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Directors Report of Spectacle Ventures Ltd.

Mar 31, 2015

Dear Members,

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:

OPERATIONS:

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.

DIVIDEND:

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.

DIRECTORS:

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 hereby confirmed:

(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 departures;

(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 irregularities; and

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.

VIGIL MECHANISM:

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.

BOARD EVALUATION:

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.

REMUNERATION POLICY:

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 AND OUTGO:

During the year under review there are no operations which require to be disclosed under this head as per the provisions of the Companies Act, 2013.

ACKNOWLEDGEMENT:

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

Sd/- Sd/- Shaikh Fazal Mehmood Pankaj Patel Managing Director Director


Mar 31, 2014

The Directors have pleasure in presenting the Twenty Ninth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2014. The financial results of the Company are summarized below:

OPERATIONS:

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 offshore contracts.

DIVIDEND:

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.

DIRECTORS:

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, Your Company is seeking appointment of Mr. Pankaj N. Patel, Dr. Beharam S. Pardiwala and Mr. Tushar Mathuria as Independent Directors for Five consecutive years. Details relating to their appointment are mentioned in the Statement annexed to the Notice under Section 102 of the Companies Act, 2013.

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.

During the financial year, Mrs. Mumtaz Fazal Shaikh, was appointed as an additional Director with effect from 12th November, 2013 and it is proposed to appoint Mrs. Mumtaz Fazal Shaikh as Director not liable retire by rotation at the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i). In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii). Appropriate accounting policies have been selected and the directors have 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 as at 31st March, 2014 and of the profit and loss of the Company for the year ended 31st March, 2014;

(iii). Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv). The annual accounts have been prepared on a going concern basis.

FIXED DEPOSIT:

The Company has not invited or accepted any deposits during the financial year. AUDITORS:

Mr. Jatin Shah (ICAI Membership No. A103858], the Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 224 (1) (B) of the Companies Act, 1956. Your Directors recommend reappointment Mr. Jatin Shah, as Statutory Auditors of the Company, at the ensuing Annual General Meeting.

COMMENTS ON AUDITOR''S REPORT:

As regards Point 7 of the annexure to the Auditors report, the directors are looking after the day-to-day business of the Company and expenditure on formal internal audit system is not warranted. However your company is in process of appointing an internal auditor or will setup a separate internal audit system.

As regards Point 10 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.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A):

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed under the afore-said proviso.

SUBSIDIARIES:

Company''s subsidiaries namely Amsol Inc., USA and United Consultancy Services Inc., USA have ceased to be subsidiaries of the Company with effect from September 18, 2013 consequent upon allotment of further equity shares by said subsidiaries resulting in reduction of the Company''s shareholding to 37% from the earlier shareholding of 55% in both the Companies, accordingly both the Companies have ceased to be Subsidiary of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review there are no operations which require to be disclosed under this head as per the provisions of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

For and behalf of the Board of Directors

Sd/- Sd/-

Shaikh Fazal Mehmood Pankaj Patel Managing Director Director

Place : Mumbai Date: 30.05.2014


Mar 31, 2011

To the Members of the Company,

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March 2011. The financial results of the Company are summarized below:

FINANCIAL RESULTS:

PARTICULARS 2010-11 2009-10 AMOUNT (RS.) AMOUNT (RS.)

Profit Before Depreciation & 9923324.00 13290681.00 Taxation

LESS: Depreciation 1601456.00 648849.00

Profit For The Year Before 8321868.00 12641832.00 Taxation

Less: Provision for taxation

Current tax 3015747.00 3675000.00

Deferred tax (387553.00) (69,533.00)

Fringe Benefit Tax - -

Excess Provision of Income Tax - 4213.00 reversed

Profit After Tax 5693674.00 9032153.00

Less: Provision for Dividend - 2572500.00

Less: Provision for Corporate - 437196.00 Dividend Tax

Profit After Tax & Dividend 5693674.00 6022457.00

Add: Brought forward from last 12344491.00 6322035.00 year

Net Profit Carried to Balance 18038165.00 12344491.00 Sheet

FINANCIAL PERFORMANCE:

During the year under review, your company recorded total income of Rs. 153.84 Crore, as against Rs. 51.31 Crore in the previous year. Net Profit for the financial year ended March 31, 2011 was Rs. 56.94 Lakhs. Your Directors are optimistic of higher business volumes and profitability in the coming years.

DIVIDEND:

In order to retain liquidity, your Directors do not recommend payment of any dividend during the year.

MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVENRANCE;

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.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Ramesh Gorantla and Mr. Harish N Sureka retires by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. Sanjiv H Kathuria, Director of the Company has resigned with effect from 23rd October, 2010. Mr. Dileep Vastimal Mehta, Dr. Beharam Shavak Pardiwalla and Mr. Asokan Ganapathy, were appointed as Additional Directors of the Company on 23rd October, 2010. Further, Mrs. Mumtaz Fazal Shaikh and Mr. Jaaved Jaaferi, were appointed as Additional Directors of the Company w.e.f 01st January, 2011 and Mrs. Yogita Muralidharan, who was appointed as Additional Director of the Company on 12th February, 2011.

It is proposed to appoint Mr. Dileep Vastimal Mehta, Dr. Beharam Shavak Pardiwalla, Mr. Asokan Ganapathy, Mrs. Mumtaz Fazal Shaikh, Mr. Jaaved Jagdeep Jaaferi and Mrs. Yogita Muralidharan as Directors liable retire by rotation at the ensuing Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that:

(i). In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii). Appropriate accounting policies have been selected and the directors have 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 2010-2011 and of the profit and loss of the Company for the period;

(iii). Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv). The annual accounts have been prepared on a going concern basis.

FIXED DEPOSIT:

The Company has not invited or accepted any deposits during the financial year 2010-2011

AUDITORS:

M/s. P. Jitender Reddy & Co, the Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 224 (1) (B) of the Companies Act, 1956. Your Directors recommend re-appointment M/s. P. Jitender Reddy & Co, as Auditors of the Company, at the ensuing Annual General Meeting

COMMENTS ON AUDITOR'S REPORT:

As regards Point 7 of the annexure to the Auditors report, the directors are looking after the day-to-day business of the Company and expenditure on formal internal audit system is not warranted. However your company is in process of appointing an internal auditor or will setup a separate internal audit system.

PARTICULARS OF EMPLOYEES UNDER SENCTION 217(2A):

The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed under the afore said provison.

LISTING:

The Equity Shares of the Company are at present listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company is regular in payment of listing fee.

CASH FLOW STATEMENT:

In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the F.Y ended 31.3.2011 is annexed here to.

SUBSIDIARIES:

Your Company has two subsidiaries namely Amsol Inc., USA and United Consultancy Services Inc., USA and there has been no material change in the nature of business of the subsidiaries.

According to the provisions of Section 212 of the Companies Act, 1956, the Balance sheet of above subsidiaries attached to this report.

CONSERVATION OF ENERGY:

Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company and hence are not provided.

FOREIGN EXCHANGE EARNING AND

EXPENDITURE

Foreign exchange used NIL (Previous Year Rs 2,08,42,371/-)

Foreign exchange earned NIL (Previous Year Rs.Nil)

CHANGE IN NAME OF THE COMPANY:

As the members may be aware that your company has ventured into Information Technology related business and to reflect name with the current activities of the Company, the name of the company was changed from Spectacle Industries Limited to Spectacle Infotek Limited by way of special resolution passed at an Extra Ordinary General Meeting held on October 16, 2010 and also complied with the necessary formalities with the Registrar of Companies and with the Stock Exchange(s).

ACKNOWLEDGEMENT:

Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review.

Your directors also express their deep gratitude for the assistance, co-operation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support.

For and behalf of the Board of Directors

Sd/- Sd/-

Tejesh Kumar Shaikh Fazal Kodali Mehmood

Chairman & Vice Chairman & Managing Director Jt. Managing Director

Place: Mumbai Dated: 30/05/2011

 
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