Mar 31, 2016
TO,
THEMEMBERS,
SPECTRUM FOODS LTD.,
The Directors are pleased to present the 22nd Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2016.
FINANCIALRESULTS
The financial results of the Company for the year ended 31st March, 2016 under report as compared to the previous year are summarized below:
Particulars |
Financial year ended 31st March, 2016 |
Financial year ended 31st March, 2015 |
Total Income |
5,43,11,549 |
2,20,82,869 |
Profit before depreciation and taxation |
85,21,611 |
12,31,596 |
Depreciation |
2,07,03,813 |
1,16,84,417 |
Profit before tax |
(12,182,202) |
(1,04,52,821) |
Taxation (including Deferred Taxation and Short/Excess Provision for Earlier year) |
0 |
5835 |
Profit (loss) after Tax |
(12,182,202) |
(1,04,46,986) |
TURNOVER, PROFITS & FUTURE PROSPECTS
The total income during the year under review was Rs. 5, 43,11,549 as against Rs. 2, 20, 82,869 in the previous year.
DIVIDEND
In view of the financial position of the Company, the Directors do not recommend payment of any dividend for the year ended on 31st March, 2016.
ECONOMIC SCENARIO AND OUTLOOK
The Indian economy witnessed another challenging year growing by 7.5% in real terms during the first nine months of 2015-16 representing a marginal improvement over 2014-15 (7.2%). However, there was a marked decline in Nominal GDP growth which stood at 8.1% for the period April 2015 to December 2015 compared to 11.4% for the corresponding period in the previous year. As per median estimates, based on the Survey of Professional Forecasters conducted by RBI, the Indian economy is likely to grow by 7.7% in 2016-17.
As per median estimates, based on the Survey of Professional Forecasters conducted by RBI, the Indian economy is likely to grow by 7.7% in 2016-17. The pace of growth is unlikely to witness significant acceleration in the short term in view of a weak global economic environment and muted growth in private investments given the relatively low levels of capacity utilisation and stretched corporate balance sheets.
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 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.
POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The companyâs policy on Director''s appointment and remuneration and other details provided in section 178(3) of the Act has been disclosed In Corporate Governance Report, which forms part of Directors Report.
AUDITORS 1. STATUTORY AUDITOR
M/s N. Kataria & Associates (ICAI Firm Registration Number: 014941C), Chartered Accountants, Jaipur, has been appointed as Statutory Auditors of the company at the Last Annual General Meeting held on 30.09.2015 for the Financial year 2015-16 who retires at this Annual General Meeting and are being re-appointed at this Annual General Meeting subject to the approval of members.
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, 2015, 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 2015-16.
3. INTERNAL AUDITOR
Ms. Chandni Jain, Chartered Accountant (Category Individual) Having Membership Number 421132 performs the duties of Internal Auditors of the company and their report is reviewed by the audit committee from time to time.
POLICY ON DIRECTOR''S APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The companyâs policy on Director''s appointment and remuneration and other details provided in section 178(3) of the Act has been disclosed In Corporate Governance Report, which forms part of Directors Report.
STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE COMPANIES ACT, 2013
It is stated that pursuant to the Provisions of Companies Act, 2013 the Declaration given by the Independent Directors meets the Criteria of Independence as mentioned in the schedule IV of Companies Act, 2013 and under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 2015-16 to BSE where the Companyâs shares are listed.
LISTING AGREEMENT
The company has entered into a new Listing Agreement with Bombay Stock Exchange according to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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
FIXED DEPOSITS
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 Aâ.
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.
MANAGEMENTDISCUSSIONANDANALYSISREPORT
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.
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.
DIRECTORS 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, 2016, 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 at March 31, 2016 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 a 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;
EXTRACT OF ANNUAL RETURN
The extract 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 to this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Armâs Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
CODE OF CONDUCT
As the New Companies Act, 2013 has been made effective from 01st April, 2014 which replaces the erstwhile Companies Act, 1956 (to the extent of notified sections) and the provisions of 149(8) requires that the Audit Committee shall review and recommend to the Board for their approval, the Code of Conduct for the Independent Directors. In this connection, the draft Code of Conduct for Independent Directors was placed before the Board along with the recommendations of the Audit Committee and the same was approved by the Board in the Meeting held on May 18, 2015.
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 2015-16. 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 disclosures of unpublished price sensitive in information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2016.
ACKNOWLEDGEMENT
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 executive, staff and workers of the Company.
CAUTIONARY STATEMENT
The statements contained in the Boardâs Report and Management Discussion and Analysis 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.
CONCLUSION
Your Companyâs 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 Companyâs 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 and on behalf of the Board of Directors
Sd/- Sd/-
Girdhar Saboo Sanjay Sarna
Director Director
Jaipur, 28th May, 2016
Mar 31, 2015
The Directors are pleased to present the 21st Annual Report and the
Audited Accounts of the Company for the year ended 31st March, 2015
FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March,
2015 under report as compared to the previous year are summarized
below:
Particulars Financial year
ended 31st Financial year
ended 31st March,
March, 2014 2013
Total Income 2,20,82,869 1,55,14,582
Profit before 1,23,15,96 4,57,905
depreciation and
taxation
Depreciation 11,68,44,17 9386
Profit before tax (10,45,28,21) 4,48,519
Taxation (including 5835 13505
Deferred Taxation and
Short/Excess Provision
for Earlier
year)
Profit (loss) after Tax (10,44,69,86) 4,35,014
TURNOVER, PROFITS & FUTURE PROSPECTS
The total income during the year under review was Rs. 2, 20, 82,869 as
against Rs 1, 55, 14,582 in the previous year.
DIVIDEND
In view of the financial position of the Company, the Directors do not
recommend payment of any dividend for the year ended on 31st March,
2015.
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 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.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Appointment/Re-Appointment of Directors
Mr. Sanjay Sarna is appointed as Additional Director of the Company
we.f 27.12.2014.
(b) Directors:
- In terms of the Articles of Association of the Company, Mr. Sanjay
Sarna retires at the ensuing Annual General Meeting, being eligible,
offered himself for re-appointment. Your Directors recommend the above
re-appointment.
- In terms of the Articles of Association of the Company, Mrs. Archana
saboo retires at the ensuing Annual General Meeting, being eligible,
offered himself for re-appointment. Your Directors recommend the above
re-appointment.
(b) Retire by Rotation
In accordance with the provisions of the Companies Act, 2013, and
Article No. 89 of Articles of Association of the Company, Mr. Vijay
Verma retires by rotation at ensuing Annual General Meeting and being
eligible offers himself for re-appointment.
(c) Resignation of Directors
Mr. Pradeep Saxena is resigned from the post of director we.f.
08.04.2015.)
(d) Key Managerial Personnel
- Pursuant to section 203(iii) of the Companies Act, 2013, Mr. Kailash
Sharma, was appointed as Chief Financial Officer of the company with
effect from February 27, 2015. Mr. Kailash Sharma is a Commerce
Graduate having with 10 years experience in finance and accounts.
AUDITORS
1. STATUTORY AUDITOR
Rs, M/s N. Kataria & Associates (ICAI Firm Registration Number:
014941C), Chartered Accountants, Jaipur, has been appointed as
Statutory Auditors of the company at the Last Annual General Meeting
held on 29.09.2014 for the period of three years subject to
rectification by members at every consequent Annual General Meeting.
Therefore, rectification of appointment of Statutory Auditors is being
sought from the members of the Company at the ensuring AGM.
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, FCS 20453), Company Secretaries to undertake
the Secretarial audit of the company. The Secretarial Audit Report is
annexed herewith as 'annexure1'.
3. INTERNAL AUDITOR
Ms. Chandni Jain, Chartered Accountant (Category Individual) Having
Membership Number 421132 performs the duties of Internal Auditors of
the company and their report is reviewed by the audit committee from
time to time.
LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at Jaipur, Ahemdabad,
Delhi, Calcutta and Mumbai Stock Exchange. The Company confirms that it
has paid the Annual Listing fees for the year 2015-16 to NSE and BSE
where the Company's 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
FIXED DEPOSITS
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".
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
Listing Agreements with the Stock exchange is set out as' Annexure B'
to the Director's Report.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance forms part of
the Annual Report of the Company.
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, 2015, 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 at March
31, 2015 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 a 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;
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the annual Return in form
MGT-9 is annexed herewith as annexure C
CODE OF CONDUCT
As the New Companies Act, 2013 has been made effective from 01st April,
2014 which replaces the erstwhile Companies Act, 1956 (to the extent of
notified sections) and the provisions of 149(8) requires that the Audit
Committee shall review and recommend to the Board for their approval,
the Code of Conduct for the Independent Directors. In this connection,
the draft Code of Conduct for Independent Directors was placed before
the Board along with the recommendations of the Audit Committee and the
same was approved by the Board in the Meeting held on May 18, 2015.
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
2014-15. 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
disclosures of unpublished price sensitive in information and code of
conduct as required under Regulation (8)(1) and Regulation (9)(1) of
the SEBI (Prohibition of Insider Trading) Regulations, 2015.
ACKNOWLEDGMENT
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 executive, staff and workers of the
Company.
CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management
Discussion and Analysis 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.
CONCLUSION
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 and on behalf of the Board of Directors
Date: 30.05.2015 Atul Kharbanda Vijay Kumar
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 20 th Annual Report and the
Audited Accounts of the Company for the year ended 3 I" March, 2014
FINANCIAL RESULTS
The financial result of the Company for the year ended 31' March, 2014
under report as compared to the previous year are summarised below:
Particulars Financial year ended Financial year
31st March, 2014 ended 31st March,
2013
Total Income 1,55,14,582 26,85,149
Profit before 4,57,905 2,73,196
depreciation and taxation
Depreciation 9,386 - -
Profit before tax 4,48,519 2,73,196
Taxation (including 13505 1,65,988
Deferred Taxation and
Short/Excess Provision
for Earlier year)
Profit (loss) after Tax 4,35,014 1,07,208
TURNOVER, PROFITS & FUTURE PROSPECTS
The total income during the year under review was Rs 1,55,14,582 as
against Rs 26,85.149 in the previous year..
DIVIDEND
In view of the financial position of the Company, the Directors do not
recommend payment of any dividend for the year ended on 3 I" March,
2014.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Shri Vijay kumar retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for re
-appointment.
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Shri Pradeep Saxena, who was
appointed as an Additional Director under Section 260 of the Companies
Act 1956 Act and is liable to hold office upto the ensuing Annual
General Meeting, being eligible offers himself for re -appointment. The
Company has received necessary notice under Section 160 of the Companies
Act 2013. The Board o f Director recommends his re -appointment.
AUDITORS AND AUDITOR'S REPORT
M/s N. Kataria &Associates, Chartered Accountants, Jaipur, Auditors of
the Company retire at the forthcominu Annual General Meeting and being
eligible offer themselves for reappointment.
The Company has received the necessary certificate from them pursuant to
141 of the Companies Act 2013, regarding their eligibility for re
-appointment. Accordingly, approval of members is being sought at the
forthcoming Annual General Meeting.
The report is self-explanatory and does not call for any explanation.
LISTINGAT STOCK EXCHANGE
The Equity Shares of the Company are listed at Jaipur, Mumbai,
Ahmedabad, Delhi and Calcutta.
PARTICULARS OF EMPLOYEES
There are no Employees in the Company whose particulars are required to
be disclosed under Section 217(2A) of the Companies Act, 1956 read with
rules there under.
FIXED DEPOSITS
During the year under review, your Company has not invited any fixed
deposit from the public in the terms of the provision of Section 58A of
the Companies Act, 1956, read with the Companies (Acceptance of
Deposits) Rules, 1975.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars regarding foreign exchange earning and expenditure,
conservation of energy, research and development and technological
absorption are set out in the 'Annexure A' to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock exchange is set out as' Annexure B' to
the Director's Report.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance forms part of the
Annual Report of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the companies Act, 1956,
your Directors confirm that:
1. In the preparation of the annual accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departure.
2. The Directors have selected such accounting policies & applied them
consistently & made judgement az estimates that are reasonable & prudent
so as to give a true & fair view of the state of affairs of the Company
at the end of the financial year 8c of the Profits of the Company for
the year.
3. The Directors have taken proper & sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company & for preventing &
detecting fraud & other irregularities.
4. The Directors have prepared the accounts for the year ended 31 March,
2014 on a 'Going concern Basis'.
COMPLIANCE CERTIFICATE:
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has obtained
a Certificate from M/s. Naredi Vinod & Associates, Company Secretaries
in Whole -time Practice, confirming that the Company has complied with
the provisions of the Companies Act, 1956 for the financial year ending
2013-2014.
ACKNOWLEDGEMENT
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 executive, staff and workers of the
Company.
For and on behalf of the Board of Directors
sd/- Sd/-
Date: 30.06.2014
Atul Kharbanda bancht Vijay Kumar
Place: Jaipur Director Director
Mar 31, 2013
To, The Members of Spectrum Foods Ltd.,
The Directors are pleased to present the 19th Annual Report and the
Audited Accounts of the Company for the year ended 3181 March, 2013
FINANCIAL RESULTS
The financial result of the Company for the year ended 31st March,2013
under report as compared to the previous year are summarised below:
Particulars
Financial year
ended 31st Financial year
ended 31st
March, 2013 March, 2012
Total Income 26,85,149 1,41,26,328
Profit before depreciation and
taxation 2,73,196 12,15,458
Depreciation -- --
Profit before tax 2,73,196 12,15,458
Taxation (including Deferred 1,65,988 2,25,000
Taxation and Short/Excess
Provision for Earlier year)
Profit (loss) after Tax 1,07,208 9,90,458
TURNOVER. PROFITS & FUTURE PROSPECTS
The total income during the year under review was Rs 26,85,149 as
against Rs 1,41,26,328 in the previous year. The Company incurred a
loss Rs. 1,07,208 as against Rs. 9,90,458 last year.
DIVIDEND
In view of the financial position of the Company, the Directors do not
recommend payment of any dividend for the year ended on 3151 March,
2013.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Shri Atul Kharbanda retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Shri Girdhar Gopal Saboo, who
was appointed as an Additional Director under Section 260 of the Act
and is liable to hold office upto the ensuing Annual General Meeting,
being eligible offers himself for re-appointment. The Company has
received necessary notice under Section 257 of the Act. The Board of
Director recommends his re-appointment.
During the financial year 2012-2013, Shri Anuj Kumar Samdhani ceased to
be Director of the Company w.e.f. 26.10.2012 by tendering his
resignation to the Board of Directors of the Company
LITIGATION CLAUSE
Suit has been filed in company law board against Shri Anuj Kumar
Samdhani. Thereby proceedings are going for the same.
AUDITORS AND AUDITOR''S REPORT
M/s N. Kataria & Associates, Chartered Accountants, Jaipur, Auditors of
the Company retire at the forthcoming Annual General Meeting and being
eligible offer themselves for reappointment.
The Company has received the necessary certificate from them pursuant
to 224 (1B) of the Companies Act 1956, regarding their eligibility for
re-appointment. Accordingly, approval of members is being sought at the
forthcoming Annual General Meeting.
The report is self-explanatory and does not call for any explanation.
RE-ISSUE OF FORFEITED SHARES
The Company has reissued 1,34,734 forfeited equity shares as prior
approval of shareholders. The shareholders have given the consent
approval to re-issue the above mentioned forfeited equity shares. The
Board has approved the said re-issue in their meeting held on 28th
March, 2013 at its registered office in which they furnished an
application for the notification of the above re-issue to the Bombay
Stock Exchange with the required documents and information.
SECRETARIAL AUDIT REPORT
A secretarial audit for FY2013 was carried out by Shri Vinod Naredi,
practicing Company Secretary. The secretarial audit report forms part
of this annual report.
The said secretarial audit report confirms that the Company has
complied with all the applicable provisions of the Companies Act, 1956,
Depositories Act, 1996, Equity and Debt Listing Agreements with the
Stock Exchanges, Debenture Trust Deed, Securities Contracts
(Regulation) Act, 1956 and all the regulations of Securities and
Exchange Board India (SEBI) as applicable to the Company, including the
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,2011
(erstwhile Regulation of 1997) and the SEBI (Prohibition of
Insider Trading) Regulations, 1992
LISTING ATSTOCK EXCHANGE
The Equity Shares of the Company are listed at Jaipur, Mumbai,
Ahmadabad, Delhi and Calcutta.
PARTICULARS OF EMPLOYEES
There are no Employees in the Company whose particulars are required to
be disclosed under Section 217(2A) of the Companies Act, 1956 read with
rules there under.
FIXED DEPOSITS
During the year under review, your Company has not invited any fixed
deposit from the public in the terms of the provision of Section 58A of
the Companies Act, 1956, read with the Companies (Acceptance of
Deposits) Rules, 1975.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock exchange is set out as'' Annexure B''
to the Director''s Report.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance forms part of
the Annual Report of the Company.
DIRECTORS1 RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the companies Act, 1956,
your Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards have been followed, along with proper explanation
relating to material departure.
2. The Directors have selected such accounting policies & applied them
consistently & made judgment & estimates that are reasonable & prudent
so as to give a true & fair view of the state of affairs of the Company
at the end of the financial year & of the Profits of the Company for
the year.
3. The Directors have taken proper & sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities.
4. The Directors have prepared the accounts for the year ended 31st
March, 2013 on a ''Going Concern Basis''.
COMPLIANCE CERTIFICATE:
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s. Naredi Vinod & Associates, Company
Secretaries in Whole-time Practice, confirming that the Company has
complied with the provisions of the Companies Act, 1956 and a copy of
the Compliance Certificate is annexed to this report. It is proposed to
appoint, M/s Naredi Vinod & Associates Company Secretaries in
Whole-time Practice, for issuance of Compliance Certificate, for the
financial year 2012-2013.
ACKNOWLEDGEMENT
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 executive, staff and workers of the
Company.
For and on behalf of the Board of Directors
Sd/- Sd/-
Date: 26.08.2013 VIJAY KUMAR ATUL KHARBANDA
Place: Jaipur (Director) (Director)
Mar 31, 2012
To, The Members of Spectrum foods Ltd.,
The Directors are pleased to present the 18th Annual Report and the
Audited Accounts of the Company for the year ended March 31, 2012
FINANCIAL RESULTS
The financial result of the Company for the year under report as
compared to the previous year are summarised below:
(Rs. In lacs)
Particulars Period ended Period ended
31.03.2012 31.03.2011
Total Income 14,126,328 1,86,74,080
Profit (loss) before
Depreciation & Taxation 1,215,458 1,45,12,459
Depreciation - -
Profit before Tax 1,215,458 1,45,12,459
Taxation ( Earlier year &
Deferred Taxation) 2 ,25,000 1,70,654
Profit (loss) after Tax 990,458 1,43,41,805
TURNOVER, PROFITS & FUTURE PROSPECTS
The total income during the year under review was Rs Lacs as against Rs
990,458 in the previous year. The Company incurred a loss Rs. Lacs as
against Rs. 1,43,41,805 last year.
DIVIDEND
In view of the financial position of the Company, your Directors do not
recommend payment of any dividend for the year ended on 31st March,
2012.
BOARD OF DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Mr. Anuj Kumar Samdhani retires by rotation at
the ensuing Annual General Meeting and being eligible, offers himself
for re-appointment.
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Shri Atul Kharbanda, who was
appointed as an Additional Director under Section 260 of the Act and is
liable to hold office upto the ensuing Annual General Meeting, being
eligible offers himself for re-appointment. The Company has received
necessary notice under Section 257 of the Act. Your Board of Director
recommends his re-appointment.
AUDITORS AND AUDITOR'S REPORT
M/s N. Kataria & Associates, Chartered Accountants, Jaipur, Auditors of
the Company retire at the forthcoming Annual General Meeting and being
eligible offer themselves for reappointment.
The Company has received the necessary certificate from them pursuant
to 224 (1B) of the Companies Act 1956, regarding their eligibility for
re-appointment. Accordingly, approval of members is being sought at the
forthcoming Annual General Meeting.
The report is self-explanatory and does not call for any explanation.
LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at Jaipur, Mumbai,
Ahmedabad, Delhi and Calcutta. PARTICULARS OF EMPLOYEES
There are no Employees in the Company whose particulars are required to
be disclosed under Section 217(2A) of the Companies Act, 1956 read with
rules there under.
FIXED DEPOSITS
During the year under review, your Company has not invited any fixed
deposit from the public in the terms of the provision of Section 58A of
the Companies Act, 1956, read with the Companies (Acceptance of
Deposits) Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars regarding foreign exchange earning and expenditure,
conservation of energy, research and development and technological
absorption are set out in the 'Annexure A' to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreements with the Stock exchange is set out as' Annexure B'
to the Director's Report.
CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance forms part of
the Annual Report of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the companies Act, 1956,
your Directors confirm that:
1- In the preparation of the annual accounts, the applicable accounting
standards have been followed, along with proper explanation relating to
material departure.
2- The Directors have selected such accounting policies & applied them
consistently & made judgment & estimates that are reasonable & prudent
so as to give a true & fair view of the state of affairs of the Company
at the end of the financial year & of the Profits of the Company for
the year.
3- The Directors have taken proper & sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities.
4- the Directors have prepared the accounts for the year ended 31st
March, 2012 on a 'going concern basis'.
COMPLIANCE CERTIFICATE:
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s. Naredi Vinod & Associates, Company
Secretaries in Whole-time Practice, confirming that the Company has
complied with the provisions of the Companies Act, 1956 and a copy of
the Compliance Certificate is annexed to this report. It is proposed to
appoint, M/s Naredi Vinod & Associates Company Secretaries in
Whole-time Practice, for issuance of Compliance Certificate, for the
financial year 2011-2012.
ACKNOWLEDGEMENT
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 executive, staff and workers of the
Company.
For and on behalf of the Board of Directors
Sd/- Sd/-
Date: 16.08.2012 Anuj Kumar Samdhani ATUL KHARBANDA
Place: Jaipur (Director) (Director)
Mar 31, 2010
The Directors are pleased to present the 16th Annual Report and the
Audited Accounts of the Company for the year ended March 31, 2010.
1. FINANCIAL PERFORMANCE
Particulars Financial Year Financial Year
31.03.2009-10 31.03.2008-09
Total Income 23,383,955 19,663,703
Profit/(Loss) before Depreciation &
Taxation 4210643 (766,333)
Depreciation
Profit before tax 4210643 (766,333)
Taxation ( including FBT & Deferred
Taxation) 558675 Nil
Profit/(loss) after tax 3651968 (766,333)
2. TURNOVER. PROFITS & FUTURE PROSPECTS
The total income during the year under review was Rs 23,383,955/- as
against Rs. 19,663,703/- in the previous year. The Company incurred a
profit of Rs. 36,51,968/- as against a loss of Rs 7,66,333/-last year.
3. DIVIDEND
In view of conserving the profits for the future, your Directors do not
recommend payment of any dividend for the financial year ended on 31st
March, 2010.
4. BOARD OF DIRECTORS
Shri Bhanwar Singh was appointed as an Additional Director of the
Company on the meeting of Board of Directors of the Company held on
12th August, 2009.
He was not regularized as a Director at the Annual General Meeting,
hence ceased to be a Director under Section 260 of the Companies Act,
1956.
Further, Shri Bhanwar Singh was appointed as an Additional Director of
the Company w.e.f 11th September, 2009. He was also appointed as
Whole-time Director w.e.f 19th December, 2009. In the terms of section
260 of the Companies Act, 1956 he shall hold the office only upto the
date of the ensuring Annual General Meeting. The Company has received
requisite notice in writing from a member proposing his candidature for
the office of director liable to retire by rotation.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association, Shri Atul Kharbanda retires by rotation at the
ensuing Annual General Meeting and being eligible, offers himself for
re-appointment.
Shri Shyam Sunder Sharma ceased to be a Director of the Company w.e.f
31.10.2009 by tendering his resignation to the Board of Directors of
the Company.
In accordance with the provisions of the Companies Act, 1956, and the
Articles of Association of the Company, Shri Manish Saini, who was
appointed as an Additional Director under Section 260 of the Act and is
liable to hold office upto the ensuing Annual General Meeting, being
eligible offers himself for re-appointment. The Company has received
necessary notice under Section 257 of the Act. Your Board of Directors
recommend his re-appointment.
5. AUDITORS
M/s N. Kataria & Associates, Chartered Accountants, Jaipur, Auditors of
the Company retire at the forthcoming Annual General Meeting and being
eligible offer themselves for reappointment.
The Company has received the necessary certificate from them pursuant
to section 224 (1B) of the Companies Act 1956, regarding their
eligibility for re-appointment. Accordingly, approval of members is
being sought at the forthcoming Annual General Meeting.
The qualifications / observations of the Auditors are explained
wherever necessary in appropriate notes to Accounts.
6. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at JSE, BSE, ASE, DSE and
CSE.
7. PARTICULARS OF EMPLOYEES
There are no Employees in the Company whose particulars are required to
be disclosed under Section 217(2A) of the Companies Act, 1956 read with
rules there under.
8. FIXED DEPOSITS
During the year under review, your Company has not invited any fixed
deposit from public in terms of the provisions of Section 58A of the
Companies Act, 1956, read with the Companies (Acceptance of Deposits)
Rules, 1975
9. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING AND OUTGO
The particulars regarding foreign exchange earning and expenditure,
conservation of energy, research and development and technological
absorption are set out in the Annexure A to this report.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The report on Management Discussion and Analysis as required under the
Listing Agreement with the Stock exchanges is set out as Annexure B
to the Directors Report.
11. CORPORATE GOVERNANCE REPORT
The Company has complied with all the mandatory requirements of
Corporate Governance specified by Securities & Exchange Board of India
(SEBI) through Clause 49 of the Listing Agreement. As required by the
said clause, a separate Report on Corporate Governance forms part of
the Annual Report of the Company.
12. DIRECTORS RESPONSIBILITY STATEMENT
In terms of provisions of Section 217(2AA) of the companies Act, 1956,
your Directors confirm that:
1. In the preparation of the annual accounts, the applicable
accounting standards had been followed, along with proper explanation
relating to material departure.
2. The Directors had selected such accounting policies & applied them
consistently & made judgment & estimates that are reasonable & prudent
so as to give a true & fair view of the state of affairs of the Company
at the end of the financial year & of the Profits of the Company for
the year.
3. The Directors had taken proper & sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company & for
preventing & detecting fraud & other irregularities.
4. Directors had prepared the annual accounts on a going concern
basis.
13. COMPLIANCE CERTIFICATE
As per the requirement of Section 383A of the Companies Act, 1956 and
Companies (Compliance Certificate) Rules, 2001, the Company has
obtained a Certificate from M/s V.M. & Associates, Company Secretaries
in Whole-time Practice, confirming that the Company has complied with
the provisions of the Companies Act, 1956 and a copy of the Compliance
Certificate is annexed to this report.
The appointment of M/s V.M. & Associates, Company Secretaries in
Whole-time Practice, , is also sought, for the year 2010-2011, given in
the notice.
14. ACKNOWLEDGEMENT
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 executive, staff and workers of the
Company.
For and on behalf of the Board of Directors
Sd/- Sd/-
Date 31.07.2010 BHANWAR SINGH ATUL KHARBANDA
Place: Jaipur Whole Time Director Director