To,
The Members,
Spectrum Foods Ltd.
Your Directors are pleased to present the 29thAnnual Report together with
the Audited Financial Statements of theCompany for theyear ended 31stMarch,
2023.
FINANCIALRESULTS
The financial results of the Company for the year ended 31stMarch, 2023,as
compared to the previous year are summarized below:
Particulars |
Financial year ended 31st March, 2023 |
Financial year ended 31st March, 2022 |
Total Income |
1582.23 |
1636.13 |
Profit before depreciation and taxation |
187.01 |
104.48 |
Depreciation |
114.49 |
128.31 |
Profit before tax |
72.52 |
(23.83) |
Taxation (including Deferred Taxation and Short/Excess Provision for
Earlier year) |
34.18 |
(1.62) |
Profit (loss) after Tax |
38.34 |
(25.45) |
TURNOVER, PROFITS & FUTURE PROSPECTS
The revenue from operations of the Company was decreased by 3.29 %from Rs.
16.36Croresto Rs. 15.82Croresin current year as compared to previous year. The company has
delivered record financial & operating performance amidst competitive and volatile
market condition. Board is taking necessary steps to improve the performance of the
Company and to have better working results in the coming years.
DEPRECIATION AND FINANCE COSTS
Depreciation for the year was Rs.1.14 Crores as against Rs. 1.28Crores for the previous
year. Finance costs for the year ended 31st March, 2023 was Rs. 0.39Crores, as against Rs.
0.66Croresin the previous year.
TRANSFER TO RESERVES
The Company is not proposing to transfer any amount to the Reserves of the Company.
DIVIDEND
In view of the financial position of the Company, the Directors do not recommend
payment of dividend for the year ended 31stMarch, 2023.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act, 2013 read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there is no
requirement to constitute Corporate Social Responsibility Committee.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The Provisions of section 125(2) of Companies Act, 2013 are not applicable as there was
no dividend declared or paid last year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There was no significant and material order passed by the regulators or courts or
tribunals which may impact the going concern status and companys operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has in place adequate internal financial controls with reference to the
financial statements. Statutory Auditors in their report have expressed their opinion on
the internal financial controls with reference to the financial statements, which is
self-explanatory. The Board has adopted the policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to the Companys
policies, 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.
DEPOSITS
During the year under review, your Company has not accepted any deposits from public
and as such, in terms of the provisions of Section 73 to 76 of the Companies Act, 2013,
read with the Companies (Acceptance of Deposits) Rules, 2014 and hence no amount on
account of principal or interest on public deposits was outstanding as on the date of the
balance sheet.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Listing
Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and
Investments are provided as part of the Financial Statements.
BORROWINGS / INDEBTNESS
Pursuant to section 180(1)? of Companies Act, 2013, disclosure on particulars relating
to borrowing and indebtness are provided as part of the financial statements.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
The company does not have any subsidiary, Joint ventures or associate company.
CAPITAL STRUCTURE OF THE COMPANY
The Current Capital Structure of the Company is given below:-
1. AUTHORISED CAPITAL:-
During the Financial Year 2022-23 the Authorised Capital of the Company is Rs.
7,00,00,000/- (Rupees SevenCrore Only) divided into 70,00,000 (Seventy Lakh) Equity Shares
of Rs. 10/- (Rupees Ten Each).
2. ISSUED CAPITAL:-
During the Financial Year 2022-23the Issued Capital of the Company is Rs. 4,84,83,860/-
(Rupees Four Crore Eighty Four Lakh Eighty Three Thousand Eight Hundred and Sixty Only)
divided into 48,48,386 (Forty Eight Lakh Forty Eight Thousand Three Hundred and Eighty
Six) Equity Shares of Rs. 10/- (Rupees Ten Each).
3. SUBSCRIBED & PAID UP CAPITAL:-
During the Financial Year 2022-23 the Subscribed & paid up Capital of the Company
is Rs. 4,84,83,860/- (Rupees Four Crore Eighty Four Lakh Eighty Three Thousand Eight
Hundred and Sixty Only) divided into 48,48,386 (Forty Eight Lakh Forty Eight Thousand
Three Hundred and Eighty Six) Equity Shares of Rs. 10/- (Rupees Ten Each).
SHARES
1. BUY-BACK OF SHARES:
During the year under review, company has not bought back any of its shares.
2. SWEAT EQUITY SHARES:
During the year under review, company has not issued any Sweat Equity shares.
3. BONUS SHARES:
During the year under review, company has not issued any Bonus shares.
4. EMPLOYEE STOCK OPTION PLAN:
During the year under review, company has not provided any Stock option plan to its
employees.
BUSINESS
1. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
2. NUMBER OF BOARD MEETINGS
During the year under review, company has conducted 05 (Five) Board meetings. The
detailed disclosure of the Board of Directors and their Meetings is given in the Corporate
Governance Report, which forms part of this report.
3. COMPOSITION OF BOARD OF DIRECTORS
The members of the Companys Board of Directors are eminent persons of proven
competence and integrity. Besides experience, strong financial acumen, strategic
astuteness and leadership qualities, they have a significant degree of commitment towards
the Company and devote adequate time to the meetings and preparation.
The detailed disclosure of the Board of Directors is given in the Corporate Governance
Report, which forms part of this report.
4. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Details of changes in Directors and Key Managerial Personnel are as follows:
Name of Director |
Designation |
Date of Change |
Nature of Change |
Sushil Singh Rathore |
Non-Executive Independent Director |
28.05.2022 |
Appointment |
Kamal Bhardwaj |
Non-Executive Independent Director |
24.09.2022 |
Appointment |
Sanjay Sarna |
Non-Executive Independent Director |
01.09.2022 |
Resignation |
Kunj Behari Sharma |
Non-Executive Independent Director |
28.05.2022 |
Resignation |
5. PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Board has carried
out an Annual Evaluation of its own performance, Board Committees and Individual
Directors. The performance of the Board was evaluated by the Board after seeking inputs
from all the directors on the basis of the criteria such as the Board composition and
structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee Members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. Performance evaluation of independent directors
was done by the entire Board, excluding the Independent Director being evaluated.
In a separate meeting of independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company and Whole time Directors
was evaluated. The Chairman of the Board and the Nomination and Remuneration Committee
reviewed the performance of the individual directors on the basis of the criteria approved
by the Board. Each Committee and the Board expressed satisfaction on the performance of
each Director.
6. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTOR U/S 149(6) OF THE
COMPANIES ACT, 2013:
The Company has three (3) Independent Directors in accordance with the requirements of
Listing Regulations as well as the Companies Act, 2013.
The Company has received necessary declaration from all the three Independent Directors
to the effect that they meet the criteria of independence as provided under Section 149(6)
of the Companies Act, 2013 and Regulation 16(b) of SEBI (LODR) Regulations, 2015. In the
opinion of the Board, they fulfill the conditions specified in the Act and the Rules made
there under for the appointment as Independent Directors and are Independent of the
Management.
7. MEETING OF INDEPENDENT DIRECTORS:
A separate meeting of Independent Directors as required under the Schedule IV of the
Companies Act, 2013 was held on 15th February, 2023, without presence of Executive
Directors. Such meeting was conducted to review and evaluate:
(a) the performance of Non-Independent Directors and the Board as a whole,
(b) the performance of the Chairperson of the company, taking into account the views of
Executive Directors and Non-Executive Directors and
(c) assess the quality, quantity and timeliness of flow of information between the
company management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
The Independent Directors expressed their satisfaction with the performance of
Non-Independent Directors and the Board as a whole and the Chairman of the Independent
Directors meeting briefed the outcome of the meeting to the Chairman of the Board.
The Independent Directors expressed satisfaction with the overall performance of the
Directors and the Board as a whole.
AUDITORS
1. STATUTORY AUDITOR
M/s R.P. Khandelwal., Chartered Accountants, (Firm Registration No. 001795C) was
appointed as Statutory Auditors for a period of Five years in the Annual General Meeting
held on 24th September, 2022. Their continuance of appointment and payment of
remuneration are to be confirmed and approved in the ensuing Annual General Meeting.
There are no qualifications or adverse remarks in the Auditors Report which require
any clarification/ explanation. The Notes on financial statements are self-explanatory,
and needs no further explanation.
Further the Auditors Report for the financial year ended, 31st March, 2023 is annexed
herewith for your kind perusal and information.
2. SECRETARIAL AUDITORS
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, ACS: 20453), Company Secretaries
to undertake the Secretarial audit of the company for the financial year 2022-2023.
3. INTERNAL AUDITOR
Mr. Aditya Khunteta(ICAI Membership Number: 434255), Partner of M/s Aditya
Khunteta& Associates, Chartered Accountants, perform the duties of Internal Auditors
of the company and their report is reviewed by the audit committee from time to time.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY:
There are no qualifications or observations or adverse remarks made by the Statutory
Auditors and Secretarial Auditors in their respective reports.
SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS
The Company has a Nomination and Remuneration Committee ("NRC") which is
responsible for developing competency requirements for the Board, based on the industry
and strategy of the Company. The Board composition analysis reflects an in-depth
understanding of the Company, including its strategies, environment, operations, financial
condition and compliance requirements.
The NRC makes recommendations to the Board with regard to the appointment of new
Directors and Key Managerial Personnel ("KMP") and senior management. The role
of the NRC encompasses conducting a gap analysis to refresh the Board on a periodic basis,
including each time a Directors appointment or re-appointment is required. The NRC is
also responsible for reviewing the profiles of potential candidates vis-a-vis the required
competencies, undertake a reference and due diligence and meeting of potential candidates
prior to making recommendations of their nomination to the Board. The appointee is also
briefed about the specific requirements for the position including expert knowledge
expected at the time of appointment.
LISTING AT STOCK EXCHANGE
The Equity Shares of the Company are listed at Bombay Stock Exchange. The Company
confirms that it has paid the Annual Listing fees for the year 2022-23 to BSE where the
Companys shares 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".
INSURANCE
All properties and insurable interests of the Company including building, plant and
machinery and stocks have been insured.
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.
MANAGEMENTDISCUSSION ANDANALYSISREPORT
The report on Management Discussion and Analysis as required under the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 with the Stock exchange is set out as Annexure B to the Directors Report.
CORPORATEGOVERNANCEREPORT
The Company has complied with all the mandatory requirements of Corporate Governance
specified by Securities & Exchange Board of India (SEBI) through Listing Regulations,
2015. As required by the said regulations, a separate Report on Corporate Governance forms
part of the Annual Report of the Company as "Annexure D"to the Board Report.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India on Board and General Meetings.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments in the business operations of the company
from the financial year ended 31st March, 2023 to the date of signing of the Directors
Report.
DIRECTORS 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, 2023, 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 on March 31, 2023 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 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.
GREEN INITIATIVE
In accordance with General Circular No. 20/2020 dated May 5, 2020 issued by Ministry of
Corporate Affairs and circular SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 issued by
SEBI, the Company has sent the Annual Report /Notice of AGM only through electronic mode
to those Shareholders whose e-mail Ids were registered with the Company /RTA / Depository
Participants.
EXTRACTS OF ANNUAL RETURN
The extracts of annual return in Form MGT-9 as required under Section 92(3) and Rule 12
of the Companies (Management and Administration) Rules, 2014 is appended as an
"Annexure C"to this Report.
RELATED PARTY TRANSACTIONS
The Policy on Related Party Transactions intends to ensure that proper reporting;
approval and disclosure processes are in place for all transactions between the Company
and Related Parties.
All Related Party Transactions entered during the year were in Ordinary Course of the
Business and on Arms Length basis. The particulars of contracts or arrangements with
related parties referred to in section 188(1) and applicable rules of the Companies Act,
2013 in Form AOC-2 is provided as "Annexure E" to the Board Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC)
has been set up to redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
There were no complaints received during the year under review.
CODE OF CONDUCT
Your Company is committed to conduct its business in accordance with the applicable
laws, rules and regulations and highest standards of business ethics. In recognition
thereof, the Board of Directors has implemented a Code of Conduct for adherence by the
Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct
is dealing with ethical issues and also fosters a culture of accountability and integrity.
In this connection, the draft Code of Conduct was placed before the Board along with the
recommendations of the Audit Committee and the same was approved by the Board.
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 2022-23. 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 disclosure of
unpublished price sensitive information and code of conduct as required under Regulation
(8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations,
2015.
APPRECIATION
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 executives, staff and workers of the
Company.
CAUTIONARY STATEMENT
The statements contained in the Boards Report and Management Discussion and Analysis
Report 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 Companys 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 Companys 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 & on behalf of the Board of Directors |
Date: 31.08.2023 |
Sd/- |
Sd/- |
Place: Jaipur |
Girdhar Saboo |
Rakesh Godha |
|
Managing Director |
Director |
|
DIN:00364750 |
DIN: 08540738 |
+91-9892691696
