History and Corporate Structure

SP Capital History and Corporate Structure

S.P. Capital Financing Ltd. was incorporated on April 27, 1983 in the state of Maharashtra.

Finance

Total Income - Rs. 2,63,14,433 (year ending March, 2022).

Net Profit - Rs. 1,83,94,125 (year ending March, 2022)

Equity Shares are Listed On

Bombay Stock Exchange

Board of Directors

MR. S.P. JAIN. - FOUNDER CHAIRMAN & MANAGING DIRECTOR

Mr. S.P. Jain, is a graduate in Commerce and also Chartered Accountant . He has over 30 years of experience in fields of Finance, Hotels & Construction Business. He has a wide range of knowledge in project consultancy, management and masters in human resources. With his business acumen and experience he became the pioneer and founder of S.P. Capital Financing Ltd. He is actively associated with a number of Social, Cultural, Commercial and Educational Organizations.

He is the president of WIHRA

MRS. MEENA JAIN - DIRECTOR

MRS. MEENA JAIN IS A Director of the Company.

MR. RAJENDRA LADAKCHAND JAIN - INDEPENDENT NON-EXECUTIVE DIRECTOR

MR. RAJENDRA JAIN IS A Non-Executive Director of the Company

MR. BALDEV L. BHOOLANI - INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Baldev L. Bhoolani has done his Bachelors of Commerce and is also a Graduate in Law.

1) Terms and conditions of appointment of independent directors:


Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill
the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, independent directors shall hold office for a term up to five
consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such,
appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

2) Composition of various committees :

I) AUDIT COMMITTEE:

Audit Committee of Directors comprise of Shri S. P. Jain, Shri Baldev L. Boolani and Shri Rajendra L. Jain. The Committee elected Shri Rajendra L. Jain as the Chairman. The Audit Committee acted
as interface between the management and statutory Auditor and the terms of reference were specified as per the requirement of the Act.

II) NOMINATION & REMUNERATION COMMITTEE

TERMS OF REFERENCE

The Broad terms of reference of the Nomination & Remuneration Committee is to fix remuneration payable to the Directors in terms of provisions of the Companies Act, 2013 and refer the same to the
Board. Nomination & Remuneration Committee of Directors was reconstituted during the year and comprise of Shri Baldev L. Boolani, Mrs. Meena Jain and Shri Rajendra L. Jain.

III) STAKEHOLDERS GRIEVANCES COMMITTEE:

Stakeholders Relationship Committee:

Stakeholder Relationship Committee (Committee) is the Committee of the Board of Directors. The main objective of this Committee is to resolve the grievances of security holders of the company.

Stakeholders Relationship Committee comprise of Shri Baldev Boolani, Mrs Meena Jain and Shri Rajendra Jain

3) Code of Insider Trading:

The Company has adopted a code of conduct for prevention of insider trading in the shares of the Company. The code inter-alia prohibits purchase/ sale, dealing of shares of the Company by the
insiders while in possession of unpublished price sensitive information in relation to the Company.

VIGIL MECHANISM:

The Company has established a vigil mechanism for directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation
of the Company’s code of Conduct. During the financial year 2021-22, no cases under this mechanism were reported to the Company and associate Company. During the year no personnel
has been denied access to the Audit Committee.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted
by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

4) Key Management Personnel :

Sureshchand P Jain -- Managing Director
Sandeep Gopale ---- Chief Financial Officer
Juie Pavle ---- Company Secretary (up to 17th Jan, 2022)
Simran Kashlea ---- Company Secretary (from 22nd March, 2022 to 7th January 2023)
Sonal Naik ----- Company Secretary (wef 27th January 2023).

Shareholding pattern: Quarter ending: March 2023

Category of shareholder

Total no of shares held

Shareholding as a % of total no. of shares

(A) Promoter & Promoter Group

41,67,200

69.31

(B) Public

18,45,000

30.69

Grand Total

60,12,200

100.00

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