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SPECTRA FOODS & BEVERAGES

PRIVATE LIMITED

24th
ANNUAL REPORT 2005 - 2006

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SPECTRA FOODS & BEVERAGES PRIVATE LIMITED

BOARD OF DIRECTORS 1. 2. 3. 4. 5. 6. SRI K. SATYANARAYANA CHAIRMAN Dr. S.S. REDDY SRI K. VENKATA RAMANA SMT K. SUJATHA SRI A. SUDHAKAR SRI M. SRINIVAS EXECUTIVE DIRECTOR

24
Date Time : 11-00 A.M.

th

BANKERS:

ANNUAL GENERAL MEETING : 20th September, 2006 STATE BANK OF HYDERABAD Patamatalanka, Vijayawada - 520 010

Place : Registered Office AUDITORS : M/S BRAHMAYYA & COMPANY Chartered Accountants Vijayawada.

REGISTERED OFFICE & FACTORY TADIGADAPA VIJAYAWADA - 521 137

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SPECTRA FOODS & BEVERAGES PRIVATE LIMITED

NOTICE TO SHAREHOLDERS

NOTICE is hereby given that the TWENTY FOURTH ANNUAL GENERAL MEETING of the Company will be held at the Company's Registered Office at Tadigadapa, Vijayawada, Krishna District, on Wednesday, the 20th September, 2006 at 11.00 A.M. to transact the following business. I. 1. ORDINARY BUSINESS To receive, consider and adopt the Audited Profit and Loss Account of the Company for the year ended 31st March, 2006 and the Audited Balance Sheet as on that date and the reports of the Board of Directors and Auditors thereon. To consider Dividend for the year 2005-06. To appoint a Director in place of Smt Kode Sujatha, who retires by rotation and being eligible, offers herself for re-appointment. To appoint a Director in place of Sri Kode Venkata Ramana, who retires by rotation and being eligible, offers himself for re-appointment. To appoint Auditors and fix their remuneration. The retiring auditors, M/s. Brahmayya & Company, Chartered Accountants, Vijayawada are eligible for re-appointment. BY ORDER OF THE BOARD

2. 3. 4. 5.

(Sd/-) K. SATYANARAYANA CHAIRMAN Place: HYDERABAD, Date : 28th August, 2006 NOTE: 1. 2. 3. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and to vote instead of himself and such a proxy need not be a member of the Company. The proxies, to be effective, should be deposited at the Registered Office of the Company not later than 48 hours before the commencement of the meeting. Members are requested to intimate immediately any change in their address registered with the Company.

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SPECTRA FOODS & BEVERAGES PRIVATE LIMITED DIRECTORS' REPORT

To The Shareholders,
Your Directors have pleasure in presenting the 24 th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2006. (1) FINANCIAL RESULTS Profit before Depreciation, Interest and Tax Depreciation Interest Profit/Loss before Tax Provision for Taxation Profit/Loss after Tax Balance of Profit brought forward from last year Excess Provision of Tax in earlier year Short Provision of Tax in earlier year Profit available for appropriation Transfer to General Reserve Interim Dividend Tax on Distributed Profits Balance carried forward 2005-2006 2004-2005 (Rs. in Lakhs) (Rs. in Lakhs) 88.84 22.87 3.18 45.08 17.68 27.40 53.43 0.00 1.82 79.02 7.00 14.40 2.02 55.60 90.94 25.92 4.38 47.38 13.26 34.12 42.30 0.31 76.73 7.00 14.40 1.88 53.43

(2) OPERATIONS: Your Company has sold 21,47,434 Litres of Ice Creams/Frozen Desserts amounting to Rs.893.16 Lakhs as against the previous year figures of 15,89,525 Litres and Rs. 639.67 Lakhs in realisation. 3) DIVIDEND: An Interim Dividend of 15% on equity shares was declared on 14th May, 2006. Your Directors are pleased to recommend the same for the approval of shareholders.

(4) PERSONNEL: The relations between the Employees and the Management continued to remain very cordial and your Directors acknowledge their appreciation for the valuable and untiring efforts put in by the employees at all levels. There are no employees whose particulars are required to be disclosed as per the provisions of Sec 217(2A) of the Companies Act.

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SPECTRA FOODS & BEVERAGES PRIVATE LIMITED (5) FIXED DEPOSITS :

There are no overdue deposits remaining unpaid beyonci iiie date of maturity. (6) AUDITORS: M/s Brahmayya & Company, Chartered Accountants, Vijayawada are the retiring Auditors and are eligible for re-appointment. (7) AUDIT REPORT : With regard to the comments of the Auditors on the physical verification of Assets, your Directors wish to inform that the verification is being conducted. With regard to Internal Audit it is informed that the Company is contemplating introduction of internal audit in the near future. (8) DIRECTORS : Smt Kode Sujatha and Sri Kode Venkata Ramana retire at this meeting and are eligible for re-appointment. (9) DIRECTORS RESPONSIBILITY STATEMENT : As required by Section 217 (2AA) of the Companies Act, 1956, your Directors certify as follows: 1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures therefrom: That the Directors had selected such accounting policies and applied them consistently and made judgements 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 ended 31st March, 2006 and of the profit of the Company for that year. That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. That the Directors had prepared the annual accounts on a going concern basis.

2.

3.

4.

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SPECTRA FOODS & BEVERAGES PRIVATE LIMITED

(10)

CONSERVATION OF ENERGY etc. : Particulars as required U/S 217(1)(e) of the Companies Act, 1956 are annexed to this report.

(11)

SECRETARIAL COMPLIANCE REPORT Compliance certificate as required U/S 383A of the Companies Act, 1956 are annexed to this report.

(12)

APPRECIATION:

Your Directors wish to place on record their appreciation of the co-operation and financial assistance rendered by the State Bank of Hyderabad, Patamatalanka. Your Directors also wish to place on record their appreciation of the co-operation extended by Hindustan Lever Limited during the year.

ON BEHALF OF THE BOARD (Sd/-) K.SATYANARAYANA CHAIRMAN

PLACE:HYDERABAD DATE : 28th August, 2006

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SPECTRA FOODS & BEVERAGES PRIVATE LIMITED COMPLIANCE CERTIFICATE (Issued under the Companies (Compliance Certificate) Rules, 2001)

Registration No. of the Company: 01-03220 Paid-up Capital Rs. 96,00,000

To The Members, Spectra Foods & Beverages Pvt Ltd., Vijayawada

I have examined the registers, records, books and papers of Spectra Foods & Beverages Private Limited (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31 st March, 2006. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year. 1. The Company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded. The Company has duly filed, the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made thereunder. The Company being a private limited Company has the minimum prescribed paid-up capital and its maximum number of members during the said financial year was FORTY excluding its presents and past employees of the Company during the year under scrutiny: (i) (ii) has not invited public to subscribe for its shares or debentures; and has not invited or accepted any deposits

2.

3.

(T
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SPECTRA FOODS & BEVERAGES PRIVATE LIMITED 4. The Board of Directors duly met Five times respectively on 14 May, 2005, 1st September, 2005, 16th December, 2005, 15th February, 2006, 29th March, 2006 in respect of which meeting proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. The Company has not closed its (Register of Members during the financial year. The annual general meeting for the financial year ended on 31st March, 2005 was held on, 28thSeptember, 2005 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. No extra ordinary general meeting was held during the financial year. The Company being a private Company, provisions of Section 295 of the Act are not applicable. The Company has duly complied with the provisions of Section 297 of the Act in respect of contracts specified in that section. The Company has made necessary entries in the register maintained under Section 301 of the Act during the financial year. As there were no instances falling within the purview of section 314 of the Act, the Company has pot obtained any approvals from the Board of directors, members or Central Government during the financial year. The Company has not issued any duplicate share certificates during the financial year. (i) During the financial year the Company has delivered all the certificates on lodgment thereof for transfer and transmission in accordance with the provisions of the Act. There are no allotments of securities during the financial year. The Company has deposited the amount of interim dividend declared in a separate Bank Account on 15th May, 2006 which is within five days from the date of declaration of such interim dividend. The Company has paid dividends to all the members within a period of SOdays from the date of declaration. There is no unclaimed dividend.

5. 6.

7. 8. 9. 10. 11.

12. 13.

(ii)

(iii)

(T
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SPECTRA FOODS & BEVERAGES PRIVATE LIMITED

(iv) There were no amounts in unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years. (v) 14. The Company has duly complied with the requirements of Section 217 of the Act.

The Board of Directors of the Company is duly constituted. There was no appointment of additional directors, alternate directors and directors to fill casual vacancy during the financial year. The Company being a private company provisions of Section 269 of the Act with regard to appointment of Managing Director/Whole-time Director/ Manager are not applicable. The Company has not appointed any sole selling agents during the financial year. The Company was not required to obtain any approvals of the Central Government Company Law Board, Regional Director, Registrar and/or such authorities prescribed under the various provisions of the Act during the financial year. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder. The Company has not issued any shares, debentures or other securities during the financial year. The Company has not bought back any shares during the financial year. The Company has not issued any preference shares or debentures. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. The Company has not invited/accepted any deposits including unsecured loans falling within the purview of Section 58A during the financial year. The Company being a private Company provisions of Section 293 (1) (d) of the Act are not applicable.

15.

16. 17.

18.

19. 20. 21. 22.

23. 24.

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SPECTRA FOODS & BEVERAGES PRIVATE LIMITED

25.

The Company being a private company provisions of Section 372A of the Act are not applicable. The Company has not altered the provisions of the Memorandum with respect to situation of the company's registered office from one State to another during the year under scrutiny. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny. The Company has not altered the provisions of the Memorandum with respect to name of Company during the year under scrutiny. The Company has not altered the provisions of the Memorandum of Association with respect to share capital of the Company during the year under scrutiny. The Company has not altered its Articles of Association during the financial year. There were no prosecutions initiated against or show cause notices received by the company and no fines or any other punishment was imposed on the company during the financial year, for offences under the Act. The Company has not received any money as security from its employees during the financial year. The Company has no provident fund of its own as contemplated under the Act.

26.

27.

28.

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31.

32.

33.

Place: Camp-Hyderabad Date: 30th August, 2006

(Sd/-) Name of the Company Secretary: T. Subba Rao C.P. No. 3801

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