Directors Report of SSPN Finance Ltd.

Mar 31, 2024

Your Directors are pleased to present the Annual Report of SSPN Finance Limited along with
the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

(Amount in Rs.)

Particulars	Year ended March 31,	Year ended March
	2024	31, 2023
Net Sales/Income from Operations	25,73,362	25,91,597
Other Income	2,180	1,16,324
Less: Expenditure	24,95,500	27,02,826
Profit/(Loss) before taxation	80,041	5,095
Less: Tax provisions	-	-
Deferred Tax	1,662	1,849
Prior Year Tax	-	-
Profit/(Loss) after tax	78,379	3,247

OPERATIONS REVIEW

The Income from operation for the financial year 2023-24, for the year under review was at
Rs. 25,73,362 as compared to Rs. 25,91,597 during the financial year 2022-23. The company
Profit after tax has registered a rise from Rs. 3,247 to Rs. 78,379 over the previous year.

SHARE CAPITAL

During the year under review the Company has not issued Equity shares. The Company has
not granted any stock options or sweat equity. The total shares issued are 37,86,400 and out of
which 36,91,350 are in demat form representing 97.49% and the rest i.e. 95,050 representing
2.51% in physical mode.

DIVIDEND

With a view to strengthen the financial position of the Company, no dividend has been
recommended for the financial year ended March 31, 2024.

TRANSFER TO RESERVES

No amount was transferred to the reserves during the financial year ended March 31, 2024.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND

There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

DIRECTORS AND KEY MANEGERIAL PERSONNEL

The Changes in the directors and Key Managerial Personnel during the year are as under:

A. Appointment of Mr. Sachin Ramchandra Vadgave as an additional director of the Company.
MEETINGS OF THE BOARD OF DIRECTORS

During the financial year 2023-2024, 5 (Five) Meetings of the Board of Directors of the
Company, 3 (Three) meeting of the Audit Committee and 2 (Two) meeting of the Nomination
and Remuneration Committee were held.

The details of Board Meetings are given below:

Date	Serial Number
30/05/2023	01/2023-2024/BM
20/06/2023	02/2023 -2024/BM
08/07/2023	03/2023-2024/BM
10/07/2023	04/2023 -2024/BM
14/11/2023	05/2023 -2024/BM
28/02/2024	06/2023 -2024/BM

The details of the Audit Committee Meetings are given below:

Date	Serial Number
30/05/2024	01/2023-2024/AC
08/7/2024	02/2023 -2024/AC
14/11/2024	03/2023-2024/AC
28/02/2024	04/2023 -2024/AC

The details of the Nomination and Remuneration Committee Meetings are given below:

Date	Serial Number
30/05/2024	01/2023-2024/NRC
08/7/2024	02/2023 -2024/NRC
14/11/2024	03/2023 -2024/NRC
28/02/2024	04/2023 -2024/NRC

The details of the Stakeholder Relationship Committee Meetings are given below:

Date	Serial Number
30/05/2024	01/2023 -2024/SRC
14/11/2024	02/2023-2024/SRC

DISCLOSURE OF ANNUAL RETURN

The extract of Annual Return, pursuant to the provisions of Section 92(3) of the Companies
Act, 2013 and Rule 12 of the Companies (Management and administration) Rules, 2014, for
the financial year ended 31^st March, 2024, is furnished in Form MGT-9 and is attached as
“ANNEXURE I” and forms part of this report. The web address of the Company where the
Annual Return has been placed is as follows:
www.sspnfin.com

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134[3][c] read with Section 134(5) of the Companies Act, 2013, the Board
of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been
followed and in case of any material departures, proper explanations have been given for
the same in the accounts itself;

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

c. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate operating effectively;

f. Being a listed company, the directors, have laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB¬
SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

No frauds were reported by the Company’s Statutory / Cost / Internal / Secretarial Auditors
during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 read with SEBI
Listing Regulations so as to qualify themselves to be appointed as Independent Directors under
the provisions of the Companies Act, 2013 and SEBI Listing Regulations.

COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT, PAYMENT
OF REMUNERATION AND DISCHARGE OF THETR DUTIES

In accordance with the provision of Section 178 of the Companies Act, 2013, the Board has
constituted Nomination and Remuneration Committee (NRC). The Board on recommendation
of NRC had approved a policy setting out the criteria for determining qualifications, positive
attributes, independence of Directors and other matters provided under Section 178(3) of the
Act. The salient features/ changes in the policy are attached herewith as “Annexure-II”. For
viewing the complete policy, you may kindly visit the following web- address of the Company:
www.sspnfin.com

AUDITORS

STATUTORY AUDITORS

Pursuant to the provisions of section 139, of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, Jain Anil & Associates, Chartered Accountants, bearing
Registration No. 0115987W, hold office up to the conclusion of the Annual General meeting
to be held in the year 2026. The Company has received a certificate from the said auditors that
they are eligible to hold office as the Auditors of the company.

SECRETARIAL AUDITORS

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 Ms. Divya Mota to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report is annexed herewith as “Annexure-III” and forms an integral part of this report.

There are no qualifications, reservations or adverse remark or disclaimer made by the auditor
in their Report.

INTERNAL AUDITOR

Pursuant to the provisions of section 138, of the Companies Act, 2013 and the Companies
(Audit and Auditors) Rules, 2014, Shweta Mundra, Company Secretary in whole time practice
conducted the internal audit of the company for the year 2023-24. The Company has received
a certificate from the said auditors that they are eligible to hold office as the Auditors of the
company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY
AUDITORS, COST AUDITORS AND SECRETARIAL AUDITOR TN THETR
REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the
Auditors in their report. The observations of the Statutory Auditors, when read together with
the relevant notes to the accounts and accounting policies are self explanatory.

The Secretarial Audit report is annexed herewith as “Annexure-III”. The observation made
by the Secretarial Auditors in their report for the financial year ended 31^st March, 2024 read
with the explanatory notes therein are self explanatory, and therefore do not call for any further
explanation or comments.

The Cost audit of the Company has not been conducted for the financial year 2023-2024 as
provisions of Section 148 of the Companies Act, 2013 are not applicable on the Company.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified under Section 148(1) of the Act, is not required by
the Company and accordingly such accounts and records are not made and maintained by the
Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER
SECTION 186

During the year under review, the Company has not given any loans or guarantees or made
investments under Section 186 of the Companies Act, 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

All related party transactions that were entered into during the financial year ended March 31,
2024 were on an arm’s length basis and were in the ordinary course of business. Therefore, the
provisions of Section 188 of the Companies Act, 2013 were not attracted. Further, there are no
materially significant related party transactions during the year under review made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large. Thus, disclosure
in Form AOC-2 is not required.

STATE OF THE COMPANY’S AFFAIRS AND FUTURE OUTLOOK

The Company is engaged in the business of offering micro to small ticket sized secured and
unsecured loans to help small vendors and small business owners. The Company is being
optimistic about its future activities and aims higher profits with increased revenue in the years
to come.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR
AND THE DATE OF THIS REPORT

There were no material changes and commitments affecting the financial position of the
company between the end of the financial year and the date of this report.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act,
2013 read with the Rule 8 of the Companies (Account) Rules, 2014 in respect of Conservation

of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc are furnished
below:

(A) Conservation of energy: Not Applicable

Steps taken or impact on conservation
of energy

Steps taken by the Company for
utilizing alternate sources of energy

Capital Investment in energy
conservation equipments

(B) Technology Absorption: Not Applicable

Efforts made towards technology absorption
Benefits derived like product improvement, cost reduction, product development or import substitution
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
Details of technology imported
Year of import
Whether technology has been fully absorbed
If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
Expenditure incurred in Research and Development

(C) Foreign Exchange Earnings and Outgo:

During the year under review, the Company has neither earned nor used any foreign exchange.

DISCLOSURE FOR DEVELOPMENT AND IMPLEMENTATION OF THE RTSK
MANAGEMENT POLICY

Risks are events, situations or circumstances which may lead to negative consequences on the
Company’s business. Risk management is a structural approach to manage uncertainty. A
formal approach to Risk Management is being adopted by the Company and key risk will now
be managed within unitary framework. The Risk Management process in our business,
operations, over the period of time will become embedded into the Company’s business
systems processes, such that our responses to risks remain current and dynamic.

DISCLOSURES RELATING TO CORPORATE SOCIAL RESPONSIBILTY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company
for the year under review.

ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

During the year, in terms of the requirements of the Companies Act, 2013, the Board carried
out the evaluation of the Board as a whole, Board Committees and Directors. The evaluation
process focused on various aspects of the functioning of the Board and Committees such as
composition of the Board and Committees, experience and competencies, performance of
specific duties and obligations etc. A separate exercise was carried out to evaluate the
performance of individual Directors on parameters such as attendance, contribution and
independent judgement.

Based on the outcome of the evaluation, the Board and Committees have agreed on various
actions to further improve the effectiveness and functioning of the Board and Committees.

REPORT ON THE HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES AND THETR CONTRIBUTION
TO THE OVERALL PERFORMANCE OF THE COMPANY DURING THE PERIOD
UNDER REVIEW

During the year under the review, the Company does not have any Associate, Subsidiary or a
Joint Venture.

CHANGE IN NATURE OF BUSINESS DURING THE YEAR

During the year under the review, there were no changes in the nature of business of the
Company.

DEPOSITS

The Company has not accepted any deposits during the year under review.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS

No orders have been passed by any Regulator or Court or Tribunal which can have impact on
the going concern status and the Company’s operations in future.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate systems of internal financial control commensurate with
its size and nature of operations. The system of internal controls ensures that all activities are
monitored and controlled against any unauthorized use or disposition of assets and that the
transactions are authorized and reported correctly.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PROHIBITION, PREVENTION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of
The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to redress complaints received
regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during
the year 2023-2024:

• No. of complaints received: Nil

• No. of complaints disposed off: Nil

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES

The Company has established Whistle Blower Policy for Directors and employees to report
genuine concerns, to deal with instances of fraud and mismanagement, if any, and to ensure a
clean and transparent environment for conducting business and also ensures adequate
safeguards against victimization of persons who use such mechanism.

The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations.

PARTICULARS OF EMPLOYEES

There were no employees of the Company during the financial year ended 31^st March 2024,
and therefore the Company need not disclose the details required to be mentioned under Section
197 of the Act read with rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

CORPORATE GOVERNANCE

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, para C of Schedule V relating to Corporate Governance Report, shall not
apply to company listed on SME Exchange. The Company being a company listed on BSE
SME Platform, preparation of corporate governance is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the Regulation 34 read with Schedule V of SEBI (LODR) Regulations, 2015,
Management Discussion and Analysis is set out in the Annual Report as “Annexure-IV”.

FAMILIARISATION PROGRAMME AND PERFORMANCE FOR INDEPENDENT
DIRECTORS

The Company held the familiarization programme for the Independent Directors of the
Company and familiarized the Independent Directors with their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model of the
Company. The Independent Directors looked after the activities of the Company and provided
their valuable opinions as and when needed.

SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable Secretarial
Standards.

ACKNOWLEDGEMENTS

The Directors would like to express their sincere appreciation for the assistance and co¬
operation received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review.

FOR SSPN FINANCE LIMITED

SACHIN Digitally signed by Digitally signed by

SACHIN RAMCHANDRA Rhunesh Kumar

RAMCHANDRA VADGAVE ''

VADGAVE 05''30'' h Kumari5:22:28 05''30''

SACHIN VADGAVE BHUPESH KUMAR

DIN:09331430 DIN:07642783

DIRECTOR DIRECTOR

DATE: 14.11.2024
PLACE: MUMBAI

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 3rd Annual Report and the Audited Financial Statement for the financial year ended March 31, 2015.

HIGHLIGHTS OF FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31,2015 is summarised below:

Particulars 2014-2015 2013-2014 (Rs.) (Rs.)

Net Revenue from Operations 45,62,391.00 22,11,837.00

Other Income 21,687.00 1,974.00

Less: Expenditure 38,86,683.00 13,45,545.00

Profit before Depreciation & 6,97,395.00 8,66,266.00 Amortization and Finance costs

Depreciation & amortization 4,41,277.00 1,53,402.00

Profit after Depreciation & 2,56,118.00 7,12,864.00 amortization but before Finance costs

Finance Costs 1,63,242.00 4,55,901.00

Profit before tax 92,876.00 2,58,964.00

Less: Tax Expenses 12,634.00 79,734.00

Profit after tax 80,242.00 1,79,230.00

Add/Less: Profit / (Loss) brought 3,90,777.00 2,11,547.00 forward

Amount Transferred to Reserves 4,71,019.00 3,90,777.00

STATE OF COMPANY'S AFFAIRS

The Company has earned Net Revenue of Rs. 45,84,078/- from financial advisory and consulting and Interest earned on Loans as compared to net revenue of Rs. 22,13,811/- from operations in the last financial year. The profit after tax was at Rs. 80,242.00/- during the current financial year.

BUSINESS OPERATIONS

The Company has carried out during the year under review various financial and investment activity as its main source of income and has earned returns in the form of interest and professional fees for rendering financial and other advisory services.

The highlights of operations and performance of the Company during the year are summarized below:

Particulars 2014-2015 2013-2014

Financial Advisory and Consultancy 6,05,000 2,00,000

Brokerage earned on Trading in Securities 4,145 Nil

Interest earned on Loans 39,91,363 20,11,837

Interest earned on IT Refund 21,687 1,974

DIVIDEND

In order to conserve resources for operational purposes, your Directors have not recommended any dividend on the equity shares for the year under review.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Holding/ Subsidiary/ Associate Company during the period under review.

EXTRACT OF THE ANNUAL RETURN

An extract of the Annual Return for the year ended March 31, 2015 as provided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as "ANNEXURE-I" and forms part of this report.

BOARD MEETINGS

During the financial year 2014-2015, the Board of Directors met 11 times on 07.04.2014, 26.06.2014, 20.08.2014, 01.09.2014, 05.09.2014, 26.09.2014, 23.10.2014, 11.11.2014, 29.12.2014, 13.02.2015, 29.03.2015. The gap between any two meetings has been less than four months.

Details of the Board of Directors and Attendance Record of Directors during the financial year ended March 31, 2015 is as under:

Name DIN Board Meetings Board Meetings held attended

Chandu Keshrimal Jain 02412955 11 11

Ankur Kkrishnakant Choksi 02327417 11 5

Mani Anantanara 05114472 11 11

Sunil Rikabchaand Jain 06554219 11 5

Jairaj Vinod Bafna 06637142 11 5

Bhavna Pravin Purav 00132298 11 NIL

SHARE CAPITAL

During the year 2014-15, the Company has issued 7,50,000 Equity Shares of Rs. 10/- each by way of Initial Public Offer (IPO) on the Bombay Stock Exchange - Small Medium Exchange Platform (BSE-SME)

Subsequent to the IPO, the Company has obtained the Listing Approval from Bombay Stock Exchange Limited (BSE-SME) for the entire equity share capital of the Company.

At present, the entire equity share capital i.e. 1,89,32,000 divided into 18,93,200 Equity shares of Rs. 10/- each is listed and traded on BSE-SME platform. Apart from IPO, there was no further allotment or any change in the Share Capital of the Company during the financial year ended March 31,2015.

The proceeds of IPO were utilized for Augmenting of Working Capital expenses as per the objects of the issue as mentioned in the Prospectus issued by the Company.

RELATED PARTIES TRANSACTIONS

All the transactions with related parties are in the ordinary course of business and on arm's length basis. The details of the transactions entered into between the Company and the related parties on an arm's length basis is given in AOC-2 as "ANNEXURE II"

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not made any transactions so there are not particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE

There has been no material changes and commitments affecting financial position of the Company that have occurred between the balance sheet date and date of this report.

IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS

There have been no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.

DIRECTORS

Mr. Chandu Jain (DIN # 02412955) will retire by rotation and being eligible, offers himself for re-appointment. Appointment of Mr. Chandu Jain (DIN # 02412955) is in compliance with the provisions of Section 164(2) of the Companies Act, 2013. The Board of Directors recommends his re- appointment.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, the Board of Directors had appointed Ms. Bhavna Pravin Purav (DIN # 00132298) (Women Director - Non Executive) as an Additional Director on the Board of the Company designated as, with effect from June 01, 2015. In accordance with the provisions of the aforesaid section, Ms. Bhavna Pravin Purav (DIN # 00132298 holds office up-to the date of the 8th Annual General Meeting (AGM) of the Company. The appointment shall be confirmed by the members at the AGM of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 with respect to the directors' responsibility statement, it is hereby confirmed that:

(a) in the preparation of the annual accounts for the year ended March 31, 2015 the applicable Accounting standards had been followed along with proper explanation relating to the material departures;

(b) the Directors of the Company had 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, as at March 31, 2015 and profit of the Com pany for the year ended March 31, 2015.

(c) the Directors of the Company had taken proper and sufficient care for the maintenance of proper 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 Directors of the Company had prepared the accounts of the Company for the financial year ended March 31, 2015 on a going concern basis and;

(e) the Directors of the Company had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

The Company, like any other enterprise, is exposed to business risk which can be an internal risks as well as external risks. Any unexpected changes in regulatory framework pertaining to fiscal benefits and other related issue can affect our operations and profitability. However the Company is well aware of the above risks and as part of business strategy has formulated a Risk Management Policy

The Risk Policy approved by the Board, clearly lays down the roles and responsibilities of the various functions in relation to risk management covering a range of responsibilities, from the strategic to the operational. These role definitions, inter alia, provide the foundation for your Company's Risk Management Policy and Framework that is endorsed by the Board and is aimed at ensuring formulation of appropriate risk management procedures, their effective implementation across the Company and independent monitoring and reporting by Internal Audit. Backed by strong internal control systems, the Company is in the process of implementing the current Risk Management Framework that consists of the following key elements:

* The Corporate Risk Management policy facilitates the identification and prioritization of strategic and operational risks, development of appropriate mitigation strategies and conducts periodic reviews of the progress on the management of identified risks

* A combination of risk policy and unit wise evolved procedures brings robustness to the process of ensuring that business risks are effectively addressed.

* Appropriate structures are in place to proactively monitor and manage the inherent risks in businesses with unique / relatively high risk profiles.

* A strong and independent Internal Audit function at the corporate level carries out risk focused audits across all businesses, enabling identification of areas where risk management processes may need to be strengthened. The Board of Directors reviews Internal Audit findings, and provides strategic guidance on internal controls. The Board of Directors closely monitors the internal control environment within the Company including implementation of the action plans emerging out of internal audit findings.

* At the Business level, Internal Audit Department personnel continuously verify compliance with laid down policies and procedures, and help plug control gaps by assisting operating management in the formulation of control procedures for new areas of operation.

* The periodical planning exercise requires all units to clearly identify their top risks and set out a mitigation plan with agreed timelines and accountability. Top Management and Unit heads confirm periodically that all relevant risks have been identified, assessed, evaluated and that appropriate mitigation systems have been implemented.

The combination of policies and processes as outlined above is expected to adequately address the various risks associated with your Company's businesses.

Annual evaluation by the Board

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

BOARD COMMITTEES

The Company has the following Committees of the Board:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.

BOARD INDEPENDENCE:

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act,2013:-

Mrs. Bhavna Pravin Purav (w.e.f. March 30, 2015)

Mr. Sunil Rikabchand Jain (w.e.f. October 23, 2014)

Mr. Jairaj Vinod Bafna (w.e.f. October 23, 2014)

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate citizen. The Companies Act, 2013, pursuant to the provision of Section 135, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. However, our Company does not fall under the requisite criteria and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors of SSPN Finance Limited is committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal.

The Company's Whistleblower Policy encourages Directors and employees to bring to the Company's attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the conduct that could adversely impact the Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company's Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistleblower Policy is overseen by the Board of Directors and no employee has been denied access to the Committee. The Whistleblower Policy is available on the Company's website www.sspn.co.in

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information.

The Company's independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements.

The Financial Statements of the Company are prepared on the basis of the Significant Accounting Policies that are carefully selected by management and approved by the Board. These, in turn are supported by a set of divisional Delegation Manual & Standard Operating Procedures (SOPs) that have been established for individual units/ areas of operations.

The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

CHANGE OF MANAGEMENT / OPEN OFFER:

During the previous year under review, there has been no change in the management of the Company.

SHIFTING OF REGISTERED OFFICE:

The registered office of the Company has not changed during the year under review.

NO. OF MEETINGS OF THE BOARD:

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The Board met 11 (Eleven) times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013..

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 52 of the Listing Agreement.

BOARD EVALUATION

Clause 52 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

None of the independent directors are due for re-appointment.

RETIREMENTS AND RESIGNATIONS

During the year under review, none of the Directors of the Company have resigned from the Board of the Company. Mr. Chandu Jain, Director of the Company is proposed to retire by rotation

AUDITORS AND INDEPENDENT AUDITORS' REPORT

The present Statutory Auditor of the Company had vide their letter dated August 28, 2015 have expressed their unwillingness to continue as the Statutory Auditor of the Company due to their pre-occupation in other assignments, the Board of Directors have recommended the appointment of CA Kamlesh Mehta, Chartered Accountant, (Membership No. 36323) & Partner of Shah Gandhi & Co (FRN. 109569W) as the Statutory Auditor of the Company for the financial year 2015-16, also the Company have received the eligibility letter under section 139 of the Company Act 2013, stating that if their appointment is confirmed, it will be in conformity under the provisions of the Act. The Company has received special notice from a member of the Company for proposing appointment of CA Kamlesh Mehta, Chartered Accountant as Statutory Auditor of the Company as per the provisions of section 115 of the Act.

SECRETARIAL AUDIT REPORT

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Amit R. Dadheech & Associates, Company Secretaries were appointed as Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as "ANNEXURE III" and forms part of this report.

COST AUDITORS

Cost Audit is not applicable to the Company during the financial year under review.

DEPOSITS

The Company has not accepted any deposits within the meaning of Chapter V of The Companies Act, 2013 during the year under review. No deposit remained unpaid or unclaimed as at the end of the year and accordingly there has been no default in repayment of deposits or payment of interest thereon during the year.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, RESEARCH &DEVELOPMENT AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Energy conservation measures taken : Nil

(b) Additional investments and proposals if any, being implemented for reduction of consumption of energy : Nil

(c) Impact of the measures at (a) and (b) above for reduction of energy consumption and consequent impact on : Nil the cost of production of goods

(d) Total energy consumption and energy consumption per unit of production : Nil

FORM-A: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

A. Power and fuel consumption : Nil

B. Consumption per unit of production : Nil

TECHNOLOGY ABSORPTION

FORM-B: FORM FOR DISCLOSURE OF PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION ETC.,

I Research and Development : Nil

II Technology Absorption, Adaptation and Innovation : Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

I. Earnings in Foreign Exchange during the year : Nil

II. Foreign Exchange outgo during the year : Nil

ANTI SEXUAL HARASSMENT POLICY

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013". The Company has in place an Anti Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been set up to redress the complaints received regarding sexual harassment at workplace. All employees including trainees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received: Nil

Number of Complaints disposed off: Nil

PARTICULARS OF EMPLOYEES

Particulars of employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are made available at the registered office of the Company. The members desirous of obtaining the same may write to the Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENTS

Your Directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, suppliers, customers and business associates. Your Directors also wish to place on record their deep sense of appreciation for the committed services by your company's employees. Your Directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.

By Order and on behalf of the board Sd/-

Mr. Chandu K Jain Place: Mumbai Chairman & Managing Director Dated: September 03, 2015

Registered Office: SSPN Finance Limited 106, Siddhesh Apartment, 2nd Khattar Gali, Thakurdwar Road, Charni Road (East), Mumbai-400004