To,
The Members,
Spectrum Electrical Industries Limited (CIN: L28100MH2008PLC185764)
Gat No. 139/1 and 139/2, Umala,
Jalgaon, Maharashtra - 425003, India.
The Directors of your Company are pleased to present their 15th Annual
Report on the business and operations of the Company along with the Audited Annual
Financial Statements and the Auditors Report thereon for the financial year ended on 31st
March, 2023.
1. FINANCIAL HIGHLIGHTS:
(Amount In Lakhs)
| PARTICULARS |
31.03.2023 |
31.03.2022 |
| Revenue from Operation (Net) |
25,337.63 |
25,130.12 |
| Other Income |
493.41 |
123.25 |
| Total Revenue Income |
25,831.04 |
25,253.37 |
| Expenditure |
24,664.42 |
24,193.34 |
| Profit Before Tax |
1,166.62 |
1,060.03 |
| Profit After Tax |
842.07 |
765.13 |
2. DIVIDEND:
In view of the planned business growth, your Directors deem it proper to preserve the
resources of the Company for its activities and therefore, do not propose any dividend for
the Financial 2022-23.
3. SHARE CAPITAL:
Authorized Capital: The authorized share capital of the Company is Rs.17,50,00,000/-
consisting of 1,75,00,000 equity shares of Rs. 10/- each.
Issued, Subscribed and Paid-up Capital: During the year under review, the Issued,
Subscribed and Paid-up Share Capital of the Company is Rs.15,11,98,400/- consisting of
1,51,19,840 equity shares of Rs. 10/- each.
DEPOSITORY SYSTEM:
All the 1,51,19,840 Equity Shares of the Company are in dematerialized form as on 31st
March, 2023.
4. TRANSFER TO RESERVES:
The Company proposes to transfer a sum of Rs.8,42,06,918.00/- to General Reserve during
the financial year ended on 31st March, 2023.
5. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES:
During the financial year 2022-23, 05 (Five) Meetings (12/05/2022, 05/09/2022,
29/09/2022, 16/10/2022 & 05/02/2023) of the Board of Directors of the Company was
held. The intervening gap between two meetings was within the period prescribed by the
Companies Act, 2013.
| Name of Director |
Total Meetings entitled to attend during the Financial Year 2022-23 |
Number of meetings attended by the Directors during the Financial Year
2022-23 |
% of attendance to the meetings held in Financial Year 2022-23 |
| Mr. Deepak Suresh Chaudhari |
5 |
5 |
100 |
| Mrs. Bharti Deepak Chaudhari |
5 |
5 |
100 |
| Mr. Chandrakant Bhaskar Rane |
5 |
3 |
60 |
| Mr. Devendra Sudhakar Rane |
5 |
3 |
60 |
| Mr. Narendra Daulatrao Wagh |
5 |
3 |
60 |
| Mr. Sanjay Padmakar Pawde |
5 |
3 |
60 |
| Mr. Saurabh Shrikant Malpani |
5 |
1 |
20 |
| Mr. Kishor Dalu Dhake |
5 |
3 |
60 |
COMMITTEE:
i. Audit Committee:
Pursuant to provisions of the Section 177 of the Companies Act, 2013 and regulation 18
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has
constituted an Audit Committee ("Audit Committee").
ii. Nomination and Remuneration Committee:
Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and also to
comply with Regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has constituted Nomination and Remuneration Committee
("Nomination and Remuneration Committee").
iii. Corporate Social Responsibility Committee:
Pursuant to the provisions of the Section 135 of the Companies Act, 2013 and also to
comply with Regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has constituted Corporate Social Responsibility Committee
("CSR Committee").
iv. Stakeholders Relationship Committee:
Pursuant to the provisions of the Section 178 of the Companies Act, 2013 and
Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Board has constituted a Stakeholders Relationship Committee ("Stakeholders
Relationship Committee").
v. Operational Committee:
Pursuant to Section 179 of the Companies Act, 2013, the Company has constituted
Operational Committee of the Directors and Key Managerial for approving day to day
business operations necessary in the ordinary course of business.
6. THE SUMMARY OF OPERATION IS AS UNDER:
During the reporting year under review, your Company has achieved total revenue from
operations of Rs 25,337.63/- Lakhs as compared to Rs.25,130.12/- Lakhs in the previous
financial year. After providing for taxes and other adjustments, Profit after tax is Rs.
842.07/- Lakhs as compared to Rs.765.13/- Lakhs during the previous financial year.
7. MATERIAL CHANGES:
There are no material changes in business of the Company.
8. LOANS, GUARANTEES AND INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
During the period under review, the Company has given unsecured loan to its Wholly
Owned Subsidiary Company "Spectrum Electrical Life Solutions Private Limited"
for carrying its business operations and day to day activities. The provisions of the
section 186 of the Companies Act, 2013, are not applicable to such transactions.
9. ANNUAL RETURN:
The Annual Return in form MGT-7 as required under Section 92 of the Companies Act, 2013
for the financial year ended on 31st March, 2023 shall be published on
companys website i. e. "www.spectrum-india.com".
10. CHANGE IN NATURE OF BUSINESS, IF ANY:
During the reporting year, there is no change in the nature of business of the Company.
11. VIGIL MECHANISM:
Pursuant to Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Vigil Mechanism and
Whistle-Blower Policy is prepared and adopted by Board of Directors of the Company.
12. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the Financial Year ended
on 31st March, 2023 were on an arms length basis and were in the ordinary
course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013
were not attracted. Further, there are no materially significant related party
transactions during the year under review made by the Company with promoters, Directors,
Key Managerial Personnel, or other designated persons which may have a potential conflict
with the interest of the Company at large. Disclosure in Form AOC-2 is attached herewith
as Annexure - II which forms part of this report.
13. DEPOSITS FROM PUBLIC:
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
14. DETAILS OF SUBSIDIARY, JOINT VENTURE, OR ASSOCIATE COMPANIES:
| Sr. No. Name of the Company |
Subsidiary/Wholly Owned Subsidiary |
Date of Incorporation |
Section under which company has incorporated |
| 1 Spectrum Electrical Life Solutions Private Limited |
Wholly Owned Subsidiary |
16th October, 2019 |
2 (87) |
| 2 Spectrum Mass-Tech Private Limited |
Wholly Owned Subsidiary |
4th February, 2021 |
2 (87) |
Your Company does not have any joint ventures or associate Companies as defined under
Companies Act, 2013.
Details of Subsidiary Companies disclosed in Form AOC-1 is attached herewith as
Annexure - I which forms part of this report.
15. AUDITOR:
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules
framed thereunder and Listing Regulations of Securities and Exchange Board of India Act,
1992 as amended from time to time or any other law for the time being in force (including
any statutory modification or amendment or re-enactment thereof for the time being in
force), M/s. SHARPAARTH & CO LLP, (Formerly known as M/s. SHARPAARTH & CO.)
Chartered Accountants, Jalgaon (FRN-132748W/W100823), who were appointed as Statutory
Auditors of the Company in the Annual General Meeting of the Company held on 30/09/2019 to
hold office for a period of 5 years i.e. from financial year 2019-20 to 2023-24 will
continue to act as the Statutory Auditor of the Company.
16. AUDITORS REPORT:
The Auditors Report on the Audited Financial Statements of the Company for the year
ended on 31st March, 2023 does not contain any qualification, reservation or
adverse remark so need not require any explanation or comment.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013, Ms. Yuti
Nagarkar, Company Secretary (Membership No. F9317 and C.P. No. 10802) having office at:
Plot No. 181, Padmaja Apartment, Near Jain Mandir, Laxmi Nagar Nagpur - 440022 has been
appointed as the Secretarial Auditor of the Company to conduct the Secretarial Audit for
the financial year 2022-23. The Secretarial Audit Report forms part of Annual Report and
it is annexed as Annexure- III.
The Secretarial Audit Report for the Financial Year ended on 31st March,
2023 issued by Secretarial Auditor, do not contain any qualification, reservation or
adverse remark so need not require any explanation or comment.
Internal Auditor:
As per requirements of Section 138(1) of the Companies Act, 2013 read with rule 13 of
the Companies (Accounts) Rules, 2014, the Board of Directors of the Company had appointed
M/s. Rahul K. Dayama & Associate, Chartered Accountants (FRN:144701W) having office at
Plot No. 4, Shankar wadi, Ring Road, Opp. JDCC Bank Auditorium, Jalgaon - 425001 as an
Internal Auditor of the Company for the year 2022-23.
17. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013,
the Directors confirm that: -
i. in the preparation of the annual accounts for the financial year 2022-23, the
applicable accounting standards have been followed and there are no material departures;
ii. 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 of the Company for the financial year;
iii. the Directors had taken proper and sufficient care to the best of their knowledge
and ability for the maintenance of adequate accounting records in accordance with the
provisions of the Act. They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating properly; and
vi. 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.
18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING &
OUTGO:
The information pertaining to conservation of energy, technology absorption, foreign
exchange Earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure- IV
and is annexed to this report.
19. INDEPENDENT DIRECTOR DATABANK REGISTRATION:
Pursuant to a notification dated October 22, 2019 issued by the Ministry of Corporate
Affairs, all directors have completed the registration with the Independent Directors
Databank. Requisite disclosures have been received from the directors in this regard. Your
Company has received annual declarations from all the Independent Directors of the Company
confirming that they have already registered their names with the data bank maintained by
the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry
of Corporate Affairs under the relevant rules.
Further, the respective independent directors have ensured that they will take self -
assessment test applicable to them in due course of time.
20. RISK MANAGEMENT:
Risks are events, situations or circumstances which may lead to negative consequences
on the Companys businesses. The Risk management process is designed to safeguard the
organisation from various risks through adequate and timely actions. It is designed to
anticipate, evaluate, and mitigate risks in order to minimize its impact on the business.
The potential risks are inventoried and integrated with the management process such that
they receive the necessary consideration during decision making.
The Company has laid down a comprehensive Risk Assessment and Minimization Procedure
which is reviewed by the Board from time to time. These procedures are reviewed to ensure
that executive management controls risk through means of a properly defined framework.
The major risks have been identified by the Company and its mitigation process/measures
have been formulated in the areas such as business, project execution, event, financial,
human, environment, and statutory compliance.
21. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:
The Company maintains a system of Internal Control including suitable monitoring
procedures. The Internal Control System is supplemented by an exhaustive programme of
internal audits and said audits are then reviewed by Audit Committee from time to time.
The Board of Directors of the Company have adopted various policies such as Related
Party Transactions Policy, Whistle Blower Policy, Policy to determine the Materiality of
Event, Documents Preservation Policy, Corporate Social Responsibility Policy, Nomination
and Remuneration Policy, Code of Conduct and such other procedures for ensuring the
orderly and efficient conduct of its business for 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 information.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
Pursuant to Section 152 and other applicable provisions of the Act, and the Articles of
Association of your Company, one-third of the Directors (other than Independent Directors)
as are liable to retire by rotation, shall retire every year and, if eligible, offer
themselves for re-appointment at every AGM. Consequently, Mrs. Bharti Deepak Chaudhari
(DIN: 02759526), retires by rotation and being eligible, offers herself for re-appointment
in accordance with provisions of the Act.
23. DECLARATION FROM INDEPENDENT DIRECTORS:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Companies
Act, 2013 and rules made thereunder and relevant regulation of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS, AND
TRIBUNALS:
No significant and material order has been passed by the regulators, courts, tribunals
impacting the going concern status and Companys operations in future.
25. PARTICULARS OF EMPLOYEE:
The information in accordance with the provisions of Section 197 of the Companies Act,
2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed Annexure-V.
26. CORPORATE SOCIAL RESPONSIBILITY:
The Report on CSR activities for the financial year 2022-23 is enclosed as Annexure-VI.
27. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
During the reporting period, our Company does not have any funds lying unpaid or
unclaimed for a period of seven years. Therefore, there were no funds required to be
transferred to Investor Education and Protection Fund (IEPF).
28. HUMAN RESOURCE DEVELOPMENT:
Human resources are the most valued assets of the Company. They work individually and
collectively contributing to the achievement of the objectives of the business. The
relation between the employees and the Company remained cordial throughout the year. Our
Company believes in hiring new talents and encourages them to grow both at personal and
professional levels through regular skill and personal development training. The Company
encourages a conducive work environment and aligns personal goals with Companys growth
vision for a win-win situation. The employees are given ample recognition to keep them
motivated by way of conducting various recreational activities and reward and recognition
programmes.
29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has always believed in providing a safe and harassment free workplace for
every individual working in the Company premises through various interventions and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment. The Company has in place
robust policy on prevention, prohibition and redressal of complaints relating to sexual
harassment at workplace which is applicable to the company as per the provisions of Sexual
Harassment of Women at Workplace (Prevention, prohibition, and Redressal) Act, 2013.
The company has complied with the provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
prohibition, and Redressal) Act, 2013.
30. CODE OF CONDUCT:
According to Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Code of Conduct of the Company has been approved and
adopted by the Board of Directors of the Company. All Board members and senior management
personnel have affirmed the compliance with the code. A declaration to this effect, duly
signed by the Managing Director, forms part of this Report.
31. CODE FOR PREVENTION OF INSIDER TRADING:
As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted
a Code of Conduct for Prevention of Insider Trading & Code of Corporate Disclosure
Practices. All the Directors, employees and third parties such as auditors, consultants
etc. who could have access to the unpublished price sensitive information of the Company
are governed by this code. The trading window is closed during the time of declaration of
results and occurrence of any material events as per the code. Mr. Rahul Lavane, Company
Secretary and Compliance Officer of the Company is responsible for setting forth
procedures and implementation of the code for trading in the Companys securities.
32. POLICY FOR PRESERVATION OF DOCUMENTS:
In accordance with the above Regulation 9 of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for
preservation of documents (The Policy) has been framed and adopted by the Board of
Directors of the Company in their Board Meeting to aid the employees in handling the
Documents efficiently. This Policy not only covers the various aspects on preservation of
the Documents, but also the safe disposal/destruction of the Documents.
33. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis forms part of this Annual report is annexed with
Annexure - VII.
34. IPO PROCEED UTILIZATION:
The details of IPO proceeds utilization are annexed as Annexure - VIII
35. CORPORATE GOVERNANCE:
The Company being listed on the SME Platform of National Stock Exchange Limited is
exempted from provisions of Corporate Governance as per Regulation 15 of the SEBI (LODR)
Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with
Annual Report. It is pertinent to mention that the Company follows majority of the
provisions of the corporate governance voluntarily.
36. DISCLOSURE FOR FRAUDS AGAINST THE COMPANY:
In terms of the provisions of section 134 (3) (ca) of the Companies Act, 2013, there
were no frauds committed against the Company and persons who are reportable under section
141(12) by the Auditors to the Central Government. Also, there were no non-reportable
frauds during the year 2022-23.
37. UNSECURED LOAN:
Pursuant to Rule 2(c)(viii) of Companies (Acceptance of Deposits) Rule 2014 the company
has accepted unsecured loan form Directors the details of which are given below:
| Name of Director |
Unsecure Loan as on 31.03.2023 |
| Mr. Deepak Suresh Chaudhari |
Rs.1,04,40,276/- |
| Mrs. Bharti Deepak Chaudhari |
Rs.59,85,459/- |
38. PERFORMANCE EVALUATION OF THE BOARD:
Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the
Board has carried the evaluation of its own performance, performance of Individual
Directors, Board Committees, including the Chairman of the Board on the basis of
attendance, contribution and various criteria as recommended by the Nomination and
Remuneration Committee of the Company. The evaluation of the working of the Board, its
committee, experience and expertise, performance of specific duties and obligations etc.
The Directors expressed their satisfaction with the evaluation process and outcome.
The performance of each of the non-independent directors was also evaluated by the
independent directors at the separate meeting held by the Independent Directors of the
Company.
39. COMPLIANCE WITH APPPLICABLE SECRETARIAL STANDARDS:
During Financial Year 2022-23, the Company has complied with the relevant appliable
provisions of Secretarial Standards issued by the Institute of Company Secretaries of
India.
40. OTHER DISCLOSURES:
Credit Rating:
The Company has obtained the credit rating on Long Term Bank Loan facility and short
term Bank Loan, from India Ratings and Research, a Fitch Group Company which is as under:
i. Rating Non-Fund-based limit - IND A4+
ii. Rating on Non-Fund-based limit: IND BB+/Stable/IND A4+
iii. Rating on Long Term Loans: IND BB+/Stable
Disclosure of Pending Cases/Instances of Non- Compliance:
There were no non-compliances by the Company and no instances of penalties and
strictures imposed on the Company by the Stock Exchanges or SEBI or any other statutory
authority on any matter related to the capital market during the last years.
Means of Communication:
In accordance with Regulation 46 of the SEBI Listing Regulations, the company has
maintained a functional website at www.spectrum-india.com containing information about the
Company viz., details of its business, financial information, shareholding pattern,
details of the policies approved by the Company, contact information of the designated
officials of the Company who are responsible for assisting and handling investor
grievances etc. The contents of the said website are updated from time to time.
Further, the Company disseminates to the Stock Exchanges (i.e. NSE), wherein its equity
shares are listed, all mandatory information and price sensitive/such other information,
which in its opinion, are material and/or have a bearing on its performance/operations and
issues press releases, wherever necessary, for the information of the public at large.
41. ACKNOWLEDGEMENT:
The Directors wish to place on record appreciation and gratitude for all the
co-operation extended by various Government Agencies/Departments, Bankers, Consultants,
Business Associates, and Shareholders, Vendors, Customers etc. The Directors also record
appreciation for the dedicated services rendered by all the Executives, Staff &
Workers of the Company at all levels, for their valuable contribution in the working of
the Company.
| For and on behalf of Board of Directors of |
|
| FOR SPECTRUM ELECTRICAL INDUSTRIES LIMITED |
|
| Sd/- |
Sd/- |
| DEEPAK CHAUDHARI |
BHARTI CHAUDHARI |
| MANAGING DIRECTOR |
WHOLE TIME DIRECTOR |
| DIN:00538753 |
DIN:02759526 |
| ADDRESS: 39/A, NEAR LIONS |
ADDRESS: 39/A, NEAR LIONS |
| CLUB HALL, ADARSH NAGAR, |
CLUB HALL, ADARSH NAGAR, |
| JALGAON 425001. |
JALGAON 425001. |
| Date: 05/09/2023 |
|
| Place: Jalgaon |
|
+91-9892691696
