To The Members Spectrum Foods Ltd.
Your Directors are pleased to present the 25th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March 2019.
The financial results of the Company for the year ended 31st March as compared to the previous year are summarized below:
|Particulars||Financial year ended 31st March 2019||Financial year ended 31st March 2018|
|Profit before depreciation and taxation||16090178||8287262|
|Profit before tax||(4577161)||(16259806)|
|Taxation (including Deferred Taxation and Short/Excess||0||0|
|Provision for Earlier year)|
|Profit (loss) after Tax||(4577161)||(16259806)|
TURNOVER PROFITS & FUTURE PROSPECTS
Total income during the year under review was Rs. 95830368/- as against Rs. 83881448/- in the previous year. Company incurred loss of Rs. 4577161 during the Financial Year 2018-19.
TRANSFER TO RESERVES
The Company is not proposing to transfer any amount to the Reserves of the Company.
In view of the financial position of the Company the Directors do not recommend payment of dividend for the year ended 31st March 2019.
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been over the years pursuing as a part of its corporate philosophy an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.
BOARD OF DIRECTORS AND MEETINGS
The members of the Company's Board of Directors are eminent persons of proven competence and integrity. Besides experience strong financial acumen strategic astuteness and leadership qualities they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation. The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board businesses. The Board exhibits strong operational oversight with regular presentations in every quarterly meeting. The detailed disclosure of the Board of Directors and their Meetings is given in the Corporate Governance Report which forms part of this report.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Provisions of section 125(2) of Companies Act 2013 are not applicable as there was no dividend declared or paid last year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and company's operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to the financial statements. Statutory Auditors in their report have expressed their opinion on the internal financial controls with reference to the financial statements which is self-explanatory. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
During the year under review your Company has not accepted any deposits from public and as such in terms of the provisions of Section 73 to 76 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014 and hence no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Pursuant to section 186 of Companies Act 2013 and Schedule V of the Listing Regulations disclosure on particulars relating to Loans Advances Guarantees and Investments are provided as part of the Financial Statements.
SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES
The company does not have any subsidiary Joint ventures or associate company.
CAPITAL STRUCTURE OF THE COMPANY
The Current Capital Structure of the Company is given below:-
During the Financial Year 2018-19 the Authorised Capital of the Company is Rs. 70000000/- (Rupees Seven Crore Only) divided into 7000000 (Seventy Lakh) Equity Shares of Rs. 10/- (Rupees Ten Each).
During the Financial Year 2018-19 the Issued Capital of the Company is Rs. 48483860/- (Rupees Four Crore Eighty Four Lakh Eighty Three Thousand Eight Hundred and Sixty Only) divided into 4848386 (Forty Eight Lakh Forty Eight Thousand Three Hundred and Eighty Six) Equity Shares of Rs. 10/- (Rupees Ten Each).
Subscribed & Paid up Capital:-
During the Financial Year 2018-19 the Subscribed & paid up Capital of the Company is Rs. 48483860/- (Rupees Four Crore Eighty Four Lakh Eighty Three Thousand Eight Hundred and Sixty Only) divided into 4848386 (Forty Eight Lakh Forty Eight Thousand Three Hundred and Eighty Six) Equity Shares of Rs. 10/- (Rupees Ten Each).
SHARES Buy-back of shares:
During the year under review company has not bought back any of its shares.
Sweat Equity Shares:
During the year under review company has not issued any Sweat Equity shares.
During the year under review company has not issued any Bonus shares.
Employee Stock Option Plan:
During the year under review company has not provided any Stock option plan to its employees.
1. STATUTORY AUDITOR
M/s Choudhary Gupta & Co. Chartered Accountants (ICAI Firm Registration Number: 003165C) were appointed as Statutory Auditors of the Company for the term of five years from the Financial year 2018-19 to 2023-24 in the last Annual General Meeting held on 28th September 2018. But they resigned on 20th December 2018 and the casual vacancy so aroused was filled by appointment of M/s P. K. S & Co. Chartered Accountants (Firm Registration No. 007007C) in the Extra Ordinary General Meeting of the company held on 14th March 2019 on the recommendations of the Audit Committee subject to the approval by Shareholders of the Company in this AGM for a term of Five years on such conditions and remunerations as may be decided by the Board of Directors in consultation with the auditors. The appointment of M/s P. K. S. & Co. is subject to retirement by rotation in this Annual General Meeting and hence the Company seeks approval of shareholders in this AGM with regard to the same.
2. 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 M/s Naredi Vinod & Associates (CP No. 7994 ACS: 20453) Company Secretaries to undertake the Secretarial audit of the company for the financial year 2018-19.
3. INTERNAL AUDITOR
M/s R. Sogani & Associates Chartered Accountants (ICAI Firm Registration Number: 003165C) perform the duties of Internal Auditors of the company and their report is reviewed by the audit committee from time to time.
SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS The Company has a Nomination and Remuneration Committee (NRC) which is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects an in-depth understanding of the Company including its strategies environment operations financial condition and compliance requirements.
The NRC makes recommendations to the Board with regard to the appointment of new Directors and Key Managerial Personnel (KMP) and senior management. The role of the NRC encompasses conducting a gap analysis to refresh the Board on a periodic basis including each time a Director's appointment or reappointment is required. The NRC is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies undertake a reference and due diligence and meeting of potential candidates prior to making recommendations of their nomination to the Board. The appointee is also briefed about the specific requirements for the position including expert knowledge expected at the time of appointment.
STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE COMPANIES ACT 2013
The Company has three (3) Independent Directors in accordance with the requirements of Listing Regulations as well as the Companies Act 2013. The Company has received necessary declaration from all the three Independent Directors to the effect that they meet the criteria of independence as provided under Section 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI (LODR) Regulations 2015. In the opinion of the Board they fulfill the conditions specified in the Act and the Rules made there under for the appointment as Independent Directors and are Independent of the Management
LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company confirms that it has paid the Annual Listing fees for the year 2018-19 to BSE where the Company's shares are listed.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is as follows: The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are:
a) Employed throughout the year- Nil
b) Employed for part of the year- Nil
During the year under review your Company has not invited any fixed deposit from the public in the terms of the provision of Section 73 to 76 of the Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure A.
All properties and insurable interests of the Company including building plant and machinery and stocks have been insured.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism honesty integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 with the Stock exchange is set out as 'Annexure B' to the Director's Report.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. Atul Kharbanda Mr. Vijay Kumar and Mr. Natvarsingh resigned from the post of director. Further Mr. Kunj Behari Sharma and Mr. Neeraj Kumar Agarwal were appointed as Additional Directors w.e.f. 27th August 2018 and they were appointed as Non-Executive Independent Directors w.e.f. 28th September 2018. And also Mrs. Bindu Saboo was appointed as an Additional Director w.e.f. 26th September 2018. Details of changes in Directors and Key Managerial Personnel are as follows:
|Name of Director||Designation||Date of Change||Nature of Change|
|Mr. Girdhar Gopal Saboo||Managing Director||NA||NA|
|Mr. Sanjay Sarna||Independent Director||NA||NA|
|Mr. Atul Kharbanda||Independent Director||27.08.2018||Resignation|
|Mr. Vijay Kumar||Independent Director||27.08.2018||Resignation|
|Mr. Natvarsingh||Independent Director||27.08.2018||Resignation|
|Mr. Kunj Behari Sharma||Independent Director||27.08.2018||Appointment|
|Mr. Neeraj Kumar Agarwal||Independent Director||27.08.2018||Appointment|
|Mrs. Bindu Saboo||Additional Director||26.09.2018||Appointment|
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of Corporate Governance specified by Securities & Exchange Board of India (SEBI) through Listing Regulations 2015. As required by the said regulations a separate Report on Corporate Governance forms part of the Annual Report of the Company as Annexure `D' to the Board Report.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board and General Meetings.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments in the business operations of the company from the financial year ended 31st March 2019 to the date of signing of the Director's Report.
PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (Listing Regulations) the Board has carried out an Annual Evaluation of its own performance Board Committees and Individual Directors. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure effectiveness of Board processes information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of committees effectiveness of committee meetings etc. Performance evaluation of independent directors was done by the entire Board excluding the Independent Director being evaluated. In a separate meeting of independent Directors performance of Non-Independent Directors the Board as a whole and the Chairman of the Company and Whole time Directors was evaluated. The Chairman of the Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria approved by the Board. Each Committee and the Board expressed satisfaction on the performance of each Director.
DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act 2013:
a) that in the preparation of the annual financial statements for the year ended March 31 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures if any
b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on March 31 2019 and of the profit of the company for the year ended on that date
c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities
d) that the annual financial statements have been prepared on going concern basis
e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f) that systems to ensure compliance with provisions of all applicable laws were in place and were adequate and operating effectively.
EXTRACTS OF ANNUAL RETURN
The extracts of annual return in Form MGT-9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules 2014 is appended as an Annexure C to this Report.
RELATED PARTY TRANSACTIONS
The Policy on Related Party Transactions intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is provided as Annexure `E' to the Board Report.
DISCLOSURE 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 the Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy. There were no complaints received during the year under review.
CODE OF CONDUCT
Your Company is committed to conduct its business in accordance with the applicable laws rules and regulations and highest standards of business ethics. In recognition thereof the Board of Directors has implemented a Code of Conduct for adherence by the Directors Senior Management Personnel and Employees of the Company. The Code of Conduct is dealing with ethical issues and also fosters a culture of accountability and integrity. In this connection the draft Code of Conduct was placed before the Board along with the recommendations of the Audit Committee and the same was approved by the Board. The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the Period 2018-19. A separate declaration to this effect is made out in the Corporate Governance Report. The Company has adopted code of practices and procedures for fair disclosure of unpublished price sensitive information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations 2015.
Your Directors would like to express their grateful appreciation for the co-operations received from its Bankers Government Authorities Customers Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executives staff and workers of the Company.
The statements contained in the Board's Report and Management Discussion and Analysis Report contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities laws and regulations. Various factors such as economic conditions changes in government regulations tax regime other statues market forces and other associated and incidental factors may however lead to variation in actual results.
Your Company's Board and employees are inspired by their vision of sustaining of the Company as a dynamic and valuable Company through world class performance creating enduring value for all stakeholders including the shareholders and the Indian Society. The Company is continuously engaged in upgrading strategic capability to effectively address the challenge of growth in an increasingly competitive market. The vision of enlarging your Company's contribution to the Indian economy is manifest in the creation of unique business models that foster international competitiveness. Propelled by this vision and powered by the internal vitality your Directors look forward to the future with confidence.
|For & on behalf of the Board of Directors |
|Place: Jaipur||Girdhar Saboo||Sanjay Sarna|
|DIN: 00364750||DIN: 07052586|