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Directors Report of Spenta International Ltd.

Mar 31, 2016

DIRECTORS'' REPORT

To,

The Members,

SPENTA INTERNATIONAL LIMITED.

The Directors have great pleasure in presenting 29th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2016.

1. FINANCIAL RESULTS:

(Rs. In Lacs)

Particulars

(Rs. in Lacs)

Year ended 2015-16

Year ended 2014-15

Total Income (including Other Income)

3825.56

3612.80

Gross Profit (before Interest, Depreciation and tax)

576.61

475.90

Less : Interest

113.76

74.68

: Depreciation

92.30

221.64

: Provision for taxation - Current

100.00

91.00

- Deferred

0.42

(36.63)

Net Profit after tax

270.14

125.21

Balance brought forward from previous year''s a/c

1592.38

1580.27

Amount available for appropriation

1862.52

1705.48

Transfer & Appropriations:

Proposed Dividend

33.17

30.41

DDT on proposed Equity Dividend

6.75

6.22

Capital redemption reserve on buy back of shares

NIL

76.47

Balance carried to balance sheet

1822.60

1592.38

1862.52

1705.48

2. DIVIDEND AND TRANSFER TO RESERVES:

Your Directors are pleased to recommend a final Dividend of Rs. 1.20 per equity share of the face value of Rs. 10/- each for the approval of the shareholders.

The dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb Rs. 33.17 lacs, excluding Rs. 6.75 lacs as tax on dividend. The dividend will be free of tax in the hands of the shareholders of the Company.

No amount is being transferred to reserves during the year under review.

3. FUTURE PROSPECTS :

Company is in the process of importing 46 socks knitting machines out of which 28 machines are new and 18 machines are pre-owned. This will increase company''s production capacity by 10 % and reduce the dependence of the Company on outsourcing.

4. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY;

There is no change in the nature of business of the Company.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

Some workers of the company had declared a sudden strike in the factory during November 2015 and the production activities have been halted. In view of the above, the Company has entered into necessary initial negotiation with the workers.

Strike has been temporarily withdrawn from November 06, 2015 to March 31, 2016 as Management has entered into three years'' agreement with workers and matter has been settled.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year there has been no change in the composition of Board of Directors of the Company.

Members of the Company approved payment of remuneration in the grade of Rs. 7,00,000 p.m to Mr. Sanjay Gadodia, whole time Director w.e.f 29th September,2015.

7. NUMBER OF BOARD MEETINGS:

During the financial year, the Board had met seven times on 29th May 2015, 8th July 2015, 14th August 2015, 8th September 2015, 30th September 2015, 9th November 2015 and 12th February 2016.

8. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

9. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 12th February, 2016 to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non-Executive Directors and of the Audit committee by other members of the Board. The same was compiled by Independent authority and informed to the members.

10. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, the applicable accounting standard had 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 maintenances of adequate accounting records in accordance with the provision 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 on a going concern basis.

v) 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.

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

11. SUBSIDIARIES AND ASSOCIATE COMPANY''S:

As on 31st March, 2016, Company has no subsidiaries and associate companies.

12. DEPOSITS:

Your Company did not accept any deposits from the public during the year. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

13. INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Rajesh K. Jain & Co., internal auditors for the year to 2016-2017 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company''s policies and ensure statutory and other compliance through, periodical checks and internal audit.

14. STATUTORY AUDITORS:

M/s. A. R. Parikh & Co (Membership No. 38188), Chartered Accountants were appointed as Statutory Auditors at the Annual General Meeting held on 24th September, 2014 for the period of three (3) years. i.e. for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

15. STATUTORY AUDITOR''S REPORT AND QUALIFICATION:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A. R. Parikh & Co, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

16. COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2015-16.

17. SECRETARIAL AUDITOR & REPORT

The Board has appointed Hemant Shetye, Partner of HS Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for the financial year 2016-2017. Also annexed herewith secretarial Audit report (MR-3), in Annexure-1 as provided by M/s. HS Associates, for the secretarial audit conducted by them for the period 2015-16 under review. The company is in the process of appointment of whole time company secretary however the company could not find suitable candidate for the post of whole time company secretary.

18. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-2 and is attached to this Report.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure 3.

All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

The Related Party Transactions Policy as approved by the Board is uploaded on the Company''s website at www.spentasocks.com.

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Schedule 13 of the Balance Sheet.

21. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is annexed hereto marked Annexure-4 and forms part of this report.

22. CORPORATE GOVERNANCE REPORT

The company falls under the criteria 15(2) (a) of the Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 as the Paid up capital of the company was below Rs. 10 Crores and net worth was below Rs. 25 Crores as on the last day of the previous financial year.

As on 31st March, 2016, the Company''s Paid up Capital is of Rs. 2,76,43,260 /- (Rupees Two Crore Seventy Six Lacs Forty Three Thousand Two Hundred Sixty only) and Net worth is of Rs.21,19,02,442/- (Rupees Twenty One Crore Nineteen Lacs Two Thousand Four Hundred Forty Two only).

Hence compliance with Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015 are not applicable to company.

23. PARTICULARS OF EMPLOYEES:

During the financial year there were no employees drawing salary exceeding Rs. 5 Lacs p.m if employed for a part of financial year and Rs. 60 lac p.a. if employed throughout the financial year. The information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee''s remuneration is annexed hereto marked Annexure-5 and forms part of this report.

24. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015, is annexed to this report. (Annexure 6)

25. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk Management Policy to ensure compliance with revised clause 49 of the listing agreement. Major risks identified by the businesses and functions are systematically addressed and also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee and The risk management policy is available on the website of the company: www.spentasocks.com.

26. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

27. COMMITTEES OF THE BOARD:

During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders'' Relationship Committee

28. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

'' The Company has established a vigil mechanism for Directors and employees to report their genuine concerns. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. Details of which have been given in the Corporate Governance Report annexed to this Report.

The Vigil Mechanism Policy is available at the website of the company: www.spentasocks.com.

29. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. Currently there are 57 women employees'' working with the Company and a senior women employee has been designated to receive complaints and report such cases to the Audit Committee in this behalf. There were no complaints filed by any of the women employees of the Company under this Act.

30. ACKNOWLEDGMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

BY ORDER OF THE BOARD

Sd/-

SANJAY GADODIA

DATE: AUGUST 11,2016 (CHAIRMAN)

PLACE: PALGHAR DIN NO: 00203433


Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting 28th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year ended Year ended 2014-15 2013-14

Total Income (including Other Income) 3612.80 3803.79

Gross Profit (before Interest, 475.90 520.46 Depreciation and tax)

Less: Interest 74.68 79.17

: Depreciation 221.64 173.19

: Provision for taxation - Current 91.00 110.00

- Deferred (36.63) 11.30

Net Profit aftertax 125.21 146.80

Balance brought forward from previous 1580.27 1433.47 year's a/c

Amount available for appropriation 1705.48 1580.27

Transfer & Appropriations:

Proposed Dividend 30.41 0

DDT on proposed Equity Dividend 6.22 0

Capital redemption reserve on buy 76.47 0 back of shares

Balance carried to balance sheet 1592.38 1580.27

1705.48 1580.27

2. DIVIDEND AND TRANSFER TO RESERVES:

Your Directors are pleased to recommend a final Dividend of Rs. 1.10 per equity share of the face value of Rs. 10/- each for the approval of the shareholders.

The dividend, if approved by the shareholders at the forthcoming Annual General Meeting would absorb Rs. 30.41 lacs, excluding Rs. 6.22 lacs as tax on dividend. The dividend will be free of tax in the hands of the shareholders of the Company.

No amount is being transferred to reserves during the year under review.

3. BUYBACK:

The Company during the year offered shares for Buy Back of upto 7, 77,975 fully paid-up shares equity shares of face value Rs.10/- each at a price of Rs.32/- per fully paid-up equity share for cash through tender offer process (the "Buyback"). The Company bought-back 3,47,574 shares on 16th February, 2015 being the Extinguishment date. After buy-back of Securities total paid-up share capital of the company is Rs. 2,76,43,260

4. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The remuneration of M r. Danny Hansotia and Sanjay Gadodia is revised subject to provisions of the Companies Act, 2013.

6. NUMBER OF BOARD MEETINGS:

During the financial year, the Board had met four times on 29th May, 2014,13th August, 2014, 5th November, 2014 and 12th February, 2015.

7. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

8. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 12th February, 2015 to review the working of the Company, its Board and Committees. The meeting decided on the process of evaluation of the Board and Audit Committee. It designed the questionnaire on limited parameters and completed the evaluation of the Board by Non Executive Directors and of the Audit committee by other members of the Board. The same was complied by Independent authority and informed to the members.

9. DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors hereby confirms:

i) That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures.

li) 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 provision 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 on a going concern basis.

v) 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.

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

10. SUBSIDIARIES AND ASSOCIATE COMPANY'S:

As on 31st March, 2015, Company has no subsidiaries and associate companies.

11. DEPOSITS:

Your Company did not accept any deposits from the public during the year. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

12. INTERNAL AUDITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Rajesh K. Jain & Co., internal auditors for the year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.

13. STATUTORY AUDITORS:

M/s. A. R. Parikh & Co (Membership No. 38188), Chartered Accountants were appointed as Statutory Auditors at the Annual General Meeting held on 24th September, 2014 for the period of three (3) years, i.e. for the Annual General Meeting to be held in year 2017 subject to ratification at each Annual General Meeting. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment

The resolution for ratification of his appointment is put forward for your approval in the ensuing Annual General Meeting.

14. STATUTORY AUDITOR'S REPORT AND QUALIFICATION:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A. R. Parikh & Co, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

15. COST AUDITORS:

As per Section 148 read with Companies (Audit & Auditors) Rules, applicable to cost auditors, the company was not liable to appoint Cost auditors for the financial year 2015-16.

16. SECRETARIAL AUDITOR & REPORT

The Board has appointed HS associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2015-2016. Also annexed herewith secretarial Audit report (MR-3), as provided by M/s. HS Associates, for the secretarial audit conducted by them for the period 2014-15 under review. The company does not have a whole time company secretary however the company has initiated measures for the appointment of the same.

17. EXTRACT OF ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure-2 and is attached to this Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure 3.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of investment made under Section 186 of the Companies Act, 2013 have been disclosed in the financial statements in Schedule 13 of the Balance Sheet.

20. CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Information on conservation of energy, technology absorption, foreign exchange earnings and out go, is required to be given pursuant to provision of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules , 2014 is annexed hereto marked Annexure-4 and forms part of this report.

21. POSTAL BALLOT

The Company successfully completed the process of obtaining approval of its Members on the following resolutions through Postal Ballot pursuant to section 110 of Companies Act, 2013 during the year 2014-15: 1 2 3 4

1. Consideration and approval of the proposal of Buy-back of securities

2. Authorization to sell, lease or otherwise dispose of whole or substantially whole, of the undertaking.

3. Authorization to invest company's surplus funds/loans, giving guarantees and providing security

4. Consideration and approval of the Alteration of Main Objects Clause of the Memorandum of Association by replacing of existing clause 1,2,4 & 5 as set out as per the Companies Act, 2013 and Section 13,110(1) (a) read with Companies (Management and Administration) Rules. 2014.

5. Approval of the re-appointment of Mr. Danny Hansotia, Managing Director for a period of 3(three) years.

22. ALTERATION OF MEMORANDUM OF ASSOCIATION

The Company has altered its Memorandum of Association during the year by replacing the existing clause 1, 2, 4 & 5 of Object Clause of the Memorandum of Association of the Company as per the Companies Act, 2013 and Section 13,110(1) (a) read with Companies (Management and Administration) Rules, 2014. A certificate confirming the Alteration of Object clause dated 5th January, 2015 has been received from the Registrar of Companies.

23. CORPORATE GOVERNANCE REPORT

The Board had implemented Corporate Governance Code in pursuance of Clause 49 of Listing Agreement during the year. The report on Corporate Governance is annexed hereto forming part of this report. The requisite certificate from M/s. HS Associates, Company Secretaries on implementation of requirements of the Corporate Governance is also annexed herewith forming part of this report. (Annexure 5)

SEBI vide its circular dated 15th September, 2014, clarified the applicability of revised clause 49 and hence it is not applicable to your Company based on the paid-up capital and Net worth criteria as stipulated by them. However to ensure good corporate governance practice, your company is in compliance with revised Clause 49 of Listing Agreement.

24. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is annexed to this report. (Annexure 6)

25. RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives and thus in pursuance of the same it has formulated a Risk management Policy to ensure compliance with revised clause 49 of the listing agreement. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of its operations. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

26. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non- Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

27. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

28. PARTICULARS OF EMPLOYEES:

During the financial year there were no employees drawing salary exceeding Rs. 5 Lacs. The information pursuant to Section 197 of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to median employee's remuneration is made available at the registered office of the Company during working hours for a period of twenty-one (21) days before the date of the meeting, i.e till 8th September, 2015.

29. DISCLOSURE UNDER SEXUAL HARASSMENT ACT:

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints, redressal for the benefits of its employees. Currently there are 8 women employees' working with the Company and a senior women employee has been designated to receive complaints and report such cases to the Audit Committee in this behalf. There were no complaints filed by any of the women employees of the Company under this Act.

30. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the support which the Company has received from its promoters, lenders, business associates including distributors, vendors and customers, the press and the employees of the Company.

BY ORDER OF THE BOARD

Sd/- SANJAY GADODIA DATE: August 13, 2015 (CHAIRMAN) PLACE: Palghar DIN No.: 00203433


Mar 31, 2014

The Members,

SPENTA INTERNATIONAL LIMITED.

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company, together with the Audited Accounts for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below:

RsIn Lacs) YEAR ENDED March 31,2014 March 31,2013

Sales 3763.45 2796.27

Other Income 40 34 4463

Total Income 3803.79 2840.90

Profit before Interest and Depreciation 520.46 466.48

Less: Interest S finance charges (79.17) (7101)

Profit after interest but before Depreciation 441.29 39S.46

Less: Depreciation & Amortization (173.19) (169.49) Profit before tax 268.10 225.97

Less: Provision for Taxation - Current Tax 110.00 9000

- Deferred Tax(Net) 11.30 (1.73)

Profit after tax 146.80 137.69

2. FINANCIAL OPERATIONS:

The operating environment improved considerably In F.Y 2013-14, as economic activity strengthened and spending in most economies began to recover. With the positive momentum in the Indian economy, the Company''s Sales income grew by 34.59 % to Rs. 3763.45 lacs compared to Rs. 2796.27 lacs in the previous year. Additionally, the net profit of the company has increased by 6.62% to Rs. 146.80 lacs eompa red to Rs. 137,69 lacs in the previous yea r.

3. FUTURE PROSPECTS:

The Indian textiles industry is set for strong growth, buoyed by both strong domestic consumption as well as export demand. The sector contributes about 14 % per cent to industrial production, 4 % per cent to the gross domestic product (GDP). Your Company believes that development of new capabilities and strengthening of existing capabilities are of paramount importance for sustained value creation. In order to address the changing needs of customers your Company has planned to strengthen its production capabilities and your Company is confident that it is well placed to take advantage of the growth opportunities in the coming years. .

4. DIVIDEND AND TRANSFER TO RESERVES:

The Directors, do not recommend any dividend for the year in order to uti lize the accruals for funding the expansion project of the Company. No amount is being transferred to reserves during the year under review.

5. FIXED DEPOSITS:

The Company has accepted Fixed Deposits within the meaning of Section 58Aof the Companies Act, 1956and Rules framed there under are complied with. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total a mounts due to the depositors & rema ining unda imed or u npaid.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 do not apply to the Company.

7. DIRECTORS:

Mr. Sanjay Gadodia retires by rotation is eligible for re-a ppointment.

Mr. Gaurav Samdaria was appointed as an Additional Independent Non-Executive Director w.e.f February 13,2014. Further Ms. Sunita Misri was appointed as an Additional Non-Executive Director w.e.f August 13,2014. The aforesaid directors shall be regularized at the ensuing Annual General Meeting.

In terms of Sections 149, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the Independent Directors can hold office for a term of up to five (5) consecutive years on the Board of Directors of your Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Mr. Gaurav Samdaria as Independent Non-Executive Director of your Company upto 5 (five) consecutive years up to on March 31,2019 and Ms. Sunita Misri as Independent Non-Executive Director of your Company upto 5 (five) consecutive years up to on August 12,2019.

Ms. Meena Sehra resigned asa director of your company w.e.f May30,2014. The Board placed on record its appreciation and gratitude for her guidance and val uable contribution to your Company.

Mr. Hemant Shah resigned as a director of your company on February 13,2014. The Board placed on record its a ppredation and gratitude for his guidance a nd valuable contri button to your Company.

Mr. Sandeep Shyamsunder Gadodia resigned as Whole-Time Director of your Company on November 25, 2013. The Board placed on record its appreciation and gratitude for his guidance and valuable contribution to your Company as Whole-Time Director du ri ng his association with your Compa ny.

& DIRECTORS* RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956the Board of Directors hereby confirms:

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 yearand of the Profits of the Company forthat period.

iii. That the Directors have taken proper and sufficient care for the maintenances 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 on a going concern basis.

9. CORPORATE GOVERNANCE:

In Compliance with the requirements of Clause 49 of the Listing Agreements, a separate report on Corporate Governance forms part of this Annual Report along with Certificate on Compliance from M/s. HS Associates, Practicing Company Secretaries.

10. CEO/CFO CERTIFICATION:

Certificate of CEO / CFO of the Company on Financial Statements, Cash Flow for the financial year 2013-14 and Certificate of CEO i.e. Whole Time Director of the Company for compliance with code of conduct by Board members and Senior Management personnel on annual basis are enclosed herewith.

11. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under Section 383A of the Companies Art, 1956 prepared and issued by M/s. HS Associates, Practicing Company Secretaries, is annexed hereto.

12.STOCK EXCHANGE REQUIREMENTS:

Being listed at BSE Limited, Mumbai & Ahmedabad Stock Exchange Limited, the Company has paid listing fees till March, 2015.

The Board of Directors in their meeting held on August 13, 2014 approved delisting of shares from Ahmedabad Stock Exchange Li mited as there is no trading on the sa id Exchange.

13. AUPITORS:

M/s. A. R. Parikh & Co (Membership No. 38188), Chartered Accountants, Mumbai, Statutory Auditors of the company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 141(3){g) of the Companies Act, 2013 and they are not disqualified for re-appointment under any of the provisions and rules framed under the Companies Art, 2013.

14. AUDITORS" REPORT:

The Auditors''Report to the shareholders did not contain any adverse remarks or qualification.

15. COST AUDITORS:

Your Company had appointed M/s Gangan & Company., Cost Accountants as the Cost Auditor of your Company for the financial year 2013-14 to conduct the audit of the cost records of your Compa ny.

As per Section 148 read with Companies {Audit & Auditors) Rules, 2014 and other applicable provisions, if any of the Companies Art, 2013 the Board of Directors of your Company has appointed M/s Gangan & Company, Cost Accountants as ! the Cost Auditor of your Company for the financial yea r 2014-15 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditors, subject to the ratification by the members at the ensuing Annual General Meeting, would be Rs. 50,000/- p.a.

The Cost Audit Report for the financial year 2012-13 was filed within the due date. The due date for submission of the Cost Audit report for the year 2013-14 is within 180 days from March 31,2014.

16.SECRETARIAL AUDITOR:

The Board has appointed HS associates, Company Secretaries as the Secretarial Auditor of the Company for the financialyear 2014-2015.

17. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Management Discussion and Analysis Statement is annexed a nd forms an integral pa rt of th is report.

^.CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION ft FOREIGN EXCHANGE:

A statement giving the particulars relating to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings & Outgo, as per Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Ru les, 1988 is attached as Annexure 1.

19. PARTICULARS OF EMPLOYEES:

In accordance with the provision of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 1999 as amended up to date, there were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the said Section and hence no details are given as such.

21.ACKNOWIDEGEMENTS:

Your Directors place on record their gratitude to the Centra I Government, State Government and Company''s Bankers for the assistance, co-operation and encou ragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Vendors, Dealers, Business Associates and Employees in ensuring an excellent ail around operational performance. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

BY ORDER OF THE BOARD DATE: August 13, 2014 SANJAY GADODIA PLACE: Palghar (CHAIRMAN)


Mar 31, 2012

To, The Members of SPENTA INTERNATIONAL LIMITED.

The Directors are pleased to present the Twenty-Fifth Annual Report and the Audited Statement of Accounts for the year ended 31st March 2012:

1. FINANCIAL RESULTS:

The Financial Results are briefly indicated below:

(Rs. In Lacs)

YEAR ENDED

31st March 2012 31st March 2011

Sales 2642.84 2050.84

Other Income 76.96 38.88

Total Income 2719.80 2089.72

Profit before Interest and Depreciation 535.66 512.87

Less: Interest & finance charges (113.67) (89.04)

Profit after interest but before Depreciation 421.99 423.83

Less: Depreciation & Amortization (160.94) (149.38)

Profit before tax 261.05 274.45

Less: Provision for Taxation - Current Tax 105.00 113.60

- Deferred Tax(Net) (13.69) (21.95)

- Short/Excess provision for Fringe Benefit Tax 0.98 -

Profit after tax 168.76 182.80

Add: Profit for earlier years 1126.61 943.81

Profit Available for Appropriation 1295.37 1126.61

Less: Transfer to General Reserve - -

Surplus carried to Balance Sheet 1295.37 1126.61

2. FINANCIAL OPERATIONS:

Even as the Indian economy encountered a challenging 2011-12, the Company's Sales income grew by 28.86 % to Rs. 2642.84 lacs compared to Rs. 2050.84 lacs in the previous year. However on account of inflation and rising interest rates the net profit of the company has reduced by 7.68 % to Rs.168.76 lacs.

3. FUTURE PROSPECTS:

The robustness of the Indian Economy is reflected in the fact that despite challenging headwinds, the Euro- zone crisis and a substantially weaker rupee, India's GDP is expected to grow by about 6.5% in 2012-13. The Company's Socks Division is optimistic of growth through continued network expansion and innovation.

4. DIVIDEND AND TRANSFER TO RESERVES:

Your Directors do not recommend any dividend for the year in order to utilize the accruals for funding the expansion project of the Company. No amount is being transferred to reserves during the year under review.

5. FIXED DEPOSITS:

The Company has accepted Fixed Deposits within the meaning of Section 58-A of the Companies Act, 1956 and Rules framed there under are complied with. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of Section 212 of the Companies Act, 1956 do not apply to the Company.

7. DIRECTORS:

Mrs. Meena Sehra retires by rotation and is eligible for re-appointment.

Mr. Jagdeep Desai was appointed as an Additional Director w.e.f 5th October, 2011 by the Board of Directors of the Company in terms of Section 260 of the Companies Act, 1956. Members attention is drawn to Item No.4 of the Notice for the appointment of Mr. Jagdeep Desai as a Director of the Company.

Mr. Chetan Rathod resigned from Directorship w.e.f 24th July, 2012. Company is in process of appointing an independent non executive director within the stipulated time period.

8. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

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 Profits of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances 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 on a going concern basis.

9. CORPORATE GOVERNANCE:

A separate report on Corporate Governance forms part of the Annual Report along with Certificate on Compliance from M/s HS Associates, Practicing Company Secretaries.

10. CEO / CFO CERTIFICATION:

Certificate of CEO / CFO of the Company on financial statements, cash flow for the financial year 2011-12 and certificate of CEO i.e. Whole Time Director of the Company for compliance with code of conduct by Board members and Senior Management personnel on annual basis are enclosed herewith.

11. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by M/s. HS ' Associates, Company Secretaries, is annexed hereto.

12. STOCK EXCHANGE REQUIREMENTS:

Being listed at Bombay Stock Exchange Limited, Mumbai & Ahmadabad Stock Exchange, the company has paid listing fees till March, 2013.

13. AUDITORS:

M/s. A. R. Parikh & Co., Chartered Accountants, Mumbai, Statutory Auditors of the company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

14. AUDITORS' REPORT:

The Auditors' Report to the shareholders did not contain any adverse remark or qualification.

15. COMMITTEES OF BOARD:

Board has constituted Committees pursuant to provisions of Companies Act, 1956 and Listing Agreement with Stock Exchanges.

Following Committees are constituted by the Board: Audit Committee, Shareholders / Investors Grievance Committee and Remuneration Committee.

The composition and other details with respect to Committees are detailed in the Corporate Governance Report which forms part of this Annual Report.

16. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT:

The Management Discussion and Analysis Statement is annexed and forms an integral part of this report.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE:

A statement giving details of conservation of energy, technology, absorption, foreign exchange earnings and outgo in accordance with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed to this report.

18. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 1999 as amended up to date, there were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the said section and hence no details are given as such.

19. ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for co-operation and support received from their Bankers, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels, without which the all-round growth and prosperity of the Company would not have been possible. Your Directors also appreciate the support provided by the several overseas and local customers to the Company's marketing efforts and to the esteemed shareholders who have maintained confidence in the Company.

FOR AND ON BEHALF OF

THE BOARD OF DIRECTORS

SPENTA INTERNATIONAL LIMITED

DATE: 13th August, 2012 Sd/-

PLACE: Palghar SANJAY GADODIA

(CHAIRMAN & WHOLE TIME DIRECTOR)


Mar 31, 2010

The Directors have great pleasure in presenting the 23rd ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31s1 March, 2010.

1. FINANCIAL RESULTS:

The financial Results are briefly indicated below: (Rs. in Lacs)

YEAR ENDED YEAR ENDED

31st March 2010 31st March 2009

Sales 2143.34 1839.04

Profit before interest and Depreciation 500.16 357.05

Less: Interest & finance charges 76.23 68.76

Profit after interest but before Depreciation 423.93 288.29

Less: Depreciation & Amortization 141.17 132.17

Profit before tax 282.76 156.12

Less: Provision for Taxation -Current 110.00 65.00

-Deferred (15.10) (38.91)

- Fringe Benefit - 1.10

Profit after tax 187.86 128.93

Balance Brought forward 755.95 627.04

Profit carried to Balance Sheet 943.81 755.97



2. FINANCIAL OPERATIONS:

Your Company has almost managed to achieve the target of Rs.215 million with a sales turnover of Rs. 214,334,599/-almost 15 % higher compared to Rs. 183,903,755/- in 2008-2009. Your Company has posted a net profit of Rs.18,785,705/- almost 32% higher compared to Rs. 1,28,92,704 in 2008 - 2009.

3. FUTURE PROSPECTS:

Your Company through efficient production management system, automation and modernization is confident of minimizing the risks and increasing the profits of the Company in coming years.

4. DIVIDEND AND TRANSFER TO RESERVES:

The Directors, do not recommend any dividend for the year in order to utilize the accruals for funding the expansion project of the Company. No amount is being transferred to reserves during the year under review.

5. FIXED DEPOSITS:

The Company has accepted fixed deposits within the meaning of section 58-A of the Companies Act, 1956 and rules framed there under are complied with. There are no deposits which have not been claimed by depositors or paid by the company after the date on which the deposit became due for repayment or renewal, as the case may be, according to the contract with the depositors & there are no total amounts due to the depositors & remaining unclaimed or unpaid.

6. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of section 212 of the Companies Act, 1956 do not apply to the Company.

7. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles.of Association of the Company, Mr. Jayant Farswani was appointed as an Additional Director of the Company, w.e.f 15"1 March, 2010. Pursuant to Section 260 of the Companies Act, 1956, the Additional Director of the Company holds office upto the forthcoming Annual General Meeting of the Company; hence members are requested to re-appoint him in the forthcoming Annual General Meeting of the Company.

During the year Mr. Chetan Rathod, Director, retires by rotation and being eligible has offered himself for re-appointment. The members are requested to re-appoint him in the forthcoming Annual General Meeting.

Director proposed the reappointment of Mr. Danny Hansotia as a Managing Director of the Company with effect from 1sl October, 2010.

8. DIRECTORS RESPONSIBILITY STATEMENT:

As required under section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby confirms:

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 that period. iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision 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 on a going concern basis.

9. CORPORATE GOVERNANCE CODE:

A separate report on Corporate Governance is enclosed as a part of this Annual Report. Certificate of M/s. HS Associates, Company Secretaries, regarding compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with stock exchange is enclosed herewith.

10. COMPLIANCE CERTIFICATE:

Compliance Certificate as required under section 383A of the Companies Act, 1956 prepared and issued by M/s. HS Associates, Company Secretaries, is annexed hereto.

11. STOCK EXCHANGE REQUIREMENTS:

Being listed at The Bombay Stock Exchange Limited, Mumbai & Ahmedabad Stock Exchange, your company has paid listing fees till March, 2011.

12. AUDITORS:

M/s. A. R. Parikh & Co., Chartered Accountants, Mumbai, Statutory Auditors of your company hold office until the conclusion of the forthcoming Annual General Meeting and have signified their willingness to be re-appointed and have further confirmed that their appointment if made shall be within the limits specified under Section 224 (1B) of the Companies Act, 1956.

13. AUDITORS REPORT

The notes to Auditors Reports are self explanatory and hence no explanation is required from the Board as such.

14. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis are annexed and forms an integral part of this report.

15. CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION & FOREIGN EXCHANGE:

Statement giving the particulars relating to conservation of energy, technology absorption & foreign exchange earnings & outgo, as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988 is attached as Annexure I.

16. PARTICULARS OF EMPLOYEES:

In accordance with the provision of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules 1999 as amended up to date, there were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as mentioned in the said section and hence no details are given as such.

17. ACKNOWLDEGEMENTS:

Your Directors take this opportunity to place on record, gratitude for corporation and support received from their Banker, various departments and agencies of Central and State Government and dedication and commitment of the staff at all levels, without which the all-round growth and prosperity of the Company would not have been possible. Your Directors also appreciate the support provided by the several overseas and local customers to the Companys marketing efforts and to the esteemed shareholders who have maintained confidence in the Company.



BY ORDER OF THE BOARD

DATE: 29th May, 2010 SANJAY GADODIA

PLACE: Mumbai (CHAIRMAN AND WHOLE TIME DIRECTOR)

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