DIRECTORS' REPORT To, The Members, Spectrum Foods Ltd., Your Directors are pleased to present the 21st Annual Report and the Audited Accounts of the Company for the year ended 31st March, 2015 TURNOVER. PROFITS & FUTURE PROSPECTS The total income during the year under review was Rs. 2, 20, 82,869 as against Rs 1, 55, 14,582 in the previous year. DIVIDEND In view of the financial position of the Company, the Directors do not recommend payment of any dividend for the year ended on 31st March, 2015. CORPORATE SOCIAL RESPONSIBILITY Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (a) Appointment/Re-Appointment of Directors Mr. Sanjay Sarna is appointed as Additional Director of the Company w.e.f27.12.2014. (b) Directors: • In terms of the Articles of Association of the Company, Mr. Sanjay Sarna retires at the ensuing Annual General Meeting, being eligible, offered himself for re-appointment. Your Directors recommend the above re-appointment. • In terms of the Articles of Association of the Company, Mrs. Archana saboo retires at the ensuing Annual General Meeting, being eligible, offered himself for re-appointment. Your Directors recommend the above re-appointment. (b) Retire by Rotation In accordance with the provisions of the Companies Act, 2013, and Article No. 89 of Articles of Association of the Company, Mr. Vijay Verma retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment. (c) Resignation of Directors Mr. Pradeep Saxena is resigned from the post of director w.e.f. 08.04.2015.) (d) Key Managerial Personnel • Pursuant to section 203(iii) of the Companies Act, 2013, Mr. Kailash Sharma, was appointed as Chief Financial Officer of the company with effect from February 27, 2015. Mr. Kailash Sharma is a Commerce Graduate having with 10 years experience in finance and accounts. AUDITORS 1. STATUTORY AUDITOR ' M/s N. Kataria & Associates (ICAI Firm Registration Number: 014941C), Chartered Accountants, Jaipur, has been appointed as Statutory Auditors of the company at the Last Annual General Meeting held on 29.09.2014 for the period of three years subject to rectification by members at every consequent Annual General Meeting. Therefore, rectification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuring AGM. 2. SECRETARIALAUDITORS Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Naredi Vinod & Associates (CP No 7994, FCS 20453), Company Secretaries to undertake the Secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'annexure1'. 3. INTERNAL AUDITOR Ms. Chandni Jain, Chartered Accountant (Category Individual) Having Membership Number 421132 performs the duties of Internal Auditors of the company and their report is reviewed by the audit committee from time to time. LISTING AT STOCK EXCHANGE The Equity Shares of the Company are listed at Jaipur, Ahemdabad, Delhi, Calcutta and Mumbai Stock Exchange. The Company confirms that it has paid the Annual Listing fees for the year 2015-16 to NSE and BSE where the Company's are listed. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows: The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are: a) Employed throughout the year Nil b) Employed for part of the year Nil FIXED DEPOSITS During the year under review, your Company has not invited any fixed deposit from the public in the terms of the provision of Section 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure A". VIGIL MECHANISM / WHISTLE BLOWER POLICY In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy. This policy is explained in corporate governance report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The report on Management Discussion and Analysis as required under the Listing Agreements with the Stock exchange is set out as' Annexure B' to the Director's Report. CORPORATE GOVERNANCE REPORT The Company has complied with all the mandatory requirements of Corporate Governance specified by Securities & Exchange Board of India (SEBI) through Clause 49 of the Listing Agreement. As required by the said clause, a separate Report on Corporate Governance forms part of the Annual Report of the Company. DIRECTOR'S RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a) that in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) that such accounting policies as mentioned in Notes to the financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2015 and of the profit of the company for the year ended on that date; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities ; d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) that systems to ensure compliance with provisions of all applicable laws were in place and were adequate and operating effectively; EXTRACT OFANNUAL RETURN The details forming part of the extract of the annual Return in form MGT-9 is annexed herewith as annexure C. CODE OF CONDUCT As the New Companies Act, 2013 has been made effective from 01st April, 2014 which replaces the erstwhile Companies Act, 1956 (to the extent of notified sections) and the provisions of 149(8) requires that the Audit Committee shall review and recommend to the Board for their approval, the Code of Conduct for the Independent Directors. In this connection, the draft Code of Conduct for Independent Directors was placed before the Board along with the recommendations of the Audit Committee and the same was approved by the Board in the Meeting held on May 18, 2015. The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the Period 2014-15. A separate declaration to this effect is made out in the Corporate Governance Report. The Company has adopted code of practices and procedures for fair disclosures of unpublished price sensitive in information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. ACKNOWLEDGMENT Your Directors would like to express their grateful appreciation for the co-operations received from its Bankers, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the executive, staff and workers of the Company. CAUTIONARY STATEMENT The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations. Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results. CONCLUSION Your Company's Board and employees are inspired by their vision of sustaining of the Company as a dynamic and valuable Company through world class performance, creating enduring value for all stakeholders, including the shareholders and the Indian Society. The Company is continuously engaged in upgrading strategic capability to effectively address the challenge of growth in an increasingly competitive market. The vision of enlarging your Company's contribution to the Indian economy is manifest in the creation of unique business models that foster international competitiveness. Propelled by this vision and powered by the internal vitality, your Directors look forward to the future with confidence. For and on behalf of the Board of Directors Sd/- Atul Kharbanda Director Date: 30.05.2015 Place: Jaipur |