SPECTRA INDUSTRIES LIMITED
The Directors present herewith the Twenty Ninth Annual Report together with the AuditedFinancial Statements for the year ended on 31st March 2021 With effect from April 12017 your company was required to align its accounting policies and disclosures with newIndian Accounting Standards or IND-AS (IND AS) as notified under Section 133 of theCompanies 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.
| ||2020-21 ||2019-20 |
| ||In Rupees ||In Rupees |
|Revenue from operations ||- ||28779 |
|Other Income ||80960 ||236065 |
|Total Revenue ||80960 ||267844 |
|Less: || || |
|Depreciation ||5982490 ||6356884 |
|Interest ||46859450 ||78490560 |
|Profit Before Tax ||(54842660) ||(88216066) |
|Less: Provision for Taxation || || |
|Current Tax ||- ||- |
|Deferred Tax ||202019 ||329153 |
|Tax for earlier Years ||- ||- |
|Profit for the Year ||(55044679) ||(87886913) |
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 is Nil as against Rs. 28779/-duringthe corresponding previous year loss after tax was Rs. 55044679/- as against loss ofRs. 87886913/- 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 2020-21.
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 Ms. Sheela Gupta(DIN: 00066946) Director of the Company retires at theensuing Annual General Meeting and being eligible offers herself for re-appointment. Ms.Sheela Gupta Non- Executive Director of the Company appointed with effect from November10 2020.
Mr. Prem Bhagnari Independent Director of the Company appointed with effect fromNovember 11 2020.
Ms. Priya Makhija Independent Director of the Company re-appointed for the Secondterm with effect from December 22 2020 approved at the 28th Annual General Meeting.
DECLARATION FROM INDEPENDENT DIRECTORS
Mrs. Priya Makhija (DIN: 07109712) and Mr. Prem Bhagnari (DIN: 08960259) who areIndependent Director have submitted declarations that each of them meets the criteria ofIndependence as provided in Sub-Section (6) of Section 149 of the Act and there has beenno change in the circumstances which may affect their status as Independent Directorsduring the year. In the opinion of the Board the Independent Directors possessappropriate balance of skills experience 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. Prem Bhagnari ||Member Independent Director |
|3 Mr. Jaidev Gupta ||Member Executive Director |
|4 Ms. Sheela Gupta ||Member Non- Executive Director |
Four meetings of the Audit Committee were held during the financial year Ms. SheelaGupta and Mr. Prem Bhagnari appointed w.e.f 10.11.2020 and 12.11.2020 respectively.
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 carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; (iv) They have prepared the annual accounts on a going concernbasis; (v) They have laid down internal financial controls to be followed by the Companyand such internal financial controls are adequate and operating effectively; (vi) Theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate 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 ofStatutory Auditors would not be required at the ensuing annual general meeting and M/s.Choudhary Choudhary & Co. Chartered Accountants would continue to act as thestatutory auditors of the Company for five years upto the conclusion of the Thirtiethannual 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 2020-2021.
The Secretarial Auditors' Report is annexed as Annexure II. AUDITOR'S REPORT ANDSECRETARIAL AUDITOR'S REPORT
1. The Auditors' Report does not contain any qualifications reservations or adverseremarks in their report.
2. The Secretarial Auditors' Report issued by M/s. Parikh & Associates hasfollowing qualifications reservations or adverse remarks in their report which requiresexplanations/clarifications as follows
Compliances of section 149 read with section 177 178 and other related complianceswith respect to appointment of Independent Directors under the Act and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. On this management explainedthat Mr. P. S Chandhok resigned from the post of Independent Director w.e.f 14.01.2020 andmanagement was searching for suitable candidate however due to outbreak of Covid-19pandemic there was delay in appointment of Independent Director.
the non-filing of Form MGT-14 with respect to appointment of Internal Auditor andAnnual Return for the year ended March 31 2021 with Ministry of Corporate Affairs. Onthis management explained that Form MGT 14 with respect to appointment of Internal Auditorwas not filled due to oversight however company has taken steps to file the same to ROC.And further as Mr. P. S Chandhok resigned from the post of Independent Director w.e.f14.01.2020 there were only two directors on the Board as on 31.03.2020 the company isfacing technical issue while filing Annual Return. The company is still in process withconcern ROC to resolve this technical error.
Non compliances under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition ofShares & Takeovers) Regulations 2011. On this Management explanation is that due tooutbreak of Covid-19 pandemic and lockdown Company did not receive any documents fromPromoters and Promoters group.
Non compliances under Regulation 30 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 for re-appointment of Mrs. Priya Makhija as Independentdirector for second term at Annual General Meeting held on 29.12.2020. On this managementreplies that it was already mentioned in Annual Report.
Non Compliances under Schedule IV of the Companies Act 2013 for holding meeting of theIndependent Directors of the Company. On this management explains that Mr. P. S Chandhokresigned from the post of Independent Director w.e.f 14.01.2020 and there were only twodirectors on the Board as on 31.03.2020 out of two one was Executive Director and one wasIndependent Director it was not possible to hold Independent Director's separate meetingwith single Independent Director.
Non compliances with respect to Intimation to the stock exchanges under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 regarding erosion of networthof the Company non-operation of the business activities and non-payment of dues and loansto Banks and others and notice received under Sec 13(2) of the Securitization andReconstruction of Financial Assets and Enforcement of Securities Interest Act 2002 and thesettlement of the same pending with National Company Law Tribunal. On this managementexplains that company is in negotiation with Bank for One Time Settlement.
The company has been compliant of all the regulations of the concerned authorities andthe 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 2020-2021.
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. Performance No. Evaluation of ||Performance Evaluation performed by ||Criteria |
|1 Each Individual Directors ||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. |
*Company has appointed on the Board of the Company Mr. Prem Bhagnari as an IndependentDirector and Ms. Sheela Gupta as a Non Exective Non Independent Director at their BoardMeeting 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 year2020-21 the Company has received NIL complaints on sexual harassment.
The Company has not paid the listing fees to BSE Limited for the year 2021-2022;However company has paid listing fees for the F.Y. 2020-2021 in the month of April 2021.
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 & CFO |
|Date: August 14 2021 ||DIN: 00066999 |