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