The Directors have pleasure in presenting the 30th Annual Report on
the business and operations of your Company with Audited Accounts for
the year ended 31st March 2015. The financial results of the Company
are summarized below:
During the year under review, the Company has not carried out any
business activity. However, The Company is also negotiating directly
with various companies to get off-shore contracts.
Your Directors do not recommend payment of any dividend during
financial the year.
MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE;
As required under Clause 49 of the Listing Agreement, Reports on
Management Discussion and Analysis and Corporate Governance together
with the Certificate of Auditors on Corporate Governance are provided
separately in the Annual Report and forms part of Directors'' Report.
In accordance with the provisions of the Companies Act, 2013, Mrs.
Mumtaz Fazal Shaikh (DIN 02991865), Director retires by rotation and
being eligible offers herself for reappointment.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet with the criteria of
Independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchange.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (3) (c) of the Companies
Act, 2013 with respect to Directors'' Responsibilities Statement, it is
(i) That in the preparation of the annual accounts for the financial
year ended 31st March, 2015, the applicable accounting standards have
been followed along with proper explanation relating to material
(ii) That the Directors 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 or loss of the Company for that period;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
That the Directors have prepared the accounts for the financial
year ended 31st March, 2015 on a ''going concern'' basis.
(iv) That the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(v) that the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems are
adequate and operating effectively
FIXED DEPOSIT: The Company has not invited or accepted any deposits
during the financial year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 4 (Four) times during the financial year and the
intervening gap between any two meetings was within the period
prescribed by the Companies Act, 2013. The dates on which the meetings
were held are given in the Corporate Governance Report.
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.specinfotek.com
RISK MANAGEMENT POLICY:
The Company has been addressing various risks impacting the Company and
the policy of the Company on risk management is provided elsewhere in
this Annual Report in Management Discussion and Analysis.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an evaluation of its
own performance, the directors individually as well as the evaluation
of the working of its Audit, Appointment & Remuneration Committees.
The Board has, on the recommendation of the Nomination & Remuneration
committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company''s
operations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There have been no material changes and commitments affecting the
financial position of the Company between the end of the financial year
and the date of the report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board and to the
Chairman & Managing Director.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls.
continuous years i.e., till the conclusion of 35th Annual General
Meeting of the Company to be held in the year 2020.
M/s. P.D. Saraf & Co., has informed the Company that their appointment
if made would be within the limits prescribed under section 141 of the
Companies Act, 2013. M/s. P.D. Saraf & Co. has also confirmed that they
have subjected themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold valid certificate issued
by the Peer Review Board of the ICAI.
COMMENTS ON AUDITOR''S REPORT:
As regards qualification in auditors report regarding Debtors and
advances being realizable, management is in touch with debtors and is
of the view that the same are realizable.
As regards Points of the annexure to the Auditors report, The Company
has incurred cash losses during the year mainly due to lower volumes,
prevailing uncertain economic environment and liquidity shortage, lower
absorption of fixed overheads etc. There were also cash losses in the
preceding financial year due to the said conditions and in coming time,
the revenues and profitability of the Company are expected to improve.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
During the year under review there are no operations which require to
be disclosed under this head as per the provisions of the Companies
An acknowledgement to all with whose help, cooperation and hard work
the Company is able to achieve the results.
Place: Mumbai For and behalf of the Board of Directors
Dated: 29th May, 2015
Shaikh Fazal Mehmood Pankaj Patel
Managing Director Director