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Specular Marketing & Financing Ltd.

BSE: 512153 Sector: Financials
NSE: N.A. ISIN Code: INE808W01012
BSE 05:30 | 01 Jan Specular Marketing & Financing Ltd
NSE 05:30 | 01 Jan Specular Marketing & Financing Ltd

Specular Marketing & Financing Ltd. (SPECULARMARKET) - Director Report

Company director report

The Members

Your Directors have pleasure in presenting the 36th Annual Report of theCompany together with the Audited Statement of Accounts for the year ended on March312020.


' [Amount in Rs.)

Particulars 2019-2020 2018-2019
Total Revenue Nil 3460
Total Expenses 4395260 878101
Profit / [Loss) before Tax [4395260) [874641)
Less: Tax expenses Nil Nil
Profit/(Loss) after Tax (4395260) [874641)


A Revenue The Company did not earned any Revenue during the year.
B Profitability The Company has incurred a Loss of Rs. 4395260/-
B Marketing and Market environment The market is expected to provide the better result in coming future.
C Future Prospects including constraints affecting due to Government policies The management expects market to continue breach life time high records and expects better opportunities in future. Various norms related to market are expected to stringent

The Company had started the activities of arbitrage in National Spot Exchange Ltd. thecommodity exchange through broking firm Motilal Oswal Commodity Brokers Pvt Ltd. in themonth of April 2013. As per the nature of activities the funds placed were regularlyreturned by the Exchange up to July 2013. However since then the entire amount wasstuck and the recoveries have declined substantially. As per the information with theCompany some kind of financial fraud has taken place with the said commodity exchange andamounts running into thousands of crores of rupees have been stuck with the said commodityexchange. At the end of the year under reporting an amount of Rs. 4999807/- of theCompany has remained to be recovered from the said commodity exchange. The Company hasalso lodged a complaint together with the said broking firm and all other affectedparties. As the entire amount was placed with the said commodity exchange the Company ishopeful of recovering the same within a short period. At the same time the Company alsobelieves that there may be difficulty in recovering the erttire amount and hence aProvision of Doubtful Debts is made to the extent of Rs. 252000/- (Previous Year Rs.252000/-) of the amount remaining outstanding at the end of the year.


In view of losses your Directors do not recommend any dividend for the financial yearunder review.


During the current financial year no transfers were made to reserves.


The Company does not accept deposits from public at present and as such no amount onaccount of principal or interest on public deposits was outstanding as on the date of thebalance sheet


The Board of Directors met Five (5) times during the year under review. The interveninggap between any Two (2) meetings of the Board was not more than One Hundred and Twenty(120) days as stipulated under the Companies Act 2013 ("the Act") and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").


Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

b) the Directors 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 as at March 31 2020 and of the loss ofthe Company for the year ended on that date;

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 theassets 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 laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


Pursuant to the requirement of Section 139(1) of the Act at the 33rd AnnualGeneral Meeting held on August 102017 the Members had accorded their approval for theappointment of K. B Gosalia & Co. Chartered Accountants Mumbai as the StatutoryAuditors of the Company to examine and audit the accounts of the Company for the financialyear 2017-2018 to 2021-2022. They have confirmed their eligibility under Section 141 ofthe Act and the Rules framed there under for re-appointment as Auditors of the Company.The amended provision of Section 139(1) of the Act has dispensed with the ratification ofappointment of Statutory Auditors each year by the Members.

The Statutory Auditors' Report contains an unmodified opinion and does not have anyqualifications reservations or adverse remarks. The Statutory Auditors of the Companyhave not reported any fraud as specified in Section 143(12) of the Act


Pursuant to the provisions of Section 204 of the Act read with the Rules framedthereunder the Secretarial Audit Report for the financial year ended on March 31 2020issued by Mr. Prashant Diwan Practicing Company Secretary is annexed herewith and markedas Annexure I to this Report

The Secretarial Audit Report contains following qualification. However there is noreservation or adverse remark.

1. The shareholding of promoter(s) and promoter group is not Hundred percent indematerialized . form as required under Regulation 31(2) of the Securities and ExchangeBoard of India (Listing •• Obligations and Disclosure Requirements) Regulations2015.

As regards the observations made in Secretarial Audit Report the Directors state asunder:-

a) The Company has taken necessary steps for enforcing promoter and promoter group toconvert their physical shareholding into dematerialization form.


In accordance with the provisions of Section 152 of the Act and the Articles ofAssociation of the Company Mr. Samir Mehta Non-Executive Director (DIN: 00211712)retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offershimself for re-appoinment

During the year under review the Board of Directors on recommendation of theNomination and Remuneration Committee appointed Mr. Kerul Parikh (DIN: 05015909) as anAdditional NonExecutive Independent Director of the Company with effect from October 112019. In terms of Section 161 (1) of the Act Mr. Kerul Parikh (DIN: 05015909) holdsoffice up to the date of ensuing Annual General Meeting. Accordingly the Board recommendsthe resolution in relafeon to appointment of Mr. Kerul Parikh (DIN: 05015909) as anNon-Executive Independent Director for the approval by the members of the Company. Briefprofile of Mr. Kerul Parikh has been given in the Notice convening the Annual GeneralMeeting.

Mr. Kiritkumar Mehta (DIN: 00212148) has resigned as Non-Executive IndependentDirector of the Board effective from October 11 2019 to pursue other interests andcommitments. The Board places on record its deep appreciation for the services rendered byMr. Kiritkumar Mehta during his tenure as Director and Member of various committees of theBoard of Directors of the Company.

Your Company has received declaration from all the Independent Directors confirmingthat they meet the criteria of independence laid down in Section 149(6) of the Act andRegulation 16(l)(b) of the SEBI Listing Regulations and they have registered their namesin the Independent Directors' Databank. Further all the Independent Directors haveaffirmed that they have adhered and complied with the Company's Code of Conduct forIndependent Directors which is framed in accordance with Schedule IV of the Act There hasbeen no change in the circumstances affecting their status as Independent Directors duringthe year under review.

During the year. The Board of Directors on the recommendation of the Nomination &Remuneration Committee appointed Mr. Tejas Shah as the Company Secretary & ComplianceOfficer of the Company w.e.f. April 15 2019.

As on the date of this report Mr. Shreyas Mehta Managing Director Mr. Ashay MehtaChief Financial Officer and Mr. Tejas Shah Company Secretary & Compliance Officer arethe Key Managerial Personnel of your Company in accordance with the provisions of Section2(51) read with Section 203 of the Act.

The Company provides suitable familiarization programme to Independent Directors tohelp them familiarize themselves with the nature of the industry in which the companyoperates and the business model of the company.

In addition to the above. Directors are periodically advised about the changes effectedin the Corporate Law Listing Regulations about their roles rights and responsibilitiesas Directors of the company. There is a regular interaction of Directors with the KeyManagement Personnel of the Company. The details of the familiarization programme havebeen disclosed and updated from time to time on the website of the Company.


The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.


The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.


There were no Investments made loans and guarantees given and no securities providedby the Company during the year under review.


Suitable disclosures as required under AS-18 have been made in Note no. 15 of the Notesto the Financial Statements.

Since all the transactions/ contracts/ arrangements of the nature as specified inSection 188(1) of the Act entered by the Company during the year under review with relatedparty/(ies) were in the ordinary course of business and on an arm's length basis noparticulars in Form AOC-2 have been furnished as Section 188(1) of the Act is notapplicable.


The Company does not have any Subsidiary Joint Venture or Associate Company.


Considering the nature of the business of your Company there are no particulars to bedisclosed relating to the Conservation of Energy Research and Development and TechnologyAbsorption pursuant to Section 134(3)(m) of the Act during the year under review.

The details of Foreign Exchange Earnings and Outgo is as under.

Foreign Exchange Earnings - Nil
Foreign Exchange Outgo - Nil


The particulars of employees required to be furnished pursuant to Section 197(12) ofthe Act read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed herewith and marked asAnnexure II to this Report However as per the provisions of Section 136 of the Act readwith sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the Annual Report is being sent to all members of theCompany. Any member interested in obtaining a copy of the said statement may write to theCompliance officer of the company at the Corporate Office of the Company.


Extract of Annual Return for the financial year ended March 31 2019 as required bySection 92 (3) of the Companies Act 2013 is annexed herewith and marked as Annexure IIIto this Report


Your Directors state that the provisions of Section 135 of the Act regarding theprovisions of Corporate Social Responsibility is not applicable to the Company as theCompany is not falling under the said parameters.


A] Audit Committee Mr. Dilip N Dalai - Chairman
*Mr. Kiritkumar Mehta
Mr. Samir M Mehta
*Mr. Kerul Parikh
B] Nomination Remuneration Mr. Samir M Mehta - Chairman
Committee *Mr. Kiritkumar Mehta
Mr. Dilip N Dalai
*Mr. Kerul Parikh

*Mr. Kiritkumar Mehta has resigned as Non-Executive Independent Director of the Boardw.e.f 11.10.2019 and Mr. Kerul Parikh was appointed as Non-Executive Independent Directorof the Board w.e.f 11.10.2019.


Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations the Board of Directors had approved a policy on Whistle Blower /Vigil Mechanism and the same is uploaded on the website of the Company.

The mechanism enables the directors and employees to report their genuine concernsabout unethical behavior actual or suspected fraud or violation of the Company's code ofconduct and also assures to provide adequate safeguards against victimization of theconcerned director or employee. The employees and other stakeholders have direct access tothe Chairperson of the Audit Committee for lodging concerns if any for review.

Your Company affirms that no director/ employee have been denied access to theChairperson of the Audit Committee and that no complaints were received during the year.


The Company is committed to good corporate governance in line with the SEBI ListingRegulations. However since the Net Worth and Paid up Share Capital of the Company isbelow Rs. 25 Crores and Rs 10 Crores respectively the Regulation 27 and Para C D and E ofSchedule V of the SEBI Listing Regulations are not applicable and hence CorporateGovernance Report does not forms part of the Annual Report.


A brief note on Management Discussions and Analysis of the results for the year underreview is given in Annexure IV which forms part of the Directors' Report


The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to 'Meetings of Boardof Directors' and 'General Meeting' respectively as issued by the Institute of CompanySecretaries of India (ICSI) have been duly complied by your Company.


The maintenance of Cost Records has not been specified by the Central Government undersection (1) of Section 148 of the Act in respect of the activities carried out by theCompany


Since there are less than 10 (Ten) Employees the Company has not constituted InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Further during the year under review there were no instances pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1) No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

2) The Company does not have any Risk Management Policy as the element of riskthreatening

the Cnmpan/s existence is very minimal. *

3) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.


Your Directors take this opportunity to thank all Employees of the Company for theirhard work dedication and commitment and appreciate the co-operation received from theBankers and other Government authorities during the year under review.

For and on behalf of the Board
Shreyas Mehta
Place: Mumbai
Date: August 122020