. Directors of your Company place on record deep sense of appreciation for esteemed services and guidance given to the Company during their tenure with the Company.

The Board of Directors had appointed Mr. Kirit B. Rathod (DIN: 10289051) as an Additional Independent Director, effective from 22^nd August, 2023. He will be vacating the office at the ensuing Annual General Meeting. The Company has received notice from its member signifying his intention of proposing appointment of Mr. Kirit B. Rathod as an Independent Director. Mr. Kirit B. Rathod is Commerce Graduate (B.Com.) and Diploma Holder in Computer Operation. He has about 14 yearsâ experience of garment industry. He has worked in various capacity in this industry. Your Directors recommend passing of the resolution as set-out in the Notice of Annual General Meeting accompanying this report.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

The Company has the following personnel as the Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013:

1. Mr. Sandeep P. Shah, Executive Chairman

2. Mr. Girish Jajoo, Managing Director

3. Mr. Subhash R. Yadav, Chief Financial Officer

4. Ms. Sarita Jotaniya, Company Secretary.

Tenure of Mr. Girsih Jajoo as Managing Director shall expire on 31^st January, 2024. On the basis of recommendation made by the Nomination and Remuneration Committee, the Board of Directors of your Company has subject to approval of the members of the Company has re-appointed Mr. Jajoo for an another term of five years. Necessary resolution proposed to be passed by the members is included in the Notice convening the 27^th Annual General Meeting. Considering long lasting services of the Mr. Jajoo as Managing Director and growth made under his leadership, the Board of Directors recommends passing of the resolution.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

The Independent Directors met on 28th March, 2023, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of Nonindependent Directors and the Board as a whole; the performance of the Chairman of the Company took into account the views of Executive Directors and Non-Executive Directors; it assessed the quality, quantity and timeliness of information flow between the Companyâs management and the Board necessary for the Board to effectively perform their duties.

BOARD EVALUATION

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013 and the applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Independent Directors evaluated the performance of Non-Independent Directors and Chairperson of the Company after considering the views of the Executive and Non-Executive Directors, the Board as a whole and assessed the quality, quantity and timeliness of flow of information between the Companyâs management and the Board. The Nomination and Remuneration Committee evaluated the performance of every Director. The Independent Directors were regularly updated on the industry and market trends and the operational performance of the Company through presentations.

AUDIT COMMITTEE

The Committee presently comprises of Ms. Ankita M. Shah and Mr. Priyesh Jhaveri, both Independent Directors and Mr. Girish Jajoo, Managing Director. All the members of the Committee are having financial and accounting knowledge. The Committee met 4 times during the financial year 2022-23.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The said Committee presently comprises of Ms. Ankita Shah and Mr. Priyesh Jhaveri, both Independent Directors and Mr. Sandeep Shah, Director. The Committee met once during the financial year.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee consists of three members viz. Ms. Ankita Shah, Chairperson, Mr. Sandeep Shah and Mr. Girish Jajoo as its members. The Committee mainly looks into redressal of shareholders and investors grievances with respect to transfer of shares, dematerialization of shares, nonreceipt of annual report or declared dividend, etc. The shareholders grievances committee met once during

the year. During the year ended 31^st March, 2023, the Company did not receive any complaint from any of its members.

BOARD MEETINGS

Six meetings of the Board were held during the year under review. One meeting of the Independent Directors was also held during the year.

CSR COMMITTEE

The Companyâs profit for the financial year ended 31^st March,2022 had crossed the prescribed limit of Rs.500 lacs. Hence, the Board of Directors in its meeting held on 10^th August, 2022 constituted a committee called âCorporate Social Responsibilityâ as required under the provisions of Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of education and rural development. These projects were undertaken in association with RL Education Sanstha, Paithan, Maharashtra, and Shree Patan Panjarapole, Patan, Gujarat and are largely in accordance with Schedule VII of the Companies Act, 2013. The brief outline of the CSR Policy and the CSR initiatives undertaken by the Company during the financial year under review are provided in the Annual Report on Corporate Social Responsibility Activities in Annexure 2 forming part of this report. The policy adopted by the Company can be viewed at the website of the Company viz. www.spsfinquest.co.in

INTERNAL CONTROL SYSTEM

RISK MANAGEMENT

EMPLOYEE:

The Company had ten employees during the year under review.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directorsâ Report for the year ended 31st March, 2023 is given in a separate annexure III to this report.

STATUTORY AUDITORS

M/s. Shah & Savla LLP Chartered Accountants, Statutory Auditors of your Company, (FRN 109364W/W100143) were appointed as Statutory Auditors by the members of the Company in their 26^thAnnual General Meeting held on 28^th September, 2022 for consecutive term of three years.

INTERNAL AUDITORS

The Internal Auditors, Mrs. Bhavna Pandya, Chartered Accountant, are the internal auditors of the Company, who plays an important role in strengthening the internal control. The Internal Auditors reports to the Audit Committee.

SECRETARIAL AUDIT

During the year, Secretarial Audit was carried out by Mr. Upendra Shukla, Practicing Company Secretary, for the financial year 2022-23. The report on the Secretarial Audit is appended as Annexure 4 to this report. According to the Board of Directors the report does not have any adverse remark.

COST AUDIT

Provisions relating to cost audit is not applicable to your Company.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the Companies Act, 2013 a copy of the Annual Return of the Company for the year ended 31^st March, 2022 is placed on the website of the Company at www.spsfinquest.co.in.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and companyâs operations in future.

VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors and is hosted on the website of the Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

The Company has not received any complaint of sexual harassment during the year 2022-23. CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

For and on behalf of the Board Sd/-

Mumbai, (SANDEEP P. SHAH)

04^th August, 2023 CHAIRMAN

(DIN: 00368350)

Mar 31, 2018

To,

The Members,

The Directors are pleased to present their 22^nd Annual Report on the business and operations of the Company together with the audited Statements of the accounts for the year ended on March 31, 2018.

SUMMARY OF FINANCIAL PERFORMANCE: (Amount in Rs. Lacs)

	Year Ended 31-03-18	Year Ended 31-03-17
Total Revenue	42.74	730.52
Less: Expenses	130.09	71.41
Profit /(Loss) before Depreciation, Amortisation and Tax	(87.35)	659.11
Less : Depreciation, Amortisation	0.39	0.63
Profit Before tax	(87.74)	658.47
Less : Current Tax	47.25	183.43
Less : Deffered Tax	(88.23)	(0.93)
Short/(Excess) Provision for tax for earlier years	(39.67)	(0.56)
Profit/(Loss) After Tax	(7.09)	476.53

DIVIDEND:

Considering the loss, your Directors have not recommended any dividend.

DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge, confirm that -

a) in the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALSYIS

INDUSTRY STRUCTURE AND DEVELOPMENT:

Your Company is Non-banking Finance Company mainly engaged in the stock financing and providing inter-corporate loans. NBFCs are strictly regulated by Reserve Bank of India by its guidelines and notifications.

GDP grew at 6.7% in the year 2017-2018 compared to 7.1% in the previous year 2016-17. The decline in growth was due to lackluster performance in the first quarter of 2017-18, when the producers undertook destocking activities with the implementation of the GST. However, improvement was witnessed in the last three quarters after waning of disruption post implementation of the GST. The gross fixed capital formation (GFCF) as a percentage of GDP remained stagnant at 28.5% since 2015-16. However, there has been an improvement in quarter 3 and quarter 4 in the investment rate. It is good to note that India rose 30 places in the World Bankâs Ease of Doing Business ranking in 2017 to rank 100th in recognition of the Governmentâs efforts to streamline the economy through reforms in taxation, licensing, investor protection and bankruptcy resolution and is poised to improve further.

REGULATIONS

PERFORMANCE

Total revenue including other operating income for the financial year ended 31st March, 2018 was Rs.42,73,552/- as against Rs.7,30,51,879/- in the previous year. The Company incurred a loss of Rs.87,73,528/- as against a pre-tax profit of Rs.6,58,47,397/- a year ago. After providing for income-tax liability and adjusting the deferred tax assets as also provisions for tax of earlier years, there remains a loss of Rs.7,09,386/-.

Your Directors do not propose to transfer any amount to general reserve or to Reserve Fund in terms of Section 45 IC(1) of RBI Act, 1934.

MATERIAL CHANGES AND COMMITMENT

OPPORTUNITY AND THREATS

India is expected to remain the worldâs fastest growing economy with the real GDP growth at 7.4 percent and 7.5% in 2018-19 and 2019-20 respectively. Economy is rebounding after the transitory negative impact of demonatisation and GST. As per National Council for Applied Economic Research, implementation of a comprehensive GST would provide gains to Indiaâs GDP in the range of 0.9 to 1.7per cent. However, the economy is facing a number of headwinds like non-performing assets of the banking system, elevated bond yields, increased trade protectionism, elevated global oil price and currency depreciation. High oil price need to be taken as an opportunity to boost domestic production by addressing exogenous bottlenecks.

FUTURE OUTLOOK:

As per the World Bankâs report, the Indiaâs economy is expected to grow by 7.5% in financial year 201819 and 7.5% in 2019-20. These expectations are mainly due to increased capital outlay on infrastructure by government and improved investment climate. India continues to be one of the fastest growing economies in the world in spite of demonetization. Indian economy is on a strong growth trajectory. Your Directors feel all these will augur well for the economy in general and your Company in particular in medium to long term.

SUBSIDIARY:

The Company does not have any subsidiary company.

CONSOLIDATED FINANCIAL STATEMENT:

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

CORPORATE GOVERNANCE:

Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate Governance is not annexed.

LOANS, GUARANTEE AND INVESTMENT:

PUBLIC DEPOSIT:

Your Company has not accepted any deposits from the public, its shareholders or employees during the year under review.

TRANSACTION WITH RELATED PARTIES:

All the transactions with related parties entered into during the financial year 2017-2018 were on armâs length basis and also in the ordinary course of business. Details of all related party transactions are placed before the audit committee. The policy on related party transactions as approved by the Board of Directors is placed on the Companyâs website.

Since all the transactions with the related parties entered into by the Company were in ordinary course of business and were on armâs length basis, Form AOC-2 is not applicable.

CONSERVATION OF ENERGY, ETC.

Since your Company is not engaged in any manufacturing activity, information as required under the provisions of Section 143(3)(m) of the Act is not furnished. During the year, the Company neither earned nor spent any foreign exchange.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

To comply with the Articles of Association of the Company and the Companies Act, 2013, Mr. Sandeep P. Shah (DIN: 00368350) shall retire by rotation in the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

The Company has the following personnel as the Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013:

1. Mr. Girish Jajoo, Managing Director

2. Mr. Subhash R. Yadav, Chief Financial Officer

3. Mrs. Pinal Daiji, Company Secretary.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

AUDIT COMMITTEE

The Committee presently comprises of Ms. Ankita M. Shah, Independent Director, Ms. Payal Shah, Independent Directors and Mr. Girish Jajoo. All the members of the Committee are having financial and accounting knowledge. The Committee met 4 times during the financial year 2017-18.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The said Committee presently comprises of Ms. Ankita Shah and Mr. Priyesh Jhaveri. The Committee met once during the financial year.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the report as Annexure 1.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee consists of three members viz. Mr. Sandeep Shah, Chairman, Ms. Ankita Shah and Mr. Girish Jajoo as its members. The Committee mainly looks into redressal of shareholders and investors grievances with respect to transfer of shares, dematerialization of shares, nonreceipt of annual report or declared dividend, etc. The shareholders grievances committee met four times during the year. During the year ended 31^st March, 2018, the Company did not receive any complaint from any of its members.

BOARD MEETINGS

Seven meetings of the Board were held during the year under review. One meeting of the Independent Directors was also held during the year.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done the annual evaluation of its own performance, its committees and individual directors. The Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings.

CSR COMMITTEE

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies Act, 2013 and as such is not required to comply with the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

INTERNAL CONTROL SYSTEM

RISK MANAGEMENT

EMPLOYEE:

Relations between the management and employees were cordial through-out the year.

The particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as annexure 2 and forms part of this report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directorsâ Report for the year ended 31^st March, 2018 is given in a separate annexure to this report. The said annexure is not being sent alongwith this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members, who are interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before the 22^nd annual general meeting and up to the date of the said annual general meeting during normal business hours on working days.

AUDITORS

According to Directors, there is no adverse remarks made by Statutory Auditors in their report. Notes to the accounts are self explanatory to comments/observation made by the auditors in their report. Hence, no separate explanation is given.

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors of your Company, were appointed as Statutory Auditors by the members of the Company in their 21st Annual General Meeting held on 26th September, 2017 for consecutive five years.

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary for the financial year 2017-18. The report on the Secretarial Audit is appended as Annexure 3 to this report. According to the Board of Directors the report does not have any adverse remark.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and companyâs operations in future.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report as Annexure 4 and forms part of this report.

VIGIL MECHANISM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors and is hosted on the website of the Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

Since the Company does not have any woman employee, the provisions of the âSexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act are not applicable.

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

The Directors wish to place on record their deep sense of appreciation to the Companyâs Bankers and all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

For and on behalf of the Board

Pramod Shah

Mumbai, Chairman

May 30, 2018 DIN : 00685016

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

The Directors are pleased to present their 20^thAnnual Report on the business and operations of the Company together with the audited Statements of the accounts for the year ended on March 31^st, 2016.

SUMMARY OF FINANCIAL PERFORMANCE:

(Amount in Lacs)_

	Year Ended 31-Mar-16	Year Ended 31-Mar-15
Total Revenue	274.76	520.11
Less: Expenses	30.94	452.36
Profit before Depreciation,Amortisation and Tax	243.82	67.75
Less: Depreciation and Amortization	0.76	0.50
Profit Before tax	243.06	67.25
Less: Current tax	49.50	80.50
Less: Deferred tax	1.53	(5.27)
Profit After tax	192.03	(7.98)

DIVIDEND:

In order to conserve the financial resources to part finance the expected increase in stock funding business, your Directors have not recommended any dividend.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be best of their knowledge, confirm that -

a) In the preparation of the accounts the applicable accounting standards have been followed along with proper explanations relating to material departure;

d) The annual accounts have been prepared on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALSYIS:

To avoid duplication of certain information in Directors'' Report and Management Discussion & Analysis, the Board of Directors of your Company has presented the composite summary of performance and functions of the Company.

INDUSTRY STRUCTURE AND DEVELOPMENT:

In a subdued global economy and ongoing slowdown in China, India''s macro-economic performance remained stable during the financial year 2015-16. According to Central Statistical Organization, India''s GDP growth is expected to be 7.6% in financial year 2015-16, marginally higher than 7.2% recorded in the previous year. An equally important aspect was the stability in retail inflation around 5% allowing RBI to continue with its accommodative policy stance. However, rate cuts to the tune of 100 basis points during the year did not translate into desired reduction in lending rates. Consequently, improvement in business and consumer confidence during the year was weak.

REGULATIONS:

PERFORMANCE

Total revenue including other operating income for the financial year ended 31^st March, 2016 was Rs. 2,74,76,398/- as against Rs.5,20,11,279/- in the previous year. The reduction in income was mainly on account of reduced interest income on stock funding business of the Company. However, the Company earned a higher pre-tax profit of Rs.2, 43, 07,262/- as against Rs.67,25,212/- in the last year. Absence of finance cost and provision for doubtful debts as also substantial reduction in other expenses helped the Company in earning a higher pre-tax profit. After providing for income-tax and deferred tax, the Company recorded a net profit of Rs.1,92,03,784/- as against a loss of Rs.7,97,543/- a year ago.

A sum of Rs.38,40,757/- was transferred to Reserve Fund in terms of Section 45 IC(1) of RBI Act, 1934 out of the Statement of Profit & Loss.

MATERIAL CHANGES AND COMMITMENT

OPPORTUNITY AND THREATS

Considering the Indian macro-economic factors are in much better shape, the capital market is expected to remain buoyant in the years to come. The market regulators are also concerned in regaining the confidence of investors, which was adversely effected due to economic slowdown and scams.

The worrying factors include the uncertainties regarding the monsoon as also the ability of scheduled commercial banks to extend credit against the backdrop of huge NPAs. Uncertainties in Euro zone and Betrix and volatility in crude prices will also have impact on the Indian economy.

FUTURE OUTLOOK:

According to new GDP, it seems that the country is getting back to a higher growth trajectory. Jobs are being created in the service sector, that coupled with government expenditure on core infrastructure and initiative such as ''Make in India'' are giving the required impetus to urbanization, which will augur well for the economy in general and your Company in particular in medium to long term.

SUBSIDIARY:

The Company does not have any subsidiary company.

CONSOLIDATED FINANCIAL STATEMENT:

Since the Company does not have any subsidiary company or associate or joint venture, consolidated financial statements are not prepared.

CORPORATE GOVERNANCE:

LOANS, GUARANTEE AND INVESTMENT:

PUBLIC DEPOSIT:

Your Company has not accepted any deposits from the public, its shareholders or employees during the year under review.

TRANSACTION WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134 (3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 are given in Annexure 1 in Form AOC-2 and the same forms part of this report.

CONSERVATION OF ENERGY, ETC.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

There was no change in composition of the Board during the year under review.

To comply with the Articles of Association of the Company and the Companies Act, 2013, Mr. Sandeep P. Shah shall retire by rotation in the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment.

During the year under review, none of the non-executive directors had any pecuniary relationship or transactions with the Company.

The Company has the following personnel as the Key Managerial Personnel (KMP) under Section 203 of the Companies Act, 2013:

1. Mr. Girish Jajoo, Managing Director

2. Mr. Subhash R. Yadav, Chief Financial Officer

3. Ms. Pinal Darji, Company Secretary.

DISCLOSURE BY INDEPENDENT DIRECTORS

All the Independent Directors have furnished declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

AUDIT COMMITTEE

The Committee presently comprises of Mr. Hitesh S. Shah, Ms. Ankita M. Shah; both Independent Directors and Mr. Girish Jajoo. All the members of the Committee are having financial and accounting knowledge. The Committee met 4 times during the financial year 2015-16.

NOMINATION & REMUNERATION COMMITTEE/POLICY

The said Committee presently comprises of Mr. Hitesh Shah, Ms. Ankita Shah and Mr. Priyesh Jhaveri. The Committee met once during the financial year.

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee consists of three members viz. Mr. Sandeep Shah, Chairman, Ms. Ankita Shah and Mr. Girish Jajoo as its members. The Committee mainly looks into redressal of shareholders and investors grievances with respect to transfer of shares, dematerialization of shares, nonreceipt of annual report or declared dividend, etc. The shareholders grievances committee met four times during the year. During the year ended 31^st March, 2016, the Company did not receive any complaint from any of its members.

BOARD MEETINGS

Six meetings of the Board were held during the year under review. One meeting of the Independent Directors was also held during the year.

BOARD EVALUATION

CSR COMMITTEE

INTERNAL CONTROL SYSTEM

RISK MANAGEMENT

EMPLOYEE:

Relations between the management and employees were cordial through-out the year.

The particulars of employees required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as annexure 3 and forms part of this report.

Information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, and forming part of Directors'' Report for the year ended 31^st March, 2016 is given in a separate annexure to this report. The said annexure is not being sent alongwith this report to the members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members, who are interested in obtaining these particulars, may write to the Company Secretary at the Registered Office of the Company. The aforesaid annexure is also available for inspection by the members at the registered office of the Company, 21 days before the 20^th annual general meeting and upto the date of the said annual general meeting during normal business hours on working days.

AUDITORS

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors of your Company shall retire at the forthcoming Annual General Meeting. However, they are eligible for reappointment. Members are requested to appoint the Auditors and fix their remuneration.

During the year, Secretarial Audit was carried out by Mr. Upendra C. Shukla, Practicing Company Secretary for the financial year 2015-16. The report on the Secretarial Audit is appended as Annexure 4 to this report. According to the Board of Directors the report does not have any adverse remark.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

No such order was passed by any of the authorities, which impacts the going concern status and company''s operations in future.

EXTRACT OF ANNUAL RETURN

An extract of Annual Return in Form MGT-9 in pursuance to the provisions of Section 92(3) of the Companies Act, 2013 is annexed to this report as Annexure 5 and forms part of this report.

VIGIL MECHANASIM

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The whistle blower policy is adopted by the Board of Directors and is hosted on the website of the Company.

FRAUD REPORTING

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors. PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE

Since the Company doesnot have any woman employee, the provisions of the ''Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act are not applicable.

CAUTIONARY STATEMENT

ACKNOWLEDGEMENT

The Directors wish to place on record their deep sense of appreciation to the Company''s Bankers, all the staff members for their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in the management of the Company.

For and on behalf of the Board

Mumbai, (PRAMOD P. SHAH)

May 26,2016 CHAIRMAN

(DIN: 00685016)

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Eighteenth Annual Report together with the audited statements of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS:

Year ended Year ended 31.03.2014 31.03.2013

Profit before Depreciation & Tax 1,01,36,737 44,12,562

Less: Depreciation 25,202 27,235

Profit before Tax 1,01,11,535 43,85,327

Less: Provision for Tax 32,00,000 8,15,000

Deferred Tax (25,305) (35,016)

Short/(Excess) Provision for tax for -- ( 5,276) earlier years

Profit after Tax 69,36,840 36,10,619

DIVIDEND

Considering the exigencies of the funds for increasing business, your Directors have not recommended dividend.

OPERATION

The total income including other income for the year under review was marginally lower compared to previous year. However, reduced financial costs as also other expenses, resulted in the higher pre-tax profit. The total income for the year was Rs.759.48 lacs as against Rs.787.39 lacs a year ago. The pre-tax profit was recorded at Rs. 101.12 lacs as against Rs.43.85 lacs in the previous year, a jump of 130%.

Economic slow down adversely effected the investment sentiments both in primary and secondary markets.

ISSUE OF SHARES

Your Directors propose to issue 33,44,000 Equity Shares of Rs. 10/- each of the Company at a premium of Rs.75/- per share or at such other premium as permissible under the SEBI guidelines, through prospectus and get the capital of the Company listed on SME platform of the BSE.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee, comprising of Ms. Ankita Shah, Mr. Hitesh Shah and Mr. Girish Jajoo. The terms of reference of the Committee are in accordance with the provisions of the requirement of RBI guidelines, which inter alia includes - *

* Compliance status of all NBFC regulation

* Accounting Standards compliance

* Internal Audit reports relating to operations

* Review of finalisation of accounts

* Review of budget Vs. Actuals

* Outstanding receivables and payables

EMPLOYEES

During the year, relations between the management and employees were cordial. Since none of the employees of the Company was in receipt of a remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum, particulars pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 are not furnished.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information pursuant to the provisions of Section 217( 1 )(e) of the Act is not given. During the year, the Company did not earn nor spend any foreign exchange during the year.

All our Non-Executive (Independent) Directors were appointed by the Board of Directors in its meeting held on 01st March, 2013 as Additional Directors and in the previous Annual General Meeting held on September 18, 2013 as directors liable to retire by rotation under the provisions of the erstwhile Companies Act, 1956. As the tenure of these directors were not fixed, the Board of Directors of your Company think it prudent to appoint Mr. Hitesh S. Shah, Mr. Priyesh Jhaveri and Ms. Ankita M. Shah as Independent Directors in the forthcoming Eighteenth Annual General Meeting for a term of upto five consecutive years .

Mr. Pramod P. Shah will retire by rotation in the ensuing Annual General Meeting and being eligible offers himself for reappointment.

Profile of Directors seeking appointment are provided in the Notice convening the Annual General Meeting.

AUDITORS' REPORT:

Notes to the accounts provide suitable explanations to the remarks made by auditors in their report. Hence, no separate explanation is given.

AUDITORS

M/s. Kochar & Associates, Chartered Accountants, Statutory Auditors of your Company, shall retire at the forthcoming Annual General Meeting and offers themselves for reappointment. A certificate from them has been received to the effect that their re-appointment as Statutory Auditors of the company, if made, would be within the limits prescribed under Section 139 of the Companies Act, 2013. Members are requested to appoint auditors and fix their remuneration,

COMPLIANCE REPORT

The Company has obtained a Compliance Report from Mr. Upendra Shukla, Practising Company Secretary, under the provisions of Section 383 A of the Companies Act, 1956 and the same is annexed.

ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, customers and other business associates. The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

(PRAMOD P. SHAH) CHAIRMAN

Place: Mumbai

Date: 03/05/2014

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting their Seventeenth Annual Report together with the audited statements of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS:

Year ended Year ended 31.03.2013 31.03.2012

Profit before Depreciation & Tax 45,85,327 1,58,59,422

Less: Depreciation 27,235 17,361

Profit before Tax 43,85,327 1,58,42,061

Less: Provision for Tax 8,15,000 52,00,000

Deferred Tax (35,016) (4,364)

Profit after Tax 36,10,619 1,06,46,425

DIVIDEND

To conserve the financial resources, your Directors have not recommended dividend.

OPERATION

The total income for the year under review was marginally higher at Rs.787.39 lacs as against Rs.757.48 lacs in the previous year. However, due to steep increase in financial cost as also loss on account of derivatives, the profitability was adversely effected. The pre-tax profit for the year was Rs.43.85 lacs as against Rs.158.42 lacs a year ago.

Sentiments in primary market remained sub-due as also secondary market remained highly volatile through out the year. Economic slow down further effected sentiments and volume of transaction remained poor. world over and subdue sentiments may affect the financing activity of the Company. With revival of economy, your Directors are hopeful that the sentiments shall improve.

CONVERSION OF COMPANY

As decided by the members in their Extra-Ordinary General Meeting held on 15/02/2013 the Company was converted to 'Public Limited'. The Registrar of Companies was approached, who issued a fresh Certificate of Incorporation on 5th April, 2013. Accordingly, the name of the Company stands changed to SPS Finquest Limited w.e.f 05th April,2013.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that :

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments 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 of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee, comprising of Mrs. Rina Shah, Mr. Sandeep Shah and Mr.

Girish Jaoo. The terms of reference of the Committee are in accordance with the provisions of the requirement of RBI guidelines, which inter alia includes -

* Compliance status of all NBFC regulation

* Accounting Standards compliance

* Internal Audit reports relating to operations

* Review of budget Vs. Actual s

* Outstanding receivables and payables

EMPLOYEES

During the year, relations between the management and employees were cordial. Since none of the employees of the Company was in receipt of a remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum, particulars pursuant to the provisions of Section 217 (2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rule,1975 are not furnished.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information pursuant to the provisions of Section 217(1)(e) of the Act is not given. During the year, the Company did not earn nor spend any foreign exchange during the year.

DIRECTORS:

The Board of Directors in its meeting held on 05th April, 2013 had appointed Mr. Hitesh S. Shah, Mr. Priyesh Jhaveri and Ms. Ankita M. Shah as Additional Directors. They would be vacating their respective office in the ensuing Annual General Meeting under the provisions of Section 260 of the Companies Act, 1956. The Company has received notices from some of its members in pursuance to the provisions of Section 257 of the Act alongiwith refundable deposits, conveying the intention of proposing the appointments of Mr. Hitesh S. Shah, Mr. Priyesh Jhaveri and Ms. Ankita M.

Shah as Directors.

Ms. Rina Shah resigned as Director from the Board on 05th April, 2013. Your Directors wishes to place on record their appreciation for dedicated services rendered by Ms. Rina Shah during her association with the Company.

AUDITORS' REPORT:

Notes to the accounts provide suitable explanations to the remarks made by auditors in their report. Hence, no separate explanation is given.

AUDITORS

M/s. Bhavna Pandya & Co., Chartered Accountants, Auditors of your Company, shall retire at the forthcoming annual general meeting. Members are requested to appoint auditors and fix their remuneration.

COMPLIANCE REPORT

The Company has obtained a Compliance Report from Mr. Upendra Shukla, Practising Company Secretary, under the provisions of Section 383A of the Companies Act, 1956 and the same is annexed.

For and on behalf of the Board of Directors

(PRAMOD P. SHAH) CHAIRMAN

Place: MUMBAI Date: 26/06/2013

Mar 31, 2012

The Directors have pleasure in presenting their Sixteenth Annual Report together with the audited statements of Accounts for the year ended 31st March. 2012.

FINANCIAL HIGHLIGHTS:

Year ended Year ended 31.03.2012 31.03.2011

Profit Imbue Depreciation & lax 1.58.59.422 28,18:121

less: Depreciation 17.361 4.8011

Profit before Tax 1.58.42.061 28.13.621

Less: Provision For Tax 52.110.000 5.85.000

(4.364) 200

Deferred

Profit after Tax 1.06.46.425 2228.821

DIVIDEND

Your Directors have not recommended

dividend.

OPERATION

The Company recorded a higher income of Rs 769.91 lacs for the year under review as against Rs.196.50 lacs in the last year. The income from stock funding was substantially higher at Rs.689.97 lacs as against Rs.1 37.44 lacs a year ago. Income from 1PO funding was lower due to poor sentiments in primary market.

The Company also earned a higher pre- tax profit of Rs.28.14 lacs. The Company earned a record pre-tax profit of Rs. 158.42 lacs as against Rs. 28.14 lacs in the previous year.

Sentiments in primary market remained very poor resulting in reduced IPOs. Volatile Secondary Market and subdue sentiments may affect the financing activity of the Company. With revival of economy, your Directors are hopeful that the sentiments shall improve.

DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act.1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same:

(ii)they have selected such accounting policies and applied them consistently and made judgments and estimates that ate 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 loss of the Company for that year:

1iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for presenting and detecting fraud and other irregularities:

(iv) they have prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Board of Directors has constituted the Audit Committee, comprising of Mr. Sandeep Shah. Mrs. Rina Shah & Mr. Girish Jajoo

The terms of reference of the Committee are in accordance with the provisions of the requirement of RBI guidelines, which inter alia includes -

- Compliance status of all NBFC regulation Accounting Standards compliance

- Internal Audit reports relating to operations - Review of budget Vs. Actuals

- Outstanding receivables and payables

Two Audit Committee meetings were held during the financial year ended 31" March. 20I2 viz. on 20. July, 2011 and 13/03/2012.

EMPLOYEES

During the year. relations between the management and employees were cordial. Since none of the employees of the Company was in receipt of a remuneration exceeding Rs.5.00.000/- per month or Rs.60.00,000/- per annum, particulars pursuant to the provisions of Section 217 (2A) of the Companies Act,I956 read with the Companies (Particulars of Employees) Rule,1975 are not furnished.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information pursuant to the provisions of Section 217(1 )(e) of the Act is not given. During the year. the Company did not earn nor spend any foreign exchange during the year.

AUDITORS' REPORT:

Notes to the accounts provide suitable explanations to the remarks made by auditors in their report. Hence, no separate explanation is given.

AUDITORS

M/s. Bhavna Pandya & Co.. Chartered Accountants. Auditors of your Company. shall retire at the forthcoming annual general meeting. Members are requested to appoint auditors and lix their remuneration.

COMPLIANCE REPORT

The Company has obtained a Compliance Report from Mr. Upendra Shukla, Practicing Company Secretary. under the provisions of Section 383A of the Companies Act. 1956 and the same is annexed.

For and on behalf of the Board of Directors

(PRAMOD P. SHAH)

CHAIRMAN

Place: MUMBAI

Date: 29/06/2012

Mar 31, 2011

Dear Members,

The Directors have pleasure in presenting their fifteenth Annual Report together with the audited statements of Accounts for the year ended 31 st March, 2011.

FINANCIAL HIGHLIGHTS: 'Rs.

Year ended Year ended 31.03.2011 31.03.2010

Profit before Depreciation & Tax 28,18,421 27,940

Less: Depreciation 4,800 880

Profit before Tax 28,13,621 27,060

Less: Provision for Tax 5,85,000 27,000

Deferred Tax 200 1,174

Profit after Tax 22,28,821 1,234

DIVIDEND

To further consolidate the financial position of the Company, your Directors have not recommended dividend.

OPERATION

Your Directors are pleased to report that the Company successfully undertook the margin funding activities besides other allied activities such as IPO funding, etc. The Company recorded an income of Rs.219.72 lacs as against Rs.2.26 lacs a year ago. The Company also earned a higher pre-tax profit of Rs.28,14 lacs.

Volatile capital market and sluggish primary market may affect the financing activity of the Company. However, efforts are being made to increase the income.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departure have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments 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 loss of the Company for that year;

(iii) they have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

EMPLOYEES

During the year, relations between the management and employees were cordial. Since none of the employees of the Company was in receipt of a remuneration exceeding Rs.5,00,000/- per month or Rs.60,00,000/- per annum, particulars pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rule, 1975 are not furnished.

CONSERVATION OF ENERGY, ETC.

Since your Company was not engaged in any manufacturing activity, information pursuant to the provisions of Section 217(l)(e) of the Act is not given. During the year, the Company did not earn nor spend any foreign exchange during the year.

AUDITORS' REPORT:

Notes to the accounts provide suitable explanations to the remarks made by auditors in their report. Hence, no separate explanation is given.

AUDITORS

M/s. B.M. Udeshi & Co., Chartered Accountants, Auditors of your Company, shall retire at the forthcoming annual general meeting. Members are requested to appoint auditors and fix their remuneration.

For and on behalf of the Board of Directors

(PRAMOD P. SHAH) CHAIRMAN

Place: MUMBAI Date: 20/07/2011

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