ANNUAL REPORT INFOTEK LTD. PDF processed with CutePDF evaluation edition

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1 28th ANNUAL REPORT INFOTEK LTD. PDF processed with CutePDF evaluation edition

2 ANNUAL REPORT BOARD OF DIRECTORS: Shri Tejesh Kumar Kodali Chairman & Managing Director Shri Shaikh Fazal Mehmood Vice Chairman & Jt. Managing Director Shri Tushar Mathuria Additional Director Shri Dharmendra Archaratlal Parekh Additional Director Registered Office: No. 1, 1st Floor, 22/24/26, Shipping House, Kumpta Street, Fort, Mumbai Tel.: / 52 Fax : info@specinfotek.com AUDITORS : Jatin Shah Chartered Accountant 261/263, Dr. D. N. Road, 4Th Floor, Fort, Mumbai Tel , Telefax cajatinshah@yahoo.com COMPANY SECRETARY : Rohit Kudtarkar BANKERS : Axis Bank Limited. Central Bank of India Union Bank of India CORPORATE INFORMATION REGISTRARS & SHARE TRANSFER AGENTS : Sharex Dynamic (I) Pvt. Ltd. Unit No. 1, Luthara Ind., Premises, Andheri Kurla Road, Safed Pool, Andheri (East), Mumbai Tel. : / sharexindia@vsnl.com

3 ANNUAL REPORT CONTENS Notice... 1 Director s Report... 3 Management Discussion & Analysis... 5 Corporate Governance Report... 6 Auditor s Report Independent Auditor Report Balance Sheet Profil and Loss Account Schedules Cash Flow Notes Forming Part of Accounts Consolidated Balance Sheet Consolidated Profit and Loss Account Consolidated Schedules Note on Consolidated Account Statement Pursuant to Section Proxy Form & Attandence Slip

4 ANNUAL REPORT NOTICE NOTICE is hereby given that the Twenty Eighth Annual General Meeting of Spectacle Infotek Limited (Formerly known as Spectacle Industries Limited ) will be held on Monday the 30th Day of September, 2013 at the Registered Office of the Company at Office No. 1, 22/24/26, Shipping House, 1st Floor, Kumpta Street, Fort, Mumbai , at 10:00 a.m. to transact the following business: Registered Office: By order of the Board Office No. 1, 22/24/26, Shipping House, 1st Floor, Kumpta Street, Fort, Mumbai Date: 14th August, 2013, Place: Mumbai By order of the Board Sd/ Rohit Kudtarkar Company Secretary ORDINARY BUSINESS: 1. To receive, consider, and adopt the Audited Accounts for the financial year ended 31st March, 2013 along with the Reports of the Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Tushar V. Mathuria, who retires by rotation and being eligible, offers himself for reappointment. 3. To appoint Mr. Jatin Shah, Chartered Accountants, Mumbai, (Membership No: as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting and to authorize the Board of Directors to fix their remuneration. SPECIAL BUSINESS: 4. To consider and, if thought fit, to pass with or without modification, the following resolution as Special Resolution : RESOLVED THAT pursuant to the provisions of Section 21 and all other applicable provisions of the Companies Act, 1956 (including any statutory modification(s) or reenactment thereof, for the time being in force) and subject to the approval of the Central Government, consent of the Company be and is hereby granted for changing the name of the Company from Spectacle Infotek Limited to Spectacle Ventures Limited. RESOLVED FURTHER THAT the name Spectacle Infotek Limited wherever it appears in the Memorandum of Association and Article of Association of the Company or elsewhere, shall be amended to read as Spectacle Ventures Limited. NOTES: 1 A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE AT THE MEETING INSTEAD OF HIMSELF AND PROXY NEED NOT BE A MEMBER. 2. PROXY FORM AND ATTENDANCE SLIP ARE ENCLOSED, PROXIES IN ORDER TO BE VALID MUST REACH AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING. 3. The Register of Members and Share Transfer Books of the Company will remain closed from 23rd September, 2013 to 30th September, 2013 (Both days inclusive) 4. Members/Proxies should bring duly filled attendance slips to attend the meeting. 5. The Explanatory Statement pursuant to Section 173 (2) of the Companies Act, 1956 in respect of the business under items 4 set out above is annexed hereto. 6. Members whose shareholding is in electronic mode are requested to direct change of address notification to their respective Depository Participants. 7. The Register of Directors Shareholding Register of Proxies and Statutory Auditors would be available for inspection by the Members, at the Meeting. All documents referred to in the accompanying Notice and Explanatory Statement are also open for inspection by the Members at the Registered Office of the Company on any day between a.m. to p.m. expect Saturday, Sunday and Public Holiday up to the date of Annual General Meeting. RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds, matters and things as may in its absolute discretion deem necessary to give effect to the above resolution. 1

5 ANNUAL REPORT Additional information on Directors seeking reappointment at the forthcoming Annual General Meeting as per clause 49 of the Listing Agreement: Name of Director Age Qualification Relationship with other Directors Expertise in specific functional area Other Directorship in public companies as on Chairman/member of the committees in other Companies in which he is a Director No. of Shares held in the Company Mr. Tushar V. Mathuria 53 Yrs. Under Graduate None Graphic and Page Designing N.A. N.A. Nil ANNEXURE TO THE NOTICE EXPLANATORY STATEMENT UNDER SECTION 173(2) OF THE COMPANIES ACTS, The following Explanatory Statement sets out the material facts relating to the business under items 4 of the accompanying Notice: No Director of the Company is concerned or interested in this special resolution. Registered Office: By order of the Board Office No. 1, 22/24/26, Shipping House, 1st Floor, Kumpta Street, Fort, Mumbai Date: 14th August, 2013 Place: Mumbai By order of the Board Sd/ Rohit Kudtarkar Company Secretary Important Communication: The Ministry of Corporate Affairs has taken a Green Initiative by allowing service of notice/documents including Annual Report by to members. To support this green initiative of the Government in full measure, members who have not registered their addresses, so far, are requested to register their addresses, in respect of electronic holdings with the Depository through their concerned Depository Participants or alternatively send an to the Company at info@ specinfotek.com or the Registrars and Share Transfer Agent at sharexindia@vsnl.com Item No. 4 The Shareholders may be aware that the Company has recently entered in to a Joint venture Agreement with Motion Pixel Corporation Holding Inc. Floridabased animation company with a highend media and animation studio with operations in Costa Rica, Florida, and present activities of the Company include Information technology, multimedia, networking services, supplying, trading etc. The present name does not convey the magnitude of operations of the Company and expresses only part of its activities. With a view to ensure that the name of the Company adequately reflects the current business and the renewed focus in being global multimedia & IT Company, it is proposed to change the name of the Company from Spectacle Infotek Limited to Spectacle Ventures Limited. The Registrar of Companies, Mumbai, has confirmed the availability of proposed new name for registration. In accordance with provisions of Section 21 of the Companies Act, 1956, change in the name of any Company shall be subject to the approval of members by way of Special Resolution and further approval of the Central Government. Your Directors recommend the resolution for acceptance by the members. 2

6 ANNUAL REPORT DIRECTOR S REPORT To the Members of the Company, Your Directors have pleasure in presenting the Twenty Eighth Annual Report on the business and operations of your Company with Audited Accounts for the year ended 31st March The financial results of the Company are summarized below: FINANCIAL RESULTS: PARTICULARS Profit before Depreciation & Taxation AMOUNT (RS.) AMOUNT (RS.) ( ) Less: Depreciation Profit for the year before taxation ( ) Less : Provision for taxation Current tax Deferred tax ( ) Profit after tax ( ) Add: Brought forward from last year Net Profit Carried to Balance Sheet FINANCIAL PERFORMANCE: During the year under review, your company has not carried out any operational activity on standalone basis and Net loss for the financial year ended March 31, 2013 was Rs. 24,31,344/. On consolidated basis, the total consolidate income of your Company for the year under review is Rs. 517,013,486/ and consolidated loss before tax stood at Rs. 124,080,389/ as against previous year profit before tax of Rs. 4,294,287/. DIVIDEND: Your Directors do not recommend payment of any dividend during financial the year. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVENRANCE; As required under Clause 49 of the Listing Agreement, Reports on Management Discussion and Analysis and Corporate Governance together with the Certificate of Auditors on Corporate Governance are provided separately in the Annual Report and forms part of Directors Report. DIRECTORS: In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Tushar V. Mathuria retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. During the financial year, Mr. Dharmendra A. Parekh, was appointed as an additional Director with effect from 14th August, 2012 and Mr. Dileep V Mehta, has resigned as Director of the Company with effect from 27th November, DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to provisions of Section 217 (2AA) of the Companies Act, 1956 the Directors confirm that: (i). In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii). Appropriate accounting policies have been selected and the directors have 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 as at 31st March, 2013 and of the profit and loss of the Company for the year ended 31st March, 2013; (iii). Proper and sufficient care has been taken 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). The annual accounts have been prepared on a going concern basis. FIXED DEPOSIT: The Company has not invited or accepted any deposits during the financial year. AUDITORS: Mr. Jatin Shah, the Statutory Auditors of the Company, retires at the conclusion of the ensuing Annual General Meeting and being eligible, offer himself for reappointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under section 224 (1) (B) of the Companies Act, Your Directors recommend reappointment Mr. Jatin Shah, as Auditors of the Company, at the ensuing Annual General Meeting. COMMENTS ON AUDITOR S REPORT: As regards Point 7 of the annexure to the Auditors report, the directors are looking after the daytoday business of the Company and expenditure on formal internal audit system is not warranted. However your company is in process of appointing an internal auditor or will setup a separate internal audit system. As regards Point 10 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 no cash losses in the preceding financial year and in coming 3

7 ANNUAL REPORT time, the revenues and profitability of the Company are expected to improve. PARTICULARS OF EMPLOYEES UNDER SENCTION 217(2A): The Provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1988, as amended are not applicable to the Company, as there are no employees whose remuneration is in excess of the limits prescribed under the aforesaid proviso. LISTING: The Equity Shares of the Company are at present listed with the Bombay Stock Exchange Limited and National Stock Exchange of India Limited. The Company is generally regular in payment of listing fee. CASH FLOW STATEMENT: In conformity with the provisions of Clause 32 of the Listing Agreement and requirements of Companies Act, 1956, the Cash Flow Statement for the year ended is annexed here to. SUBSIDIARIES: Your Company has two subsidiaries namely Amsol Inc., USA and United Consultancy Services Inc., USA and there has been no material change in the nature of business of the subsidiaries. According to the provisions of Section 212 of the Companies Act, 1956, the Balance sheet of above subsidiaries attached to this report. CONSERVATION OF ENERGY: Although the operations of the Company are not energy intensive, the management is highly conscious of the criticality of the conservation of energy at all operational levels. The requirement of disclosure of particulars with respect to conservation of energy as prescribed in Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable to the Company and hence are not provided. FOREIGN EXCHANGE EARNING AND EXPENDITURE Foreign exchange used NIL Foreign exchange earned NIL ACKNOWLEDGEMENT: Your directors take this opportunity to place on record their warm appreciation of the valuable contribution, unstinted efforts and the spirit of dedication by the employees and officers at all levels in the progress of the Company during the year under review. Your directors also express their deep gratitude for the assistance, cooperation and support extended to your company by the bankers, customers as well as the investing community and look forward to their continued support. Dated: 30th May, 2013 Place: Mumbai For and on behalf of the Board of Directors Sd/ Shaikh Fazal Mehmood Vice Chairman & Jt. Managing Director Sd/ Tushar V. Mathuria Director 4

8 ANNUAL REPORT MANAGEMENT ANALYSIS & DISCUSSION REPORT 1) Industry structure & developments. The earlier trend of smaller companies being marginalized has continued in the year under review. Another distinct trend during the year has been the preference of foreign companies to outsource their entire IT needs to the larger companies and get them to setup large offshore operations to support these contracts. 2) Opportunities and threats. Though the overall scenario for the smaller companies is extremely competitive, there are some niche areas where there are some opportunities for growth. The management is exploring these areas to consider entering these areas and develop expertise in such areas. 3) Segment wise or product wise performance. Not Applicable 8) Material development in Human Resources/ Industrial relation In the field that we are in. it s a must that we tune well with the changes around which not only mean changes in product lines as required but also realignment of the human resources available in order that the Company moves ahead in the competitive environment. CAUTIONARY STATEMENT: Statements in the Management Discussion and Analysis describing the Company s objective, projections, estimates, expectations may be forwardlooking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company s operations include economic conditions affecting demand/supply and price conditions in the domestic and international markets in which the Company operates, changes in the Government regulations, tax laws and other statues and other incidental factors. 4) Outlook The management is doing its best to forge relations with other companies and take the company forward in the new business lines. However, the outlook of the management is cautious in view of the competitive nature of the market. 5) Risk and concerns While venturing into new business lines, the company would need access to funds. The risk of not being able to raise funds at the time needed is the biggest risk that the management foresees 6) Internal control systems and adequacy As an extension of above, there s a machinery function to regulate and control the expected parameters to ensure a first class work situation and consequent quality output. 7) Discussion on financial performance with respect to operational performance. In view of the fall in extent of operations and the delay in materialization of the new business lines, the revenue of the company has seen a further dip. Also, the management has decided to adopt even more prudential accounting norms as a matter of conservative accounting. This measure, which will definitely help the company in the future, has led to certain write offs 5

9 ANNUAL REPORT REPORT ON CORPORATE GOVERNANCE (Pursuant to Clause 49 of the Listing Agreement entered into with the stock exchanges) 1. COMPANY S PHILOSOPHY: The Company s philosophy on Corporate Governance is driven by its desire towards attainment of the highest levels of transparency, professionalism, accountability and equity, in all facts of its operations and all its interaction with its stakeholders including shareholders, employees, the government and lenders. The Company believes that all its operations and actions must serve the underlying goals of enhancing overall enterprise value and safeguarding the shareholders trust. Our governance practices seek to go beyond statutory and regulatory requirements. Our endeavour is to follow the spirit of good corporate governance rather than the mere letter of the conditions specified by regulatory authorities. 2. BOARD OF DIRECTORS: a) Composition of the Board and Board Meetings of Directors: independent Directors. The Chairman of the Board is Executive Director. The composition of Board is in conformity with Clause 49 of the listing agreement. As mandate by Clause 49, none of the Directors are members of more than 10 committees of public limited Indian companies; nor are they Chairman of more than 5 committees in which they are members. The composition of the Board and their attendance in Board meetings as on 31st March, 2013 are given in table Further, During the financial year , Seven Board Meetings were held on 03rd May, 2012, 30th May 2012 (Further adjourned to 01st June, 2012), 14th August, 2012, 29th August, 2012, 12th November, 2012, 20th December, 2012 and 14th February 2013,. The last Annual General Meeting of the Company was held on 31st December, The Composition of the Board of Directors as on March 31, 2013 and details of attendance of Directors in Board Meetings and Annual General Meeting are as follows: The current strength of the Board of Directors of the Company is Four, of which, Two NonExecutive and Name Designation Category Attendance at *No. of Directorships in other public companies Mr. Tejesh Kumar Kodali Mr. Shaikh Fazal Mehmood Mr. Dileep V. Mehta Mr. Tushar V. Mathuria Mr. Dharmendra Acharatlal Parekh Chairman & Managing Director Vice Chairman & Jt. Managing Director NonExecutive Director NonExecutive Director NonExecutive Director NonIndependent & Promoter NonIndependent & Promoter Board Meeting Last AGM No. of Committee positions in other public Companies Chairman Member 3 No 3 7 Yes Independent 4 No Independent 5 Yes Independent 4 Yes *Excluding directorships in private, foreign companies and companies which are granted license under Section 25 of the Companies Act,

10 ANNUAL REPORT The necessary disclosure regarding Committee positions have been made by all the Directors. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49) across all companies in which they are Directors. b) Appointment / Reappointment of Directors: The profiles of Directors who are seeking reappointment/ appointment at the Annual General Meeting are given in the Notice calling Annual General Meeting of the Company. 3. BOARD COMMITTEES: The Board has constituted the following committees of Directors: I) Audit Committee II) Remuneration Committee III) Shareholders s Grievance Committee I. AUDIT COMMITTEE: a. Composition: The Audit Committee comprises of three Directors, namely Names of Directors Mr. Dileep V. Mehta* Mr. Tushar Mathuria Mr. Dharmendra A. Parekh Category Chairman Member Member b. Terms of reference: (a) Review of the Company s financial reporting process and financial statements. (b) Review of accounting and financial policies and practices. (c) Review of Internal control systems. (d) Discussion with Statutory Auditors on any significant findings and followup thereon. (e) Reviewing the Company s financial and risk management policies. The Statutory Auditors are invitees to the Meeting. c. Powers of Audit Committee: The Audit Committee has the following powers: i) To investigate any activity within its terms of reference; ii) To seek information from any employee; iii) To obtain outside legal or other professional advice; iv) To secure attendance of outsiders with relevant expertise, if it considers necessary. d) Audit committee Meetings and Attendance: The Committee has met 4 times during the financial year ended 31st March 2013 i.e. on 30th May 2012, 14th August, 2012, 12th November, 2012, and 14th February, 2013 Details of attendance of each Director at the Audit Committee Meetings are given below: Name of the Director Position Meeting attendance Mr. Dileep V. Mehta* Chairman 2 Mr. Tushar Mathuria Member 4 Mr. Dharmendra A. Parekh Member 2 II. REMUNERATION COMMITTEE: a) Composition and attendance : The Remuneration Committee comprised of three NonExecutive Directors, namely Mr. Dileep V. Mehta* (Chairman of the Committee), Mr. Tushar V Mathuria and Mr. Dharmendra A. Parekh as members of the Committee. During the financial year, committee did not have any meeting as there were no issues concerning the remuneration of wholetime/executive Directors. b) Terms of Reference: The broad terms of reference of the committee are to appraise the performance of Managing Director and whole time directors, determine and recommend to the Board compensation payable to Managing Director and whole time directors. The remuneration policy of the Company is based on review of achievements. The remuneration policy is in consonance with the existing industry practice. c) Remuneration Policy: Subject to the approval of the Board of Directors and subsequent approval by the members at the General Meeting and such authorities as the case may be, remuneration of Managing Director and Whole time Directors, is fixed by the Remuneration Committee. The remuneration is decided by the Remuneration Committee taking into consideration various factors such as qualifications, experience, expertise, prevailing remuneration in the competitive industries, financial position of the company etc., * Mr. Dileep V. Mehta has resigned as Director of the Company w.e.f III. SHAREHOLDERS / INVESTORS GRIEVANCE COMMITTEE: a) Composition and attendance: The Shareholders Grievance Committee comprised of Two Executive and One Non Executive Directors, namely Mr. Shaikh Fazal Mehmood (Chairman of the Committee), Mr. Tejesh Kumar Kodali and Mr. Dharmendra A. Parekh as a members of the Committee. 7

11 ANNUAL REPORT The Board has delegated the powers to approve transfer of shares etc., to this Committee of Three (3) Directors. The quorum for functioning of the committee is any two (2) directors present, no meeting of the committee was held during the year. Information on Investor Grievances for the period from 1st April, 2012 to 31st March 2013: There are no complaints received from shareholders during the year. The Company has no transfers pending at the close of the financial year. b) Terms of Reference: The Company has a Shareholders/Investors Grievance Committee to look into redress of Investors Complaints and requests such as delay in transfer of shares, non receipt of Dividend, Annual Report, revalidation of Dividend warrants etc., The committee deals with various matters relating to: Transfer / transmission of shares Issue of Share certificate in lieu of lost, subdivided, consolidated, rematerialized or defaced certificates. Consolidation / splitting of folios Review of shares dematerialized and all other related matters. Investors grievance and redressal mechanism and recommend measures to improve the level of investors services. d) Compliance Officer: Mr. Shaikh Fazal Mehmood, Vice Chairman & Jt. Managing Director is the compliance officer for complying with the requirements of SEBI (Prohibition of Insider Trading) Regulation, 1992 and the Listing Agreements with the BSE & NSE. 4. GENERAL BODY MEETINGS: A. Particulars of General Meetings held during last three years: i) Annual General Meetings: Financial Year Location Date Time S19, Suyog Industrial Premises CoOp society Ltd, 1st Floor, L B S Road, Vikhroli (W), Mumbai , "Arcadia", 4th Floor, 195, Nariman Point, Mumbai Office No. 1, 22/24/26, Shipping House, 1st Floor, Kumpta Street, Fort, Mumbai ii) Special Resolutions passed at the Last three AGM Financial Year Particulars of Special Resolutions passed 18th September, th September, st December, A M 10.00A.M A.M Appointment of Mr. Shaikh Fazal Mehmood as Managing Director for a period of 5 years. 2. Appointment of Mr. Ramesh Gorantla as Executive Director liable to retire by rotation. 3. Appointment of Mr. Tejesh Kumar Kodali as Executive Director for a period of 5 years Appointment of Mr. Asokan Ganapathy, as Executive Director liable to retire by rotation No Extraordinary General Meetings was held during the Financial Year ended However an Extraordinary General Meetings was held on 16th October, 2010, in which the members of the Company passed a Special Resolution for Change of name of the company and to commence the business as set out in sub clauses 1(b) & 1(c) of Clause III (A) of the Memorandum of Association of the Company. Postal Ballot: There were no ordinary or special resolutions that need to be passed by the shareholders through a postal ballot for the financial year ended March 31, OTHER DISCLOSURES: a. There have been no materially significant related party transactions, pecuniary transactions or relationship between your Company and the Directors, Management, subsidiaries or relatives except for those disclosed in the financial statement for the year ended 31st March, b. In terms of Clause 49 of the Listing Agreement(s), the Company has adopted a Code of Conduct for the board of Directors and Senior Management Personnel of the Company. The same has been posted on the Company s website. The Declaration by the Chairman of the Company forms part of this Report. 8

12 ANNUAL REPORT c. The Company has adopted the Employees Share dealing code in terms of the SEBI (prohibition of Insider Trading) Regulations This code is applicable to all Directors and designated Employees. The Code ensures prevention of dealing in shares by persons having access to unpublished price sensitive information. d. There was no noncompliance during the financial year and no penalties were imposed on the Company by the Stock Exchange, SEBI or any other statutory authority. The Company obtained a certificate from the statutory auditor of the Company with respect to compliance with the conditions of corporate governance and annexed the certificate with the Directors Report and sent the same to all the shareholders of the Company and to all the concerned Stock Exchanges alongwith the annual reports filed by the Company. 6. MEANS OF COMMUNICATION: a. Quarterly unaudited Financial Results were publishes during the Financial year as follows: Financial Result UnAudited / Audited News Papers First Quarter UnAudited The Asian Age & Aapla Mahanagar Second Quarter UnAudited The Asian Age & Aapla Mahanagar Third Quarter UnAudited The Asian Age & Aapla Mahanagar FourthQuarter/Full year Audited Business Standard & Mumbai Mitra The Board of Directors of the Company approved and took on record the UnAudited / Audited financial results within forty five days of closer of quarter / half year and communicated these results to all Stock Exchanges where the shares of the Company are listed and published in news papers as indicated above. Note: Unaudited Financial Results were intimated to Stock Exchanges with in forty five days of close of first three quarters and Audited Financial Results for the last quarter / financial year ending within 60 days of close of financial year. b. Management Discussion and Analysis Report: The Management Discussion and Analysis Report forms part of the Director s Report. All the matters relating to Industry Structures and Development, Opportunities and Threats, Risks and Concerns, Internal Control System and its adequacy, Discussion on financial performance with respect to operational performance, Human Resources Development and Industrial Relations are discussed in the Director s Report. 7. GENERAL SHAREHOLDER INFORMATION: (i) Annual General Meeting Day, Date and Time: Monday, 30th day of September, 2013 at a.m. Office No. 1, 22/24/26, Shipping House, 1st Floor, Kumpta Street, Fort, Mumbai (ii) Financial Calendar (Tentative) Results for the quarter ending 30th June 2013 : Second week of August, 2013 Results for the quarter ending 30th Sep : Second week of November, 2013 Results for the quarter ending 31st Dec : Second week of February, 2014 Results for the year ending 31st Mar : Last week of May, 2014 (iii) Book Closure Date : to (Both the days inclusive) (iv) Registered Office : Office No. 1, 22/24/26, Shipping House, 1st Floor, Kumpta Street, Fort, Mumbai (v) Equity shares listed on : 1. Bombay Stock Exchange Limited (BSE) Stock Exchanges at 2. National Stock Exchange of (India) Limited (NSE) Note: The Company is in process of payment of Annual listing fee to the above Stock Exchanges where shares are listed up to 31st March,

13 ANNUAL REPORT (vi) Stock Code: Trading Symbol at : 1. BSE NSE SPECTACLE Demat ISIN Number in NSDL & CDSL: Equity Shares INE409H01028 (vii) Stock Market Data (in Rs. / per share) Stock Exchanges Bombay Stock Exchange Limited National Stock Exchange of India Limited Period High (Rs.) Low (Rs.) High (Rs.) Low (Rs.) Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar (viii) Registrars and Transfer Agents: Sharex Dynamic (India) Pvt. Ltd. (Share transfer and communication Unit No. 1, Luthra Ind. Premises, regarding share certificates, Andheri Kurla Road, Safed Pool, Dividends and change of address) Andheri (E), Mumbai (ix) Share Transfer System: Presently, the share transfers in physical form are processed and the share certificates returned within a period of 15 to 20 days from the date of receipt of the document, subject to the documents being clear in all respects. The Board has delegated the authority for approving the transfers to the RTA subject to approval by Grievance Committee. Shareholders Grievances and other miscellaneous correspondence on change of address, mandates etc., received from members are generally processed by RTA of the company within 15 to 20 days. The Company obtains from a Company Secretary in practice half yearly certificate of compliance with the share transfer formalities as required under clause 47c of the Listing Agreement and files a copy of the certificate with BSE and NSE. 10

14 ANNUAL REPORT (x) DISTRIBUTION OF SHARE HOLDING AS ON 31ST MARCH Range of Shareholding No. of Shareholders % of Total Shareholders Nominal Value % of Total and above Total (xi) Shareholding Pattern (Category Wise) as on 31st March 2013: Category No. of Shares Percentage Promoters Venture Capital Funds/Mutual Funds / UTI & Banks Private Corporate Bodies Resident Individuals NRIs / FIIs Clearing Members Total : (xii) Dematerialization of Shares & Liquidity: Approximately 99.96% of the Equity Shares have been dematerialized upto 31st March, 2013 and Shares of the Company are frequently traded. Trading in Equity shares of the Company is permitted only in dematerialized form as per notification issued by the Securities and Exchange Board, India (SEBI). (xiii) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments: As on March 31, 2013, the Company does not have any outstanding GDRs/ADRs/Warrants on any convertible instruments. INVESTOR CORRESPONDENCE FOR TRANSFER / DEMATERILISATION OF SHARES AND ANY OTHER QUERY RELATING TO THE SHARES OF THE COMPANY: For shares held in Physical form: Sharex Dynamic (I) Pvt. Ltd. Unit 1, Luthra Ind. Premises, Andheri Kurla Road, Safed Pool Andheri (E), Mumbai Any query on Annual Report: For Shares held in Demat Form: To the Depository Participant Spectacle Infotek Ltd. Office No. 1, 22/24/26, Shipping House, 1st Floor, Kumpta Street, Fort, Mumbai Tel: Fax: info@specinfotek.com 11

15 ANNUAL REPORT AUDITORS REPORT ON CORPORATE GOVERNANCE To, The Members, Spectacle Infotek Limited, I have examined the compliance of conditions of Corporate Governance by Spectacle Infotek Limited., for the year ended on 31st March, 2013 as stipulated in Clause 49 of Listing Agreement of the said company with stock exchanges. The compliance of conditions of corporate governance with the responsibility of the management. My examination was limited to procedure and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In my opinion and best of my information and according to the explanations given to me I certify that the company has complied with the conditions of corporate governance stipulated in the above mentioned listing agreement. As required by the guidance note issued by the Institute of Chartered Accountant of India I have to state that no investor Grievances were pending for a period of one month against the company as per the record maintained by the share transfer cum investors Grievance Committee. I further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company. Sd/ Jatin Shah Chartered Accountant Membership No Place: Mumbai Date: 30th May, To, The Board of Directors, Spectacle Infotek Ltd., Office No. 1, 22/24/26, Shipping House, 1st Floor, Kumpta Street, Fort, Mumbai CEO CERTIFICATION I hereby certify that: (a) I have reviewed the financial statements and the cash flow statement for the year ended 31st March, 2013 and that to the best of my knowledge and belief: i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; ii) These statements together present a true and fair view of the Company s affairs and are in compliance with the existing accounting standards, applicable laws and regulations. (b) These are, to the best of our knowledge and belief, no transactions is entered into by the company during the year which is fraudulent illegal or volatile of the Company s code of conduct. (c) I accept responsibility for establishing and maintaining internal controls for financial reporting and that I have evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and I have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which I am aware and the steps I have taken or propose to take to rectify these deficiencies. (d) I have indicated to the Auditors and the Audit Committee: i) Significant changes in internal control over financial reporting during the year. ii) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having a significant role in the Company s internal control system over financial reporting. Place: Mumbai Date: 30th May, 2013 For Spectacle Infotek Ltd. Sd/ Shaikh Fazal Mehmood Vice Chairman & Jt. Managing Director 12

16 ANNUAL REPORT INDEPENDENT AUDITOR S REPORT To The Members Of SPECTACLE INFOTEK LIMITED Report on the Financial Statements I have audited the accompanying Financial Statements of Spectacle Infotek Limited ( the Company ) which comprise the Balance Sheet as at 31st March, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956 ( the Act ). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that I comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial statements. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion. Opinion In my opinion and to the best of my information and according to the explanations given to me, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2013 (b) in the case of the Statement of Profit and Loss, of the profit of the Company for the year ended on that date, and (c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies [Auditors report] Order 2003 ( the Order ) issued by the Centeal Government of India in terms of section 227(4A) of the Act, I give in the Annexure a statement on the matters specified in the paragraph 4 and 5 of the said Order 2. As required by Section 227(3) of the Act, I report that: a] I have obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purpose of my audit ; b] In my opinion, proper books of account as required by law have been kept by the Company, so far as it appears from my examination of those books. c] The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account. d] In my opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub section (3C) of Section 211 of the Act. e] On the basis of written representations received from the directors as on 31st March, 2013 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2013 from being appointed as a director in terms of clause (g) of subsection (1) of section 274 of the Act. Sd/ JATIN SHAH Place : MUMBAI CHARTERED ACCOUNTANT Date : 30th May, MEMBERSHIP NO

17 ANNUAL REPORT Annexure to Independent Auditor s Report Referred to in Paragraph 1 under the heading of Report on Other Legal and Regulatory requirements of my report of even date (1) In respect of Fixed Assets (a) The Company has maintained proper records showing full particulars including quantitative details and situation of Fixed Assets. (b) As explained to me, these fixed assets have been physically verified by the management in a phased periodical manner. In my opinion the frequency of verification is reasonable. No material discrepancies were noticed on such physical verification. (c) The Company has disposed off various fixed assets valued at Rs /, however it does not affect it s going concern status. (2) In respect of it s Inventories; (a) As explained to me, inventories have been physically verified by management at reasonable intervals during the year. In my opinion, the frequency of such verification is reasonable. (b) In my opinion and according to the information and explanations given to me, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company has maintained proper records of inventory and discrepancies noticed on physical verification as compared to the book records have been properly dealt with in the books of accounts. (3) In respect of the Loans, secured or unsecured, granted or taken by the Company to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956; (a) The Company has not granted Loan to any parties covered in the register maintained under section 301 of the Companies Act, (b) The Company has taken unsecured loans from Four parties covered In the register maintained under section 301 of the Act. The Maximum amount outstanding at any time during the year was Rs. 3,49,72,589/ and the balance outstanding as on 31st March, 2013 was Rs. 3,49,62,589/. (c) The rate of interest and other terms and conditions of the loan are not prima facie prejudicial to the interest of the Company. d) The Company has been regular in repaying principal amount and the Company is also regular in payment of interest whereever stipulated. (e) There is no overdue amount of loans taken or granted to companies, firms and other parties listed in the register maintained under section 301 of the Companies Act, (4) There is an adequate internal control procedure commensurate with the size of the Company and the nature of its business, for the purchase of the inventory and fixed assets and for the sale of goods & services. During the course of my audit, I have not observed any continuing failure to correct major weaknesses in the internal control system. (5) In respect of contracts or arrangements referred to in section 301 of the Companies act, 1956; (a) According to the information and explanation provided by the management, I am of the opinion that all the particulars of contracts or arrangements that need to be entered into a register in pursuance of section 301 of the Act have been so entered. (b) According to the information and explanation provided by the management, the transactions made in pursuance of such contracts or arrangements entered in the register maintained under section 301 of the Companies Act, and exceeding the value of Rs. Five Lacs in respect of each party during the year, have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (6) As informed by the management during the year, the Company has not accepted any deposit from the public within the purview of section 58A, 58AA and other relevant provisions of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to the deposits accepted from the public. (7) The Company does not have any formal internal audit system. (8) The Central Government has not prescribed maintenance of cost records under clause (c) of Subsection (1) of section 209 of the Companies Act 1956, for any products of the Company. 14

18 ANNUAL REPORT (9) In respect of Statutory dues; (a) According to the information & explanation given to me and the records of the company examined by me, the following dues of Income Tax, TDS, Professional Tax have not been deposited by the Company. Name of Statute Income Tax Act, 1961 Income Tax Act, 1961 AP Profession Tax Act, 1967 Nature of Dues Amount (Rs. In Lacs) Period to which the amount relates Income Tax 30,15,747/ A. Y Income Tax 30,02,207/ A. Y Profession Tax 45,125/ A. Y Service Tax Service Tax 5,94,423/ A. Y Income Tax Act, 1961 Income Tax Act, 1961 Income Tax Act, 1961 T.D.S. 8,14,944/ A. Y T.D.S. 6,90,522/ A. Y T.D.S. 1,18,220/ A. Y (b) There are no amount of statutory dues that have not been deposited on account of disputed matters. (10) The company does not have any accumulated losses as at 31st March 2013 but has incurred cash losses during the financial year ended on that date. (11) According to the records of the company examined by me and information & explanation given to me and based on the audit procedure applied by me, the company has not defaulted in repayment of its dues to any financial institution or bank or debenture holder, as at the Balance Sheet date. (12) The Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. I also report that the company has held the shares, securities, debenture & other investments in its own name except to the extent of exemption granted under section 49 of the Companies Act,1956. (15) According to information & explanation given to me, the Company has not given guarantee for loans taken by others from banks or financial institutions during the year. (16) According to information & explanation given to me, on an overall basis, prima facie, term loans were applied for the purpose for which the loans were obtained. (17) According to the information & explanation given to me, and based on the examination of Balance Sheet of the Company, prima facie, the funds raised on short term basis have not been used for long term investment. (18) According to the information and explanations given to me, the Company has not made preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Companies Act, 1956 during the year. (19) The company has not issued any secured debentures during the year, and accordingly, no securities were required to be created. (20) The company has not raised any funds by way of a public issue during the year. (21) During the course of my examination of the books of the accounts and records of the company and according to the information & explanation given to me, no material fraud on or by the Company, has been noticed or reported during the year. Sd/ JATIN SHAH Place : MUMBAI CHARTERED ACCOUNTANT Date : 30th May, MEMBERSHIP NO (13) The provisions of any special statute applicable to chit find / nidhi / mutual benefit/ societies are not applicable to the company. (14) Based on my examination of the records and evaluation of the related internal controls, I am of the opinion that proper records have been maintained of the transactions and contracts relating to the shares, security, debentures and other investments. 15