Directors Report of Spisys Ltd.

Mar 31, 2015

The Directors have pleasure in presenting before you the 21stAnnual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS:

The performance during the period ended 31st March, 2015 has been as under:

(Rs. in Lakhs)

Particulars 2014-2015 2013-2014

Total Income 2621.57 1643.35

Profit / (Loss) before depreciation,

Interest and Tax and amortization 343.94 198.32

Interest 27.35 44.88

Depreciation 18.48 18.47

Preliminary Expenditure Written off 0 0

Profit /(Loss) before Tax & Extraordinary item 298.11 134.97

Fringe Benefit Tax 0 0

Deferred Tax 45.25 6.32

Profit after Tax 256.86 128.65

Extra-ordinary item & prior period item 0 0

Profit/ (Loss) for the period 252.86 128.65

PERFORMANCE REVIEW:

The company has recorded a turnover of Rs. 2608.75 lakhs and sustained a profit of Rs. 298.11 lakhs in the current year against the turnover of Rs. 1621.29 lakhs and profit of Rs. 134.97 lakhs in the previous financial year ending 31.03.2014.

REVIEW OF OPERATIONS:

The total revenue of the Company for the financial year under review was Rs.2621.57 Lakhs as against Rs.1643.35 lakhs for the previous year. The net profit after tax was Rs.252.86 lakhs for the financial year 2014-15 as against the net profit of Rs.128.65 lakhs for the previous year.

FUTURE OUT LOOK :

Supercritical Fluid Extraction process is proving effective in the separation of essential oils and its derivatives for use in the food, cosmetics, pharmaceutical and other related industries, producing high-quality essential oils with commercially more satisfactory compositions than obtained with conventional solvent extraction process. The Company has developed and standardized the quality for certain spices. Our company is also exploring the business opportunities in Nutraceuticals.

Your Directors are happy to inform that the demand for SCF Spice Extracts, Nutraceuticals and Decaffeinated tea is increasing and the company is focusing on expanding it direct customer base.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report except that, the Company's shares got listed on BSE Limited on 02.06.2015.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the period under review and the date of Board's Report there was no change in the nature of Business.

DIVIDEND:

Your Directors have not recommended dividend for the financial year 2014-15.

BOARD MEETINGS:

The Board of Directors duly met 6 times on 30.05.2014, 14.08.2014, 14.11.2014, 19.11.2014, 14.02.2015 and 31.03.2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

Mrs.J. Sailaja, was appointed as Additional Director on 31.03.2015 whereas Mr. A. Rajendra Prasad and Mr. Anil Kumar Ramavatar were appointed as additional directors on 30.11.2015. Notices have been received from Members proposing candidature of the said directors for the office of Director of the Company. In the opinion of the Board, they fulfil the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Director of the Company. Mr. D. Sarasuram vacated the office of director on 27.05.2015. The Board places its sincere appreciation for the services rendered by Mr. D. Sarasuram during his tenure as a director of the Company. Mr. J. Sobhanadri retires by rotation and is eligible for the appointment of director of the Company.

The Board recommends the appointment of all the above said directors.

Mr.Pavan Kumar Reddy was appointed as Company Secretary (CS) of the company with effect from 14.02.2015. However he resigned on 01.09.2015. Mr.Rajasekar V V has been appointed as CFO of the Company w.e.f. 30.11.2015.

Details of re-appointment /appointment of the director / KMP:

Name of J. Sobhanadri J. Sailaja A. Rajendra the Director Prasad

Date of 24.06.1994 31.03.2015 30.11.2015 Appointment

Relationship Husband of Wife of - with Directors Mrs.J.Sailaja Mr.J.Sobhanadri

Expertise in Policy Making, Administartion Finance, Specific Marketing and Marketing Marketing functional area Management

Qualification MSCE B.Com B.Com

Board 3 4 4 Membership of other Companies as on March 31, 2015

Chairman/ - - - Member of the Committee of the Board of directors as on March 31,2015

Number of 43,64,300 - 3,00,000 Shares held in the Company as on March 31,2015

Name of Anil Kumar Rajasekar VV the Director Ramavatar

Date of 30.11.2015 30.11.2015 Appointment

Relationship - - with Directors

Expertise in Finance, Financial Specific Marketing Accounting functional area

Qualification B.Com B.Com, CA Inter, ICWA Inter

Board - - Membership of other Companies as on March 31, 2015

Chairman/ - - Member of the Committee of the Board of directors as on March 31,2015

Number of - - Shares held in the Company as on March 31,2015

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 "Director" means a director appointed to the Board of a Company.

2.2 "Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2.3 "Independent Director" means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy: Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company's operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

- General understanding of the company's business dynamics, global business and social perspective;

- Educational and professional background

- Standing in the profession;

- Personal and professional ethics, integrity and values;

- Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3The p.roposed appointee shall also fulfill the following requirements:

- shall possess a Director Identification Number;

- shall not b disqualified under the companies Act, 2013;

- shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

- shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

- shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company's business.

3.2 criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence, as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director-

a. Who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) who is or was not a promoters of the company or its holding, subsidiary or associate company;

(ii) Who is not related to promoters or directors the company its holding, subsidiary or associate company

c. Who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or director, during the two immediately preceding financial year or during the current financial year;

d. None of whose relative has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial year or during the current finance_year;

e. Who, neither himself nor any of his relative- (i) Holds or has held the position of a key managerial personnel or is or has been employee of the or associate company in any of the three finance years immediately preceding the finance year in which he is proposed to be appointed;

(ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the finance year in which he is proposed to be appointed of- (A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding subsidiary or associate company amounting to ten per cent or more of the gross turnover of more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; or

(iv) is a chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five per cent or more of its receipt from the company any of its promoters , directors or its holding subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) is a material supplier, service provider or customer or a lessor or lessee of the company.

f. Shall possess appropriate skills experience and knowledge in one or more field of finance , law management, sales, marketing administration, research, corporate governance, technical operations, corporate social responsibility or this disciplines related to the company's business.

g. Shall possess such other qualifications as may be prescribed from time to time, under the companies Act,2013.

h. Who is not less than 21 years of age

3.2.3The independent Director shall abide by the "code for independent Directors "as specified in Schedule IV to the companies Act, 2013.

3.3 other directorships/ committee memberships

3.3.1The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3A Director shall not serve an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4A Director shall not be a member in more than 10 committee or act chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder's relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 "Director" means a directors appointed to the Board of the company.

2.2 "key managerial personnel" means

(i) The Chief Executive Officer or the managing director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other officer as may be prescribed under the companies Act, 2013

2.3 "Nomination and Remuneration committee" means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall approved by the shareholders.

3.1.2The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4The Annual plan and Objectives for Executive committee shall be reviewed by the HRNR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2Remuneration to Non – Executive Directors

3.2.1The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non – Executive Directors of the Company within the overall limits approved by the shareholders.

3.2.2Non – Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

3.3.Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr.A. RajeswaraRao, Mr. A. Rajendra Prasad and Mr. Anil Kumar Ramavatar, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE:

I. The Audit Committee of the Company is constituted in line with the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of the Companies Act, 2013.

II. The terms of reference of the Audit Committee include a review of the following:

– Overview of the Company's financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

- Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

- Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

- Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

- Reviewing with management the annual financial statements before submission to the Board, focusing on:

1. Any changes in accounting policies and practices;

2. Qualification in draft audit report;

3. Significant adjustments arising out of audit;

4. The going concern concept;

5. Compliance with accounting standards;

6. Compliance with stock exchange and legal requirements

concerning financial statements and

7. Any related party transactions

- Reviewing the company's financial and risk management's policies.

- Disclosure of contingent liabilities.

- Reviewing with management, external and internal auditors, the adequacy of internal control systems.

- Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

- Discussion with internal auditors of any significant findings and follow-up thereon.

- Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

- Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non- payment of declared dividends) and creditors.

- Reviewing compliances as regards the Company's Whistle Blower Policy.

III. The previous Annual General Meeting of the Company was held on 31.12.2014 and Chairman of the Audit Committee, attended previous AGM.

IV. The composition of the Audit Committee and the attendance of each member of the Audit Committee are given below:

The Company has complied with all the requirements of Clause 49 (II) (A) of the Listing Agreement relating to the composition of the Audit Committee. During the financial year 2014-2015, (4) four meetings of the Audit Committee were held on 30.05.2014, 14.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category

A.RajeswaraRao Chairman Independent

A. Rajendra Prasad Member Independent

Anil Kumar Ramavatar Member Independent

V. NOMINATION & REMUNERATION COMMITTEE

The details of composition of the Committee are given below:

Name Designation Category

Anil Kumar Ramavatar Chairman Independent

A.RajeswaraRao Member Independent

A. Rajendra Prasad Member Independent

Terms of reference:

The main term of reference of the Committee is to approve the fixation/ revision of remuneration of the Managing Director/Whole Time Director of the Company and while approving:

- To take into account the financial position of the Company, trend in the industry, appointee's qualification, experience, past performance, past remuneration etc.

- To bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

Remuneration Policy:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered, individual performance etc.

None of the Director is drawing any Commission, Perquisites, Retirement benefits etc.

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

A.RajeswaraRao Chairman Independent

A. Rajendra Prasad Member Independent

Anil Kumar Ramavatar Member Independent

B)Powers:

The Committee has been delegated with the following powers:

- To redress shareholder and investor complaints relating to transfer of shares, Dematerialization of Shares, non-receipt of Annual Reports, non-receipt of declared dividend and other allied complaints.

- To approve, transfer, transmission, and issue of duplicate / fresh share certificate(s)

- Consolidate and sub-division of share certificates etc.

- To redress, approve and dispose off any, other complaints, transactions and requests etc., received from any shareholder of the company and investor in general.

The Board has delegated the power to process the transfer and transmission of shares to the Registrar and Share Transfer Agents, who process share transfers within a week of lodgement in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID [email protected] for complaints/grievances.

VII. RISK MANAGEMENT COMMITTEE

Name Designation Category

A.RajeswaraRao Chairman Independent

A. Rajendra Prasad Member Independent

Anil Kumar Ramavatar Member Independent

Role and Responsibilities of the Committee includes the following:

Framing of Risk Management Plan and Policy

Overseeing implementation of Risk Management Plan and Policy

Monitoring of Risk Management Plan and Policy

Validating the process of risk management

Validating the procedure for Risk minimisation.

Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) The Directors had 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 and loss of the company for that period;

(c) The Directors had 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;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) 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.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company in all respects except for those mentioned in audit and secretarial audit reports.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

There is no subsidiary / Joint Venture / Associate Company.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

STATUTORY AUDITORS:

M/s.Ramasamy Koteswara Rao & Co, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re-appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. Ramasamy Koteswara Rao & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

INTERNAL AUDIT:

The Company is in the process of appointing a suitable internal auditor.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by a Practicing Company Secretary is annexed to this Report as annexure.

QUALIFICATIONS IN AUDIT REPORTS:

Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made —

(a) Explanation Regarding Statutory Auditors Report:

Due to the stringent financial position, the company could not make the full payment of Provident Fund, Tax Deducted at Source and Sales- Tax, on time as at year end. However, the company is updating the payments of Provident Fund as on date of report and is keeping the respective authorities informed of the position from time to time, taking necessary steps to clear the balance dues shortly.

(b) Explanation Regarding qualifications in Secretarial Audit Report:

Due to the stringent financial position, the company could not make the full payment of Provident Fund, Tax Deducted at Source and Sales- Tax, on time as at year end. However, the company is updating the payments of Provident Fund as on date of report and is keeping the respective authorities informed of the position from time to time, taking necessary steps to clear the balance dues shortly.

The Company could not find a suitable candidate for the post of Chief Financial Officer (CFO). However the Company has appointed Mr.Rajasekhar V V as the CFO.

The Company could not have an independent directors meeting due to pre-occupation of independent directors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 of the Companies Act 2013 is provided hereunder:

A. CONSERVATION OF ENERGY:

a) Energy conservation measures taken: The Company is depending on the power supplied by APCPDC Ltd. The company has also installed two generators to meet the emergency requirements. Capacities have been installed as a part of various measures taken for the conservation of energy. Conservation of energy, primarily in the area of production, continues to receive the attention of the company. Plant maintenance, review of energy generation and consumption are regularly carried out.

b) Additional investments & proposals, if any, implemented for reduction of consumption of energy: Nil.

c) Total energy consumption and energy consumption for unit of production: As per Form-A detailed below: -

FORM – A

(Form for disclosure of particulars with respect to Conservation of Energy)

B. TECHNOLOGY ABSORPTION :

FORM – B (Form for disclosure of particulars with respect to technology absorption)

A. RESEARCH & DEVELOPMENT (R&D):

1) Specific areas in which R & D is carried out by the Company:

i) Development of Clean & Pure Extracts meeting International Market requirements as solvent and pesticide residue free products.

ii) Development of line extensions to existing formulations.

iii) Formulation of products to meet customer specific requirements.

2) Benefits derived as a result of the above R & D:

i) Extracts from various spices being marketed directly in the market.

3) Future plan of Action:

i) The natural product research program, on lipids for health as ALS, GLA, AMD related products and Antioxidants for food preservation.

ii) Your Company will continue to give more emphasis on R & D activities to introduce new products, line extensions, improving product quality and cost reduction.

Expenditure on R & D: 2014-2015 (Nil) 2013-2014 (Nil)

B. TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION:

1) Efforts in brief, made towards technology absorption, adaptation and innovation:

i) Your Company has full-fledged R & D division and does evaluation and development of several new product extraction and standardization.

ii) Several process modifications have been carried out for efficiency improvement in terms of yield, color etc.

2) Information regards import of technology during the last 5 years:

(Imported during the last 5 years reckoned from the beginning of the financial year)

a) Technology imported - Nil

b) Year of import - N.A.

c) Has technology been fully absorbed - N.A.

d) If not fully absorbed, areas where this has not been taken place, reasons therefore

and future plans of action. - N.A.

c) Expenditure in Foreign Currency towards:

Traveling / Trip Expenses 546229 1613078

DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:

Your Company has not accepted any deposits falling within the meaning of Sec.73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v) of Companies (Accounts) Rules 2014, during the financial year under review.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the period under review there were no significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments as prescribed u/s 186 of the Companies Act, 2013 during the year under review.

RISK MANAGEMENT POLICY:

Statement indicating development and implementation of Risk Management Policy including identification of elements of risk in the opinion of the Board that may threaten the existence of the Company.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

RELATED PARTY TRANSACTIONS:

There were no related party transactions during the year.

FORMAL ANNUAL EVALUATION:

As per section 149(8) of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made thereunder, the independent directors of the company did not had a meeting for the year 2014-15.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is applicable to your Company.

RATIO OF REMUNERATION TO EACH DIRECTOR:

The directors were not paid any remuneration during the financial year 2014- 15 and hence ratio of remuneration to each director is not applicable.

LISTING WITH STOCK EXCHANGES:

The Annual Listing Fees for the year 2015-2016 to BSE Limited, where the shares of the Company are listed, has been paid.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of the Company is less than Rs. 25Crores, Corporate Governance is not applicable. However, a report on corporate governance is provided elsewhere in the annual report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report, though not applicable, is given as Annexure to this Annual Report,.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS:

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee's stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

ACKNOWLEDGEMENTS:

Your directors would like to express their grateful appreciation for assistance and co-operation received from clients, banks, investors, Government, other statutory authorities and all others associated with the company. Your directors also wish to place on record their deep sense of appreciation for the excellent contribution made by the employees at all levels, which enabled the company to achieve sustained growth in the operational performance during the year under review.

For and on behalf of the Board For Spisys Limited

Sd/- Place: Hyderabad J. Sobhanadri Date: 30.11.2015 Managing Director

(DIN: 01997213)