DIRECTORS' REPORT

To,

The Members,

SPENTA INTERNATIONAL LIMITED.

1.Your Directors have great pleasure in presenting 28 th ANNUAL REPORT along with the Audited Balance Sheet and Profit and Loss Account, for the year ended 31st  March, 201S.

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. BUYB-ACK:

The Company during the year offered shares for Buy Back of upto7, 77r975 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-back3,47,574 shares on 16"1 February, 2015 being the Extinguishment date. After buy-back of Securities total paid- up sha re capital of the company is Rs. 2,76,43,260

4. MATERIALCHANGESAND 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 Mr. Danny Hansotia and Sanjay Gadodia is revised subject to provisions of the Companies Act, 2013.

During the financial year, the Board had met four times on 29* May, 2014,13" August, 2014, 5" November, 2014 and 12,h 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 pro visions of the Companies Act, 2013 and the relevant rules.

8. MEETING OF I NDEPENDENT DIRECTORS:

The Independent Directors met once during the year on 12m 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 question naire 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 RESPONSIBILITYSTATEMENT:

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 311' 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 AU DITOR

As per section 138 of the Companies Act, 2013, the Company has appointed M/s. Rajesh K. Jain 8t 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 24'P September, 2014 for the period of three (3) years, i.e. for the Annual General Meeting to be held i n 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 al re not disqualified from appointment

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

14. STATUTORY AUDITOR'S RE PORT AND QUALIFICATION:

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. A. R. Parikh 8< Co, Statutory Auditors, in their report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company i n the year under review.

15. COST AUDITORS:

As per Section 148 read with Companies (Audita 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. EXTRACTOF 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 Annexure3.

19. PARTICU LARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTIO N 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 Schedul e 13 of the Balance Sheet.

20. CONSERVATIONOF ENERGY, TECHNOLOGY 8. 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. Consideration and approval of the proposal of Buy-back of securities

2. Authorization to sell, leaseor 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 5:h 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. (Annexu re 5)

SEBI vide its circular dated 15"" 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 incompliance 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, isannexed 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, REMUNERATIONS! BOARDS PERFORMANCE:

During the year, the Board adopted a forma I mechanism for evaluating its performance and as well as that of its Committees and individual Di rectors, 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 8" 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

(CHAIRMAN)

DIN No. : 00203433

DATE: August 13, 2015

PLACE: Palghar