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Spectra Industries Directors Report, Spectra Ind Reports by Directors
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Spectra Industries
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors have pleasure in presenting the Twenty Third Annual
 Report together with the Audited Financial Statements for the year
 ended on March 31, 2015
 
 
 
 FINANCIAL RESULTS:                                      (Rs. in lakhs)
 
                                          2014-20151         2013-2014
 
 Sales                                      11051.58           6948.64
 
 PROFIT                                       300.01             84.12
 
 Less:
 
 Depreciation                                  88.52             52.49
 
 Interest                                     203.99            139.05
 
 PROFIT/ LOSS BEFORE TAX                        7.50          (107.42)
 
 Less: Provision for Taxation
 
 Current Tax                                    2.00                -
 
 Deferred Tax                                (11.56)            (1.02)
 
 Income tax for the earlier Year              (4.44)                -
 
 PROFIT/LOSS AFTER TAX                        21.50           (108.44)
 
 Surplus brought forward from Previous Year       -                 -
 
 PROFIT/LOSS AVAILABLE FOR APPROPRIATION       21.50         (108.44)
 
 (With a view to conserve the resources,
 there was no
 transfer of profits made to General Reserve.)
 
 OPERATIONS:
 
 During the year under review, net sales turnover was Rs. 10,916.75
 lakhs as against Rs.6,896.59 lakhs during the corresponding previous
 year. Profit after tax was Rs. 21.50 lakhs as against Loss of Rs.108.44
 lakhs for the previous year.
 
 OUTLOOK:
 
 One of the Company''s business activity is dealership of heavy and light
 commercial vehicles manufactured by Mahindra & Mahindra Ltd., which is
 coming out with new products with larger capacity soon. The Central and
 State Governments are giving lot of impetus to Infrastructure Sector,
 which is expected to increase demand for Commercial Vehicles. In view
 of this the company is hopeful to improve its performance further
 during Current year.
 
 DIVIDEND
 
 To conserve the resources of the company, the Board of Directors do not
 recommend any dividend for the financial year 2014-2015.
 
 MATERIAL CHANGES & COMMITMENTS:
 
 There have been no material changes and commitments, affecting the
 financial position of the Company, which have occurred between the end
 of the financial year and date of the report.
 
 NUMBER OF MEETINGS OF BOARD OF DIRECTORS
 
 5 (Five) meetings of the Board of Directors were held during the year.
 
 DIRECTORS AND KEY MANAGERIAL PERSONNEL
 
 Shri.Bharat Bhushan Gupta (DIN 00066600), Director of the Company,
 retires at the ensuing Annual General Meeting and being eligible offers
 himself for re-appointment.
 
 Pursuant to the provisions of Section 149 of the Act, which came into
 effect from April 1, 2014, Shri.Prabhjot Singh Chandok (DIN
 00303212),Shri.A. M. Arondekar (DIN 00025527), Shri. Sanjeev Chirania
 (DIN 01253698) and Shri. C. J.  Kotcher (DIN 02927952),were appointed
 as Independent Directors at the Annual General Meeting of the Company
 held on September 6, 2014.
 
 With a view to strengthen the Board and also to meet the regulatory
 requirements, Ms.Priya Makhija (DIN 07109712) was appointed as an
 Additional/ Independent Director of the Company with effect from March
 10, 2015.
 
 The necessary resolution for seeking approval of shareholders for the
 appointment of Mrs. Priya Makhija as an Additional/ Independent Director
 with effect from March 10, 2015 has been incorporated in the notice of
 the forthcoming Annual General Meeting of the Company. The Company has
 received notice under Section 160 of the Act along with the requisite
 deposit proposing her appointment.
 
 Pursuant to the provisions of Section 203 of the Act, which came into
 effect from April 1, 2014, the appointments of Managing Director and
 Company Secretary as key managerial personnel of the Company was
 formalised. During the year Company also appointed Shri. Jaidev Gupta,
 (DIN : 00066999) Executive Director as the Chief Financial Officer of
 the Company under the provisions of Section 203 of the Act.
 
 Shri. Sanjeev Chirania (DIN 01253698), Independent Director of the
 Company, resigned with effect from May 05, 2015.The Board places on
 record their sincere appreciation for the valuable services rendered by
 him during his tenure as Director of the Company.
 
 DECLARATION FROM INDEPENDENT DIRECTORS
 
 Shri A.M Arondekar (DIN 00025527), Shri. Prabhjot Singh Chandok (DIN
 00303212), Shri. C J Kotcher (DIN 02927952), and Ms. Priya Makhija (DIN
 07109712) who are independent directors, have submitted a declaration
 that each of them meets the criteria of independence as provided in sub
 Section (6) of Section 149 of the Act and there has been no change in
 the circumstances which may affect their status as independent director
 during the year. In the opinion of the Board, the independent directors
 possess appropriate 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 following members:
 
 
 
 1.    Shri. A M Arondekar
 
 2.    Shri. P S Chandok
 
 3.    Ms. Priya M. Makhija
 
 4.    Shri. Sanjiv Chirania (up to 05.05.2015)
 
 VIGIL MECHANISM
 
 The Company has formulated and published a Whistle Blower Policy to
 provide a mechanism (Vigil Mechanism) for employees including
 directors of the Company to report genuine concerns. The provisions of
 this policy are in line with the provisions of the Section 177 (9) of
 the Act.
 
 The Company is committed to adhere to the highest standards of ethical,
 moral and legal conduct of business operations.  To maintain these
 standards, the Company encourages its employees who have concerns about
 suspected misconduct to come forward and express these concerns without
 fear of punishment or unfair treatment. A Vigil (Whistle Blower)
 mechanism provides a channel to the employees and Directors to report
 to the management concerns about unethical behavior, actual or
 suspected fraud or violation of the Codes of conduct or policy. The
 mechanism provides for adequate safeguards against victimization of
 employees and Directors to avail of the mechanism and also provide for
 direct access to the Managing Director/ Chairman of the Audit Committee
 in exceptional cases.
 
 POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND CRITERIA FOR
 INDEPENDENT DIRECTORS
 
 The Remuneration Policy for directors and senior management and the
 Criteria for selection of candidates for appointment as directors,
 independent directors, senior management as adopted by the Board of
 Directors are placed on the website of the Company and are annexed as
 Annexure I & II to this report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
 Directors, to the best of their knowledge and ability, confirm that:
 
 (i) in the preparation of the annual accounts, the applicable
 accounting standards have been followed and there are no material
 departures;
 
 (ii) they have selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for that period;
 
 (iii) they have taken proper and sufficient care for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Act for safeguarding the assets 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 laid down internal financial controls to be followed by
 the Company and such internal financial controls are adequate and
 operating effectively;
 
 (vi) they have devised proper systems to ensure compliance with the
 provisions of all applicable laws and that such systems were adequate
 and operating effectively.
 
 ADEQUACY OF INTERNAL FINANCIAL CONTROLS
 
 The Company has proper and adequate system of internal financial
 controls commensurate with its nature and size of business and meets
 the following objectives:
 
 * Providing assurance regarding the effectiveness and efficiency of
 operations
 
 * Efficient use and safeguarding of resources
 
 * Compliance with policies, procedures and applicable laws and
 regulations and,
 
 * Transactions being accurately reported and recorded timely
 
 The Company has budgetary control system to monitor expenditures and
 operations against budgets on an on-going basis.  The internal auditor
 also regularly reviews the adequacy of internal financial control
 system.
 
 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 annual return is enclosed, which forms part of the directors'' report
 as Annexure III.
 
 AUDITORS
 
 M/s. D K Roongta & Co, Chartered Accountants, the Auditors of the
 company who would retire at the ensuing Annual General Meeting offer
 themselves for reappointment. M/s. D K Roongta & Co, Chartered
 Accountants (Firm reg. No. 108871W), the existing auditors have
 furnished a certificate, confirming that if re-appointed for the
 financial year 2015-2016 their reappointment will be in accordance with
 Section 139 read with section 141 of the Companies Act, 2013.
 
 SECRETARIAL AUDIT
 
 Pursuant to the provisions of Section 204 and other applicable
 provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh &
 Associates, Practicing Company Secretaries were appointed as the
 Secretarial Auditor for auditing the secretarial records of the Company
 for the financial year 2014-2015.
 
 The Secretarial Auditors'' Report is annexed as Annexure IV.
 
 AUDITOR''S REPORT AND SECRETARIAL AUDITOR''S REPORT
 
 The auditors'' report does not contain any qualifications, reservations
 or adverse remarks in their report.
 
 As regard the observation made by the Secretarial Auditor in their
 Report, your directors have to state that the company has made
 necessary compliances in respect of the same.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The details of conservation of energy, technology absorption, foreign
 exchange earnings and outgo are as follows:
 
 A) CONSERVATION OF ENERGY:
 
 During the year, the Company continued to make efforts to prevent
 wasteful electrical consumption.
 
 (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 exchange during the year under review.
 
 PARTICULARS OF EMPLOYEES
 
 The information required under Section 197 of the Act read with rule
 5(1) of the Companies (Appointment and Remuneration of Managerial
 Personnel) Rules, 2014 are annexed as AnnexureV.
 
 DEPOSITS
 
 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 would impact the going concern status of the Company and its
 future operation.
 
 PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
 
 As on March 31, 2015, the details of Loans given, investments made and
 guarantees and securities made as per section 186 of the Act are as
 under:
 
 Loans : NIL
 
 Investments: Rs. 93,32,629/-
 
 Guarantees/ securities: NIL
 
 RISK MANAGEMENT POLICY
 
 The Board of Directors of the Company has framed a risk management
 policy and is responsible for reviewing the risk management plan and
 ensuring its effectiveness. The audit committee has additional
 oversight in the area of financial risks and controls. Major risks
 identified by the businesses and functions are systematically addressed
 through mitigating actions on a continuing basis.
 
 RELATED PARTY TRANSACTIONS
 
 Particulars of transactions with related parties pursuant to Section
 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
 Rules, 2014 are given in Form AOC-2 and the same forms part of this
 report as Annexure VI.
 
 EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
 
 An annual evaluation of the Board''s own performance, Board committees
 and individual directors was carried out pursuant to the provisions of
 the Act in the following manner:
 
 Sr.  Performance        Performance evaluation   Criteria
 No.  evaluation of      performed by
 
 1    Each Individual    Nomination and          Attendance, Contribution
      director           Remuneration Committee  to the Board and
                                                committee meetings like
                                                preparedness on the
                                                issues to be discussed,
                                                meaningful  and provided,
                                                constructive contribution
                                                and guidance key
                                                performance aspects in
                                                case of executive
                                                directors etc.
 
 2    Independent      Entire Board of        Attendance, Contribution to
      directors;       Directors              the Board and committee
                      excluding the           meetings like preparedness
                      director who            on the issues to be
                      is being                discussed, meaningful and
                      evaluated               constructive contribution,
                                              and guidance provided etc.
 
 
 3   Board, its     All directors             Board composition and
     committees                               structure; effectiveness
    and individual                            of Board processes,
    directors                                 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
 
 DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE
 
 (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
 
 The Company has zero tolerance for sexual harassment at workplace and
 has adopted a policy on prevention, prohibition and Redressal of sexual
 harassment at workplace in line with the provisions of Sexual
 Harassment of Women at Workplace (Prevention, Prohibition and
 Redressal) Act, 2013 and the rules framed there under. During the
 financial year 2014-15, the Company has received nil complaints on
 sexual harassment.
 
 LISTING WITH STOCK EXCHANGE:
 
 The Company confirms that it has paid the Annual Listing Fees for the
 year 2015-2016 to BSE where the Company''s Shares are listed.
 
 CORPORATE GOVERNANCE:
 
 In terms of the Securities and Exchange Board of India (SEBI)
 circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the
 compliance of provisions of the revised Clause 49 of the Listing
 Agreement are not mandatory to the Company for the time being.
 
 ACKNOWLEDGEMENT
 
 The directors thank the Company''s employees, customers, vendors,
 bankers and investors for their continuous support.
 
 The directors also thank the, Government of India, the Governments of
 various States in India and concerned Government departments/agencies
 for their co-operation.
 
                                     On behalf of the Board of Directors
 
                                                    Bharat Bhushan Gupta
 Mumbai                                                         Chairman
 12th August, 2015                                         DIN: 00066600
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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