To
The Members
SPECTRA INDUSTRIES LIMITED
The Directors present herewith the Thirty First Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2023.
With effect from April 1,2017, your company was required to align its accounting policies and disclosures with new Indian Accounting Standards or IND-AS (IND AS) as notified under Section 133 of the Companies Act, 2013 read with Rule 3 of Companies (Indian Accounting Standards) Rules, 2016 as amended. Accordingly, the Financial Statements are prepared in accordance with the (IND AS). Figures of the previous year have been reinstated due to adoption of IND AS.
FINANCIAL RESULTS:
TRANSFER TO RESERVES
There was no transfer of profits made to General Reserve.
OPERATIONS/STATE OF COMPANY'S AFFAIRS
During the year under review, net sales turnover is Nil and loss after tax was Rs. 3,33,91,287/-as against loss of Rs. 5,94,00,042/-forthe previous year.
OUTLOOK
This financial year we will focused on manufacturing under the Make in India, we further focused at MIDC schemes and Affordable housing Projects.
DIVIDEND
In view to conserve the resources of the company, the Board of Directors do not recommend any dividend for the financial year2023-24.
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
Five (4) meetings of the Board of Directors were held during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act and Articles of Association, Ms. Sheela Gupta(DIN: 00066946), Director of the Company, retires at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.
DECLARATION FROM INDEPENDENT DIRECTORS
Mrs. Priya Makhija (DIN: 07109712) and Mr. Prem Bhagnari (DIN: 08960259) who are Independent Director, have submitted declarations 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 Directors 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:
Audit Committee
VIGIL MECHANISM
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 formulated by the Company provides a channel to the Employees and Directors to report to the management concerns about unethical behaviour, 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. The Whistle Blower Policy (Vigil Mechanism) is revised & placed on the Company's website http://www.spectraindustries.co.in/
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND CRITERIAFOR 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 theCompanvon http://www.spectraindustries.co.in/
There has been no change in the policies since last year.
We affirm that the remuneration paid to the Directors is as per the terms laid down in the Remuneration Policy of the Company.
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 loss 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 control 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.
INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal financial controls commensurate with its size of business and meets the required objectives.
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 I.
AUDITORS
The Members of the company had, at its Annual General Meeting (AGM) held on 27th September, 2022 appointed M/s. Choudhary Choudhary &Co., Chartered Accountants, Mumbai, (ICAI Registration No- 101987W) as the Statutory Auditors for second term for a period of 5 (five) consecutive years from the conclusion of the Thirtieth AGM till the conclusion of the Thirty Fifth AGM subject to ratification of their appointment every year. However, in terms of the Notification of issued by the Ministry of Corporate Affairs dated May 7, 2018, the proviso requiring ratification of the Auditors appointment by the shareholders at each annual general meeting has been omitted. Accordingly, the ratification of appointment of Statutory Auditors would not be required at the ensuing annual general meeting and M/s. Choudhary Choudhary & Co., Chartered Accountants would continue to act as the statutory auditors of the Company for five years upto the conclusion of the Thirty Fifth annual general meeting to be held in 2027.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records ofthe Company for the financial year2022-23.
The Secretarial Auditors' Report is annexed as Annexure II.
AUDITOR'S REPORT AND SECRETARIAL AUDITOR'S REPORT
1. The Auditors' Report does not contain any qualifications, reservations or adverse remarks in their report.
2. The Secretarial Auditors' Report issued by M/s. Parikh & Associates has following qualifications, reservations or adverse remarks in their report which requires explanations/clarifications as follows,
• Non-Compliances with respect to Intimation to the stock exchanges under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 read with all the rules and regulations framed thereunder by the Hon'ble National Company Law Tribunal, Mumbai Bench vide Order dated June 16, 2023 and appointment of Mr. Kamal Kishor Gurnanias the Interim Resolution Professional.
• Non-Compliances with respect to Intimation to the stock exchanges under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding erosion of networth ofthe Company, non-operation ofthe business activities and non-payment of dues and loans to Banks and others and notice received underSec 13(2) of the Securitization and Reconstruction of Financial Assets and Enforcement of Securities Interest Act 2002 and the settlement of the same pending with National Company Law Tribunal.
• Non Compliances under SEBI (Prohibition of Insider Trading) Regulations, 2015 with respect to Structural digital data base
*. The non-filing of Form MGT-14 with respect to Board Meeting held 30.05.2022 and 12.08.2022 with Ministry of Corporate Affairs.
The company has been compliant of all the regulations of the concerned authorities and the provisions of the act and rules framed there under.
DISCLOSURE
The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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
Pursuant to Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Particulars of Employees are annexed as Annexure III.
DEPOSITS FROM PUBLIC
The Company has not accepted any deposits from Public.
SIGNIFICANT & MATERIAL ORDERS PASSED BYTHE REGULATORY/ JUDICIAL AUTHORITY
The order passed by NCLT - The Corporate Insolvency Resolution Process ("CIRP") has been initiated in respect of Spectra Industries Limited ("Company" or "Corporate Debtor") under the Insolvency and Bankruptcy Code, 2016 read with all the rules and regulations framed thereunder ("Code") by the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") vide Order dated 16th June 2023 ("Insolvency Commencement Date ") ("CIRP Order") and appointed Mr. Kamal Kishor Gurnani as the Interim Resolution Professional ("IRP"). Any regulator or court that would impact the going concern status of the Company and its future operations (Order copy disclosed on website of the company as well as BSE).
A public announcement i.e., form Aintimating commencement of CIRP and inviting creditors to submit their claims along with proof of claims against the Corporate Debtor has been published on June 18, 2023 in Free Press Journal (English Language) of Mumbai Edition and Navakal (Marathi Language) of Mumbai Edition, where the registered address of the Corporate Debtor is situated. Copy of the Form A dated June 18th 2023 (same disclosed on website of the company as well as BSE).
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees or made investments pursuant to the provisions of the Section 186 of the Companies Act, 2013.
RISK MANAGEMENT POLICY
The Board of Directors of the Company has framed Risk Management Policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the areas 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
The Company has not entered into any contract or arrangement or transaction with its Related Parties which is not at arm's length basis during the financial year 2022-23.
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 thefollowing manner:
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 thereunder. During the financial year 2021-22, the Company has received NIL complaints on sexual harassment.
LISTING FEES
The Company has not yet paid the listing fees to BSE Limited for the year 2023-24; However Company has paid listing fees for the F.Y. 2022-2023.
INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE
The Board of Directors have adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website http://www.spectraindustries.co.in/
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013 ("the Act") read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management's Discussion and Analysis is annexed as Annexure IV.
CORPORATE GOVERNANCE REPORT
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance is not mandatory to the Company.
ACKNOWLEDGEMENT
The Directors thank the Company's Employees, Customers, Vendors and Investors for their support.
The Directors also thank Bankers of the Company, the Government of India, and the Governments of various States in India and concerned Government Departments/Agencies for their co-operation.
The directors appreciate and value the contributions made by every member of the Spectra Industries Limited.