Directors Report of Spectra Industries Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Financial Statements for the year ended on March 31, 2015



FINANCIAL RESULTS: (Rs. in lakhs)

2014-20151 2013-2014

Sales 11051.58 6948.64

PROFIT 300.01 84.12

Less:

Depreciation 88.52 52.49

Interest 203.99 139.05

PROFIT/ LOSS BEFORE TAX 7.50 (107.42)

Less: Provision for Taxation

Current Tax 2.00 -

Deferred Tax (11.56) (1.02)

Income tax for the earlier Year (4.44) -

PROFIT/LOSS AFTER TAX 21.50 (108.44)

Surplus brought forward from Previous Year - -

PROFIT/LOSS AVAILABLE FOR APPROPRIATION 21.50 (108.44)

(With a view to conserve the resources, there was no transfer of profits made to General Reserve.)

OPERATIONS:

During the year under review, net sales turnover was Rs. 10,916.75 lakhs as against Rs.6,896.59 lakhs during the corresponding previous year. Profit after tax was Rs. 21.50 lakhs as against Loss of Rs.108.44 lakhs for the previous year.

OUTLOOK:

One of the Company's business activity is dealership of heavy and light commercial vehicles manufactured by Mahindra & Mahindra Ltd., which is coming out with new products with larger capacity soon. The Central and State Governments are giving lot of impetus to Infrastructure Sector, which is expected to increase demand for Commercial Vehicles. In view of this the company is hopeful to improve its performance further during Current year.

DIVIDEND

To conserve the resources of the company, the Board of Directors do not recommend any dividend for the financial year 2014-2015.

MATERIAL CHANGES & COMMITMENTS:

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year and date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

5 (Five) meetings of the Board of Directors were held during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri.Bharat Bhushan Gupta (DIN 00066600), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Shri.Prabhjot Singh Chandok (DIN 00303212),Shri.A. M. Arondekar (DIN 00025527), Shri. Sanjeev Chirania (DIN 01253698) and Shri. C. J. Kotcher (DIN 02927952),were appointed as Independent Directors at the Annual General Meeting of the Company held on September 6, 2014.

With a view to strengthen the Board and also to meet the regulatory requirements, Ms.Priya Makhija (DIN 07109712) was appointed as an Additional/ Independent Director of the Company with effect from March 10, 2015.

The necessary resolution for seeking approval of shareholders for the appointment of Mrs. Priya Makhija as an Additional/ Independent Director with effect from March 10, 2015 has been incorporated in the notice of the forthcoming Annual General Meeting of the Company. The Company has received notice under Section 160 of the Act along with the requisite deposit proposing her appointment.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointments of Managing Director and Company Secretary as key managerial personnel of the Company was formalised. During the year Company also appointed Shri. Jaidev Gupta, (DIN : 00066999) Executive Director as the Chief Financial Officer of the Company under the provisions of Section 203 of the Act.

Shri. Sanjeev Chirania (DIN 01253698), Independent Director of the Company, resigned with effect from May 05, 2015.The Board places on record their sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

Shri A.M Arondekar (DIN 00025527), Shri. Prabhjot Singh Chandok (DIN 00303212), Shri. C J Kotcher (DIN 02927952), and Ms. Priya Makhija (DIN 07109712) who are independent directors, have submitted a declaration that each of them meets the criteria of independence as provided in sub Section (6) of Section 149 of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE OF BOARD OF DIRECTORS

The Audit committee of the Board of directors of the Company consists of the following members:



1. Shri. A M Arondekar

2. Shri. P S Chandok

3. Ms. Priya M. Makhija

4. Shri. Sanjiv Chirania (up to 05.05.2015)

VIGIL MECHANISM

The Company has formulated and published a Whistle Blower Policy to provide a mechanism ("Vigil Mechanism") for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177 (9) of the Act.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, senior management as adopted by the Board of Directors are placed on the website of the Company and are annexed as "Annexure I & II" to this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:

* Providing assurance regarding the effectiveness and efficiency of operations

* Efficient use and safeguarding of resources

* Compliance with policies, procedures and applicable laws and regulations and,

* Transactions being accurately reported and recorded timely

The Company has budgetary control system to monitor expenditures and operations against budgets on an on-going basis. The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company does not have any subsidiary/ joint ventures/ associates.

EXTRACT OF ANNUAL RETURN

As provided under sub Section (3) of Section 92 of the Act, the extract of annual return is enclosed, which forms part of the directors' report as "Annexure III".

AUDITORS

M/s. D K Roongta & Co, Chartered Accountants, the Auditors of the company who would retire at the ensuing Annual General Meeting offer themselves for reappointment. M/s. D K Roongta & Co, Chartered Accountants (Firm reg. No. 108871W), the existing auditors have furnished a certificate, confirming that if re-appointed for the financial year 2015-2016 their reappointment will be in accordance with Section 139 read with section 141 of the Companies Act, 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditor for auditing the secretarial records of the Company for the financial year 2014-2015.

The Secretarial Auditors' Report is annexed as Annexure IV.

AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT

The auditors' report does not contain any qualifications, reservations or adverse remarks in their report.

As regard the observation made by the Secretarial Auditor in their Report, your directors have to state that the company has made necessary compliances in respect of the same.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY:

During the year, the Company continued to make efforts to prevent wasteful electrical consumption.

(B) TECHNOLOGY ABSORPTION:

The Company does not need any technology for its existing business.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company did not have any Foreign Exchange earnings and outgo of foreign exchange during the year under review.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as "AnnexureV".

DEPOSITS

The Company has not accepted any deposits from public .

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITY

There are no significant or material orders passed by any regulator or court that would impact the going concern status of the Company and its future operation.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As on March 31, 2015, the details of Loans given, investments made and guarantees and securities made as per section 186 of the Act are as under:

Loans : NIL

Investments: Rs. 93,32,629/-

Guarantees/ securities: NIL

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a risk management policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as "Annexure VI".

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board's own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Sr. Performance Performance evaluation Criteria No. evaluation of performed by

1 Each Individual Nomination and Attendance, Contribution director Remuneration Committee to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and provided, constructive contribution and guidance key performance aspects in case of executive directors etc.

2 Independent Entire Board of Attendance, Contribution to directors; Directors the Board and committee excluding the meetings like preparedness director who on the issues to be is being discussed, meaningful and evaluated constructive contribution, and guidance provided etc.

3 Board, its All directors Board composition and committees structure; effectiveness and individual of Board processes, directors information and functioning, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2014-15, the Company has received nil complaints on sexual harassment.

LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

CORPORATE GOVERNANCE:

In terms of the Securities and Exchange Board of India ("SEBI") circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 the compliance of provisions of the revised Clause 49 of the Listing Agreement are not mandatory to the Company for the time being.

ACKNOWLEDGEMENT

The directors thank the Company's employees, customers, vendors, bankers and investors for their continuous support.

The directors also thank the, Government of India, the Governments of various States in India and concerned Government departments/agencies for their co-operation.

On behalf of the Board of Directors

Bharat Bhushan Gupta Mumbai Chairman 12th August, 2015 DIN: 00066600

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Mar 31, 2014

TO THE MEMBERS

The directors are pleased to present before you the twenty Second Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

(Rs. in lacs)

Particulars Year ended Year ended March 31, 2014 March 31, 2013

Sales & operational Income 6948.64 7722.12

Profit before Interest, Depreciation and Tax 84.12 255.27

Less : Interest 139.05 123.51

Depreciation/Amortisation 52.49 60.67

Tax - 191.54 26.56 210.74

(107.42) 44.53

Deferred tax (1.02) 1.01

Net Profit/(Loss) for the year (108.44) 45.54

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review.

INSURANCE

All assets of the company are adequately insured.

LISTING

The equity Shares of the Company are listed on the BSe ltd. the Company has paid the annual listing fees for the F.Y. 2014-15.

DIRECTORS

Mr. Jaidev Gupta, director of the Company, retires at the ensuing Annual General Meeting and is eligible for re-appointment.

As per Section 149(4) of the Companies Act, 2013 (''Act''), which came into force with effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent directors.

In compliance with the provisions of Section 149 of the Act, read with Schedule IV of the Act, the necessary resolutions for the appointment of Mr. p. S. Chandok, Mr. A. M. Arondekar, Mr. Sanjeev Chirania and Mr. C. J. Kotcher as Independent directors of the Company are being placed before the Members at the ensuing Annual General Meeting for their approval.

In accordance with the provisions of Section 149 of the Act, these directors are being appointed as Independent directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certifcate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing Agreement with the Stock exchange are attached to this Report and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

i. that in the preparation of the annual accounts, 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 loss of the Company for the period under review.

iii. That the directors have taken proper and suffcient care 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. That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

1. Steps are taken to conserve energy at all levels. lights and power were switched off whenever not required.

2. There was no technology import during the year under review.

3. Earnings in foreign currency Rs. nil

4. Expenditure in foreign currency Rs. 60,86,664/- Import purchases (on CIF Value)

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975.

AUDITORS

M/s. d. K. Roongta & Co., Chartered Accountants (Firm Reg. no.108871W), the Auditors of the Company would retire at the forthcoming Annual General Meeting. pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. d. K. Roongta & Co as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the next AGM.

INDUSTRIAL RELATIONS

The industrial relations at Company''s plants at Murbad and Mira Road remained peaceful during the year.

ACKNOWLEDGEMENT

The directors place on record their sincere appreciation for the co-operation and support extended by Shareholders, Customers, Bankers, Vendors and employees at all levels.

For and on behalf of the Board

BHARAT BHUSHAN GUPTA

Chairman

Place: Mumbai Dated: 23.07.2014

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Mar 31, 2013

TO THE MEMBERS

The Directors are pleased to present before you the Twenty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS (Rs. in lacs)

Particulars Year ended Year ended March 31, 2013 March 31, 2012

Sales & Operational 7722.12 5491.11

Income

Profit before Interest, 255.27 179.97 Depreciation and Tax

Less : Interest 123.51 84.31

Depreciation /Amortisation 60.67 58.56

Tax 26.56 10.00

210.74 152.87

44.53 27.10

Add: Deferred Tax 1.01 (0.65)

Net Profit/(Loss) 45.54 26.45 for the year

DIVIDEND

The Directors do not recommend dividend for the financial year ended 31st March 2013.

INSURANCE

All assets of the company are adequately insured.

LISTING

The Equity Shares of the Company are listed on the BSE Ltd. The Company has paid the annual listing fees for the F.Y. 2013-14.

DIRECTORS

Mr. Bharat Bhushan Gupta and Mr. C. J. Kotcher retire by rotation and being eligible, offer themselves for re- appointment.

Brief resume of the above directors, their expertise in specific functional areas and name of companies in which they hold directorship/membership/chairmanship of committees, as stipulated under clause 49 of the listing agreement are given in the section on corporate governance in the Annual Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the listing agreement with the Stock Exchange are attached to this Report and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual accounts, 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 of the Company for the period under review.

(iii) That the directors have taken proper and sufficient care 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) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

1. Steps are taken to conserve energy at all levels. Lights and power were switched off whenever not required.

2. There was no technology import during the year under review.

3. Earnings in foreign currency Rs. Nil

4. Expenditure in foreign currency Rs. 50,46,938/-

(Import of Materials)

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. D. K. Roongta & Co., Chartered Accountants, the Auditors of the Company would retire at the forthcoming Annual General Meeting. They have under Section 224(1B) of the Companies Act, 1956 furnished certificate of their eligibility for re-appointment. Shareholders are requested to appoint Auditors and fix their remuneration.

INDUSTRIAL RELATIONS

The industrial relations remained peaceful during the year.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the co-operation and support extended by Shareholders, Customers, Bankers, Vendors and Employees at all levels.

For and on behalf of the Board

Place: Mumbai BHARAT BHUSHAN GUPTA

Date: 30.05.2013 Chairman

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Mar 31, 2012

The Directors are pleased to present before you the Twentieth Annual Report together with the Audited Statement of Accounts of the Company for the Year ended on31stMarch,2012.

FINANCIAL RESULTS

(Rs. in lacs) Particulars Year Ended Year Ended March 31,2012 March 31,2011

Sales & Operational Income 5491.11 4773.82

Profit before Interest, 179.97 160.16

Depreciation and Tax

Less : Interest 84.31 33.92

Depreciation/Amortization 58.56 37.91

Tax 10.00 20.03

- 152.87 91.86

Add : Deferred Tax 27.10 68.30

-- (0.65) -- 7.96

Net Profit/(Loss) 26.45 76.26 for the year

DIVIDEND

The Directors do not recommend dividend for the financial year ended 31st March, 2012.

INSURANCE

All the Company's assets are adequately insured.

LISTING

The Equity Shares of the Company are listed on The Bombay Stock Exchange Limited. The Company has paid the Annual Listing Fees for the year 2012-2013.

DIRECTORS

Shri Sanjeev Chirania and Shri Jaidev Gupta retire by rotation and being eligible offer themselves for reappointment.

Brief resume of the above directors, their expertise in specific functional areas and name of companies in which they hold directorship and membership / chairmanship of committees, as stipulated under clause 49 of the listing agreement are given in the section on corporate governance in the Annual Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as Stipulated under clause 49 of the listing agreement with the Stock Exchange are attached to this Report and forms part of this Report.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act,

1956, the Directors confirm the following

(i) That in the preparation of the annual accounts, 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 the Company for the period under review;

(iii) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

1. Steps are taken to conserve energy at all levels. Lights and power were switched off whenever not required.

2. There was no technology import during the year under review.

3. Earnings in foreign currency Rs. Nil

4. Expenditure in foreign currency

(Import of Materials) Rs. Nil

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. D. K. Roongta & Co., Chartered Accountants, the Auditors of the Company would retire at the forthcoming Annual General Meeting. They have under Section 224(1 B) of the Companies Act, 1956 furnished certificate of their eligibility for reappointment. Shareholders are requested to appoint Auditors and fix their remuneration.

INDUSTRIAL RELATIONS

The industrial relations at Company's plant at Murbad remained peaceful during the year.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the co-operation and support extended by shareholders, customers, bankers, vendors and employees at all levels.

For and on behalf of the Board

Place: Mumbai Bharat Bhushan Gupta

Date: 30th May,2012 Chairman

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Mar 31, 2011

The Directors are pleased to present before you the Nineteenth Annual Report together with the Audited Accounts of the Company for the Year ended on 31st March, 2011.

FINANCIAL RESULTS -

(Rs. in iacs)

Particulars Year Ended Year Ended March31,2011 March 31,2010

Sales & Operational Income 4762.67 3628.63

Profit before Interest, 159.85 139.01 Depreciation and Tax

Less : Interest 33 93 39.10

Depreciation 37.58 37.47

Tax 20.00 12.50

91.51 89.07

Add : Deferred Tax 7.96 7 94

Net Profit'(Loss) 76.30 57.88 for the year

Add : Balance brought 230.36 172.48 forward from previous year

Amount available for 306.66 230.36 appropriation

Add: Depreciation for Earlier Year

Less : Income Tax for (Earlier year) 0.03

Balance carried forward 306.63 230.36

OPERATIONS

During the year under report, the company has opened a separate division in the narne and style of Spectra Automotives for commencing the business of dealership with Mahindra Navistar Automotives Limited of their light and heavy commercial vehicles manufactured by them for the entire district of Thane, Raigadand Mumbai.

DIVIDEND

In order to conserve the resources, the board of Directors do not recommend dividend for the financial year ended 31 st March, 2011.

INSURANCE

All the Company's assets are adequately insured.

LISTING

The Equity Shares of the Company are listed on The Bombay Stock Exchange Limited, The Company has paid the Annual Listing Fees for The year 2011-2012.

DIRECTORS

Shri Awinash Arondekar and Shri Prabhjot Singh Chandok retire by rotation and being eligible offer themselves for reappointment.

Brief resume of the above directors, their expertise in specific functional areas and name of companies in which they hold directorship and membership / chairmanship of committees, as stipulated under clause 49 of the listing agreement are given in the section on corporate governance in the Annual Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as Stipulated under clause 49 of the listing agreement with the Stock Exchange are attached to this Report and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual accounts, 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 the Company for the period under review.

(iii) That the Directors have taken proper and sufficient care 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) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

1. Steps are taken to conserve energy at all levels. Lights and power were switched off whenever not required.

2. There was no technology import during the year under review.

3. Earnings in foreign currency Rs. Nil

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 2; 7 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. D. K. Roongta & Co., Chartered Accountants, the Auditors of the Company would retire at the forthcoming Annual General Meeting. They have under Section 224( 1B) of the Companies Act, 1956 furnished certificate of their eligibility for reappointment. Shareholders are requested to appoint Auditors and fix their remuneration.

INDUSTRIAL RELATIONS

The industrial relations at Company's plant at Murbad remained peaceful during the year.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the cooperation and support extended by shareholders, customers, bankers, vendors and employees at all levels.

For and on behalf of the Board

Place : Mumbai Bharat Bhushan Gupta

Date:30th May,20l1 Chairman

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Mar 31, 2010

The Directors are pleased to present before you the Eighteenth Annual Report together with the Audited Statement of Accounts of the Company for the Year ended 31st March,2010.

FINANCIAL RESULTS -

(Rs. in lacs)

Particulars Year Ended Year Ended

March 31,2010 March 31,2009

Sales & Operational Income 3626.36 1848.78

Profit before Interest, 139.01 (18.94)

Depreciation and Tax

Less : Interest 39.10 65.07

Depreciation 37.47 38.87

Tax 12.50 -

Fringe Benefit

Tax - 89.07 0.55 104.49

Add : Deferred Tax 7.94 8.16

Net Profit/ (Loss) 57.88 (115.27)

for the year

Add : Balance brought 172.48 291.98

forward from

previous year

Amount available for 230.36 176.71

appropriation

Add: Depreciation for Earlier Year

Less : Income Tax for

Earlier year , - 4.23

Balance carried forward 230.36 172.48

DIVIDEND





The directors do not recommend dividend for the Financial year ended 31st March, 2010.

INSURANCE

All the Companys assets are adequately insured. LISTING

The Equity Shares of the Company are listed on the Bombay Stock Exchange Limited, The Company has paid the Annual Listing Fees for the year 2010-2011.

DIRECTORS

Mr. Jaidev Gupta and Mr. CJ Kotcher were appointed as Additional Directors of the Company w.e.f. 28.01.2010 By virtue of Section 260 of the Companies Act, 1956 they would hold office upto the date of the ensuring Annual General Meeting and are eligible for re appointment.

Shri Sanjeev Ghirania and Shri Bharat Bhushan Gupta retire by rotation and being eligible offer themselves for reappointment.

Brief resume of the above Directors, their expertise in specific functional areas and name of companies in which they hold directorship and membership/chairmanship of committees, as stipulated under Clause 49 of the Listing Agreement are given in the section on Corporate Governance in the Annual Report.

During the year Mr. Achal Bangani, Director of the Company, resigned from the Directorship of the Company w.e.f. 20.10.2009. The Directors put on record their sincere appreciation for the contribution made by him during the tenure of his office as a director of the company.

CORPORATE GOVERNANCE

A separate section on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as Stipulated under clause 49 of the listing agreement with the Stock Exchange are attached to this Report and forms part of this Report.

POSTAL BALLOT

The Company has passed special resolutions for alteration in objects clause of the Memorandum of Association of the company under section 17 of the Companies Act, 1956 & commencement of new business under section 149 of the Companies Act, 1956 through Postal Ballot on 18.05.2010.

DIRECTORS RESPONSIBILITY STATEMENT

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

(i) That in the preparation of the annual accounts, 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 of the Company for the period under review.

(iii) That the Directors have.taken proper and sufficient care 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) That the Directors have prepared the annual accounts for the financial year ended 315t March, 2010 on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

1. Steps are taken to conserve energy at all levels.

Lights and power were switched off whenever not

required.

2. There was no technology import during the year under review.

3. Earnings in foreign currency Rs. Nil

4. Expenditure in foreign currency

(Import of Materials ) Rs. Nil

PARTICULARS OF EMPLOYEES

The Company does not have any employee whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

AUDITORS

M/s. D. K. Roongta & Co., Chartered Accountants, the Auditors of the Company would retire at the forthcoming Annual General Meeting. They have under Section 224(1 B) of the Companies Act, 1956 furnished certificate of their eligibility for reappointment. Shareholders are requested to appoint Auditors and fix their remuneration.

INDUSTRIAL RELATIONS

The industrial relations at Companys plant at Murbad remained peaceful during the year.

ACKNOWLEDGEMENT

The Directors place on record their sincere appreciation for the cooperation and support extended by shareholders, customers, bankers, vendors and employees at all levels.



For and on behalf of the Board

Place : Mumbai Bharat Bhushan Gupta

Date: 28th May,2010 Chairman