SPECTRA INDUSTRIES LIMITED
The Directors present herewith the Twenty Eighth Annual Report together with theAudited Financial Statements for the year ended on 31st March 2020. With effect fromApril 1 2017 your company was required to align its accounting policies and disclosureswith new Indian Accounting Standards or IND-AS (IND AS) as notified under Section 133 ofthe Companies Act 2013 read with Rule 3 of Companies (Indian Accounting Standards) Rules2016 as amended. Accordingly the Financial Statements are prepared in accordance with the(IND AS). Figures of the previous year have been reinstated due to adoption of IND AS.
| ||2019-20 ||2018-19 |
| ||In Rupees ||In Rupees |
|Revenue from operations ||28779 ||5328770 |
|Other Income ||236065 ||732018 |
|Total Revenue ||267844 ||6060788 |
|Less: || || |
|Depreciation ||6356884 ||6454695 |
|Interest ||78490560 ||9631065 |
|Profit Before Tax ||(88216066) ||(292752084) |
|Less: Provision for Taxation || || |
|Current Tax ||- ||- |
|Deferred Tax ||329153 ||(1184816) |
|Tax for earlier Years ||- ||(756699) |
|Profit for the Year ||(87886913) ||(290810569) |
TRANSFER TO RESERVES
There was no transfer of profits made to General Reserve.
OPERATIONS/STATE OF COMPANY'S AFFAIRS
During the year under review net sales turnover Rs. 28779/- as against Rs.5328770/-during the corresponding previous year loss after tax was Rs. 87886913/- asagainst profit of Rs. 290810569/- for the previous year.
IMPACT OF THE COVID-19 PANDEMIC ON THE BUSINESS OF THE COMPANY:
In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally.
This financial year we will focused on integrated supply chain setting up of coldstorages pack houses sorting-grading units and logistical network along with qualitycontrol mechanism.
In view to conserve the resources of the company the Board of Directors do notrecommend any dividend for the financial year 2019-20.
MATERIAL CHANGES & COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year and date of thereport.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS
Four (4) meetings of the Board of Directors were held during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act and Articles ofAssociation Mr. JaidevVinod Kumar Gupta (DIN: 00066999) Director of the Company retiresat the ensuing Annual General Meeting and being eligible offers himself for reappointment.Mr. Shiv Prakash Roongta CFO of the Company resigned with effect from October 22 2019.
Mr. P.S Chandok Independent Director of the Company resigned with effect from January14 2020.
Ms. Priya Makhija Independent Director of the Company re-appointed for the Secondterm with effect from March 09 2020 approved in the Board Meeting held on February 062020 and recommended to Shareholders for their approval at ensuing Annual General Meeting.
DECLARATION FROM INDEPENDENT DIRECTORS
Mrs. Priya Makhija (DIN: 07109712) who is Independent Director have submitteddeclarations that each of them meets the criteria of Independence as provided inSub-Section (6) of Section 149 of the Act and there has been no change in thecircumstances which may affect their status as Independent Directors during the year. Inthe opinion of the Board the Independent Directors possess appropriate balance of skillsexperience and knowledge as required.
AUDIT COMMITTEE OF BOARD OF DIRECTORS
The Audit Committee of the Board of Directors of the Company consists of the followingmembers:
|Sr. No. ||Audit Committee || |
| ||Name of Members ||Designation |
|1 ||Mrs. PriyaMakhija ||Chairperson Independent Director |
|2 ||Mr. Prabhjot Singh Chandok * ||Member Independent Director |
|3 ||Mr. Jaidev Gupta ||Member Executive Director |
Four meetings of the Audit Committee were held during the financial year and *Mr.Prabhjot Singh Chandok Member of the committee resigned w.e.f 14.01.2020.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. To maintain these standards the Company encourages itsemployees who have concerns about suspected misconduct to come forward and express theseconcerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower)mechanism formulated by the Company provides a channel to the Employees and Directors toreport to the management concerns about unethical behaviour actual or suspected fraud orviolation of the Codes of Conduct or Policy. The mechanism provides for adequatesafeguards against victimization of Employees and Directors to avail of the mechanism andalso provide for direct access to the Managing Director/ Chairman of the Audit Committeein exceptional cases. The Whistle Blower Policy (Vigil Mechanism) is revised & placedon the Company's website http://www.spectraindustries.co.in/
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENTDIRECTORS
The Remuneration Policy for Directors and Senior Management and the Criteria forselection of candidates for appointment as Directors Independent Directors SeniorManagement as adopted by the Board of Directors are placed on the website of the Companyon http://www.spectraindustries.co.in/ There has been no change in the policies since lastyear.
We affirm that the remuneration paid to the Directors is as per the terms laid down inthe Remuneration Policy of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: (i) In the preparation of the annualaccounts the applicable accounting standards have been followed and there are no materialdepartures; (ii) They have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;
(iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;(iv) They have prepared the annual accounts on a going concern basis; (v) They have laiddown internal financial controls to be followed by the Company and such internal financialcontrols are adequate and operating effectively; (vi) They have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal financial controls commensurate with itssize of business and meets the required objectives.
The Internal Auditor also regularly reviews the adequacy of internal financial controlsystem.
DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ASSOCIATES
The Company does not have any subsidiary/joint ventures/associates.
EXTRACT OF ANNUAL RETURN
As provided under Sub-Section (3) of Section 92 of the Act the extract of AnnualReturn is enclosed which forms part of the Directors' Report as Annexure I.
The Members of the company had at its Annual General Meeting (AGM) held on 25thSeptember 2017 appointed M/s. Choudhary Choudhary & Co. Chartered AccountantsMumbai (ICAI Registration No-101987W) as the Statutory Auditors for a period of 5 (five)consecutive years from the conclusion of the Twenty-Fifth AGM till the conclusion of theThirtieth AGM subject to ratification of their appointment every year. However in termsof the Notification of issued by the Ministry of Corporate Affairs dated May 7 2018 theproviso requiring ratification of the Auditors appointment by the shareholders at eachannual general meeting has been omitted.
Accordingly the ratification of appointment of Statutory Auditors would not berequired at the ensuing annual general meeting and M/s. Choudhary Choudhary & Co.Chartered Accountants would continue to act as the statutory auditors of the Company forfive years upto the conclusion of the Thirtieth annual general meeting to be held in 2022.
Pursuant to the provisions of Section 204 and other applicable provisions if any ofthe CompaniesAct 2013 M/s. Parikh & Associates Practicing Company Secretaries wereappointed as the Secretarial Auditors for auditing the secretarial records of the Companyfor the financial year 2019-20.
The Secretarial Auditors' Report is annexed as Annexure II.
AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
The Auditors' Report does not contain any qualifications reservations or adverseremarks in their report.
The Secretarial Auditors' Report does not contain any qualifications reservations oradverse remarks in their report. The company has been compliant of all the regulations ofthe concerned authorities and the provisions of the act and rules framed there under.
The company has devised proper systems to ensure compliance with the provisions of allapplicable secretarial standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) CONSERVATION OF ENERGY
During the year the Company continued to make efforts to prevent wasteful electricalconsumption.
(B) TECHNOLOGY ABSORPTION
The Company does not need any technology for its existing business.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company did not have any Foreign Exchange earnings and outgo of foreign exchangeduring the year under review.
PARTICULARS OF EMPLOYEES
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Particulars of Employees areannexed as Annexure III.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from Public.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY
There are no significant or material orders passed by any regulator or court that wouldimpact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments pursuant to theprovisions of the Section 186 of the Companies Act 2013.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed Risk Management Policy and isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the areas of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.
RELATED PARTY TRANSACTIONS
The Company has not entered into any contract or arrangement or transaction with itsRelated Parties which is not at arm's length basis during the financial year 2019-20.
EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
An annual evaluation of the Board's own performance Board Committees and IndividualDirectors was carried out pursuant to the provisions of the Act in the following manner:
|Sr. No. ||Performance ||Performance ||Criteria |
|1 ||Evaluation of Each Individual Directors ||Evaluation performed by Nomination and Remuneration Committee ||Attendance Contribution to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided key performance aspects in case of Executive Director etc. |
|2 ||Independent Directors ||Entire Board of Directors excluding the Director who is being evaluated ||Attendance Contribution to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and guidance provided etc. |
|3 ||Board and its Committees ||All Directors ||Board composition and structure; effectiveness of Board processes information and functioning performance of specific duties and obligations timely flow of information etc. |
| || || ||The assessment of Committees based on the terms of reference of the Committees. |
*At the end of the Financial Year i.e. March 31 2020 there were only Two Directors onthe Board one Independent Director and one Executive Director Due to COVID 19 PandemicCompany was unable to appoint requisite Composition for the Board as well as theirrespective committees.
However company has appointed on the Board of the Company Mr. Prem Bhagnari as anIndependent Director and Ms. Sheela Gupta as a Non Executive Non Independent Director attheir Board Meeting held on November 10 2020.
DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on Prevention Prohibition and Redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2019-20 the Company has received NIL complaints on sexual harassment.
The Company has not paid the listing fees to BSE Limited for the year 2020-21 butcompany has requested to BSE Limited for the Payment in Installments due to COVID 19Pandemic Situation Company is not in position to pay in one go.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors have adopted the Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information and Code of Internal Procedures andConduct for Regulating Monitoring and Reporting of Trading by Insiders in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulation 2015 and isavailable on our website http://www.spectraindustries.co.in/
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act 2013 ("the Act") readwith Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable toyour Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's Discussion and Analysis is annexed as Annexure IV.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015Corporate Governance is not mandatory to the Company.
The Directors thank the Company's Employees Customers Vendors and Investors for theirsupport.
The Directors also thank Bankers of the Company the Government of India and theGovernments of various States in India and concerned Government Departments/Agencies fortheir co-operation.
The directors appreciate and value the contributions made by every member of theSpectra IndustriesLimited.
| ||For and on behalf of the Board of Directors |
| ||SPECTRA INDUSTRIES LIMITED |
| ||Jaidev Vinod Kumar Gupta |
|Place: Mumbai ||Executive Director |
|Date: November 10 2020 ||DIN: 00066999 |