Spectacle Ventures Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 31^st Annual Report together with the Audited Financial Statements and Auditors’ report thereon for the year ended 31^st March, 2016.

FINANCIAL RESULTS

The operating results of the Company for the year ended on 31^st March, 2016 are briefly indicated below:

		(In Rs.)
PARTICULARS	MARCH 31, 2016	MARCH 31, 2015
Profit Before Depreciation and Taxation	(6,35,71,427)	(8,75,757)
Less: Depreciation& Amortisation	1,079	2,88,549
Less: Provision For Taxation Current/F.B.T	0.00	0.00
Less: Deferred Tax	0.00	(1,74,997)
Profit / Loss after Taxation	(6,35,72,506)	(9,89,309)
Add: Balance brought forward
Profit available for appropriation	(6,35,72,506)	(9,89,309)
APPROPRIATION
1. Proposed Dividend	0.00	0.00
2. Dividend Tax	0.00	0.00
3. General Reserve	0.00	0.00
4. Reduction in Carrying Value of Fixed Assets as per Schedule II of	0.00	0.00
Companies Act 2013.
Net Balance carried to Balance Sheet	(6,35,72,506)	(9,89,309)

STATE OF COMPANY’S AFFAIRS / OPERATIONS:

During the year under review, the Company has not carried out any business activity. However, The Company is also negotiating directly with various companies to get off-shore contracts.

DIVIDEND & TRANSFER TO RESERVE:

Your Directors do not recommend payment of any dividend during financial the year and no amount was transferred to reserve during the year under review.

DIRECTORS:

1. Retirement of Directors:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Rules framed there under, Mrs. Mumtaz Shaikh (DIN: 02991865)Director of the Company retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. Your Directors recommend the passing of the proposed resolutions.

2. Independent Directors:

The Independent Directors of the Company have given the declaration to the Company that they meet the criteria of independence as provided in of Section 149(6) of the Companies Act, 2013 and the Regulation 16(1) (B) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Board Evaluation:

As per the provisions of the Companies Act, 2013 the formal annual evaluation was carried out for the Board’s own performance, its committee & Individual directors, on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration Committee of the Company.

The Board has also evaluated the composition of Board, its committees, experience and expertise, performance of specific duties and obligations, governance issues, etc. The Directors expressed their satisfaction with the evaluation process.

The performance of each of the non-independent directors (including the chair person) was also evaluated by the Independent Directors at their separate meeting held.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Policy on Directors Appointment and Remuneration is mentioned in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act, and based on the representations received from the management, the directors hereby confirm to the best of their knowledge that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual financial statements ongoing concern basis.

v. Proper internal financial controls are in place in the Company and that such internal financial controls are adequate and are operating effectively and

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.

NUMBER OF BOARD MEETINGS OF THE BOARD:

The Board of Directors, during the year 2015-2016 duly met 4 times as per table mentioned below : -

	Date of Board Meeting
Name of Director /Managing Director	(dd/mm/yy)	(dd/mm/yy)	(dd/mm/yy)	(dd/mm/yy)	Total No. of Meetings attended
Mr. Shaikh Fazal Mehmood (Managing Director)	29.05.2015	14.08.2015	14.11.2015	13.02.2016	4
Mrs. Mumtaz Fazal Shaikh	29.05.2015	14.08.2015	14.11.2015	13.02.2016	4
Mr. Tushar V. Mathuria	29.05.2015	14.08.2015	-	-	2
Mr. Pankaj N. Patel	-	14.08.2015	14.11.2015	13.02.2016	3
Dr. Behram Shavak Pardiwala	-	14.08.2015	14.11.2015	-	2

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Company has adopted internal control system considering the nature of its business and the size and complexity of operations. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures etc. Systems and procedures are periodically reviewed to keep pace with the growing size and complexity of your companys operations.

The internal auditor assesses opportunities for improvement of business processes, systems and controls, to provide recommendations, which can add value to the organization.

MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments, affecting the financial position of the Company have occurred between the end of the financial year of the company, to which the financial statements relate, i.e. 31st March, 2016 and the date of the Board’s Report.

DEPOSITS

The Company has not accepted deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION186 OF THE COMPANIES ACT, 2013

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

SUBSIDIARY

The Company has no subsidiary during the year under review.

LISTING

The Equity Shares of the Company are listed on the BSE Limited (BSE) with Scrip Code No. 512413, The National Stock Exchange of India Limited (NSE) with SYMBOL of "SPECTACLE".

RISK MANAGEMENT POLICY

The Company has formulated Risk Management Policy in order to monitor the risks and to address / mitigate those risks associated with the Company.

The risk management process is designed to safeguard the organization from various risks through adequate and timely action. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The risk management framework of the Company is appropriate compared to the size of the Company and the environment under which the Company operates.

At present, in the opinion of the Board there is no identification of Risk element that may threaten the existence of the Company.

RELATED PARTY TRANSACTIONS

During the year under review, the company has not entered into any transactions into related parties as defined under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 / Clause 49 of Listing Agreement.

The policy on Related Party Transactions is also disclosed on the Website of the Company www.spectacleventures.com

AUDIT COMMITTEE

The Company has in place an Audit Committee in terms of requirements of the Companies Act, 2013 and the rules framed there under. The details relating to the Audit Committee are given in the Corporate Governance Report which is forming part of this report.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013 and Rules framed there under, Corporate Social Responsibility clause is not applicable to the Company.

HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee orientation programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

VIGIL MECHANISM

Pursuant to provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of The Companies (Meetings of Board and its Powers) Rules, 2014 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 / Clause 49 of Listing Agreement, the Company has established a Vigil Mechanism / Whistle Blower Policy for Directors, Employees or business associates for reporting the unethical behavior, malpractices, wrongful conduct, frauds, violations of the Company’s code etc. to the Chairman of the Audit Committee The Policy also provides for adequate safeguard against victimization of the Directors / Employees who avail the said mechanism.

The Vigil Mechanism / Whistle Blower Policy of the Company has been uploaded on the website i.e. www.spectacleventures.com.

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.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

As no remuneration is drawn by the Managerial Personnel, details under this head are not applicable.

REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed there under, either to the Company or to the Central Government.

AUDITORS:

1. STATUTORY AUDITORS:

Pursuant to the provisions of section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and The Companies (Audit and Auditors) Rules, 2014, including any Statutory modification(s) or re-enactment(s) thereof for the time being in force and pursuant to the approval of Members at the 30th Annual General Meeting, the re-appointment of M/s. P. D. Saraf & Co., Chartered Accountants (Firm Reg. No. 109241W), Mumbai as Statutory Auditors of the Company, be and is hereby ratified at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Statutory Auditors.

2. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013. The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ankit Sethi & Associates, Practising Company Secretaries, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure-III" along with their comments and observations if any.

There are no qualifications, reservations or adverse remarks made by M/s. P.D. Saraf & Co., Chartered Accountants, Statutory Auditors, in their audit report.

M/s. Ankit Sethi & Associates, Practising Company Secretaries, Secretarial Auditors in their secretarial audit report has marked their observations & comments as per their report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review there are no operations which require to be disclosed under this head as per the provisions of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return in Form MGT - 9 as required under Section 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, forms part of this Report as "Annexure-I".

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS

The Report on Corporate Governance and Management Discussion and Analysis Report forms the part of the Annual Report as Annexure-II to the Director Report.

COMMENTS ON AUDITOR’S REPORT:

As regards qualification in auditors report regarding Debtors and advances being realizable, management is in touch with debtors and is of the view that the same are realizable. As regards Points of the annexure to the Auditors report, The Company has incurred cash losses during the year mainly due to lower volumes, prevailing uncertain economic environment and liquidity shortage, lower absorption of fixed overheads etc. There were also cash losses in the preceding financial year due to the said conditions and in coming time, the revenues and profitability of the Company are expected to improve.

ACKNOWLEDGEMENT

The Board acknowledges with thanks the overall support extended by the shareholders, employees, suppliers, customers and other stakeholders.

	FOR AND ON BEHALF OF THE BOARD
	FOR SPECTACLE VENTURES LIMITED
Date: 30th May, 2016	ShaikhFazal Mehmood	Mumtaz Fazal Shaikh
Place: Mumbai	(Managing Director)	(Director)
	(DIN: 00710075)	(DIN: 02991865)