Samtel (India) Ltd.
|BSE: 500371||Sector: Engineering|
|NSE: SAMTELTD||ISIN Code: INE538C01017|
|BSE LIVE 13:24 | 12 Sep||1.94||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Samtel (India) Ltd. (SAMTELTD) - Director Report
Company director report
TO THE MEMBERS OF SAMTEL INDIA LIMITED
The Directors hereby present their Thirty Third Annual Report on the business andoperations of the Company and the audited financial statements for the year ended 31stMarch 2015.
(Rs in Lacs)
The Company does not propose to transfer any amount to the General Reserves.
Your Directors do not recommend any dividend for the financial year ended 2014-15.
The paid up Equity Share Capital as on 31st March 2015 was Rs. 708.42 lacs. During theyear under review the Company has not issued any shares. The Company has not issuedshares with differential voting rights. It has neither issued employee stock options norsweat equity shares and does not have any scheme to fund its employees to purchase theshares of the Company.
Details of Directors' Shareholding have been given elsewhere in die Directors' Report.
During the financial year under review the Company registered Revenue / other incomeof Rs. 23.20 lacs as against Revenue / other income of Rs.2.07 lacs during the previousfinancial year. The Company ended the financial year with net loss of Rs. 22.96 lacs asagainst net loss of Rs.183.90 lacs during the previous financial year.
Subdued business environment and slowdown in economy across the spectrum have impactedthe industrial and manufacturing sector quite adversely. Most of the businesses are beingrun with minimum manpower and it has a negative effect on the whole manpower supplyindustry/business. Being a new entrant to the business it became very difficult for theCompany to overcome the competition from established player and thus the new businessactivity of the Company failed to take off despite the best efforts of the Management.
The Management is exploring various other business opportunities including venturinginto manufacturing activities and will approach the members for their approval at anappropriate time.
Since the efforts of the Management to set up man power supply business have notyielded positive results various other options are being discussed and explored by yourDirectors at regular interval.
Considering the present market scenario in electronic industry your Directors are ofthe view that carrying on trading activities of different products more particularly ofelectronic items may be beneficial to the overall interest of the Company.
Accordingly requisite steps are being taken to set up trading activities byregistering the Company with at different Statutory Authorities/Forum. StatutoryAuthorities and all Stakeholders.
EROSION OF NET-WORTH- REFERENCE TO BIFR
Due to continuing losses the net-worth of the company had got completely eroded.However since your Company does not fall under the purview of Sick Industrial Companies(Special Provisions) Act 1985 no reference to the Board for Industrial and FinancialReconstruction (BIFR) has been filed.
Your Company does not have any subsidiary company. Form AOC 1 is given as per AnnexureA.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company neither has made any investments nor has given any loans or guarantees orprovided any security during the year under review.
Your Company has not accepted any public deposits during the financial period underreview.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013.
The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Companies Act 2013 and Clause 49 of the Listing Agreement. It establishes variouslevels of accountability and overview within the Company while vesting responsibility foreach significant risk.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company's internal audit systems are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operations through adherence to the Company's policies identifyingareas of improvement evaluating the reliability of Financial Statements ensuringcompliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.
Appointment of Directors
In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mr.Satish K Kaura Director is liable to retire by rotation at the 33rd AnnualGeneral Meeting of the Company and being eligible offer himself for re-appointment.
In terms of Section 149 and 161 of the Companies Act 2013 and Articles of Associationof the Company the Board of Directors in their meeting held on 20th March 2015has appointed Mrs. Alka Kaura as an additional Director. Mrs. Alka Kaura has beenappointed as a woman Director in terms of the provisions of Section 149(1) of theCompanies Act 2013. She holds die office upto the date of ensuing Annual General Meeting.Pursuant to Section 160 of the Companies Act 2013 the Company has received a notice inwriting from a member of the Company proposing his candidature for the office ofIndependent Director. Your Directors recommend her appointment for your approval.
Brief resume of the above Directors nature of their experience and expertise inspecific functional areas and the name of the public companies in which they hold theDirectorship and the Chairmanship/Membership of the Committees of the Board as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges are given in the Noticeconvening the 33rd Annual General Meeting and forms part of this Report.
The Company has adopted Governance Guidelines on Board Effectiveness. The GovernanceGuidelines cover aspects related to composition and role of the Board Chairman andDirectors Board diversity definition of independence Director term retirement age andCommittees of the Board. It also covers aspects relating to nomination appointmentinduction and development of Directors Director remuneration Subsidiary oversight Codeof Conduct Board Effectiveness Review and Mandates of Board Committees.
Procedure for Nomination and Appointment of Directors
The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.
Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:
The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and Clause 49 of the Listing Agreement.
Independence: In accordance with the above criteria a Director will be considered asan 'Independent Director' if he/ she meets with the criteria for 'Independent Director' aslaid down in the Act and Clause 49 of the Listing Agreement.
Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought experience knowledge perspective age and gender. It is alsoensured that the Board has an appropriate blend of functional and industry expertise.While recommending the appointment of a Director the Nomination and RemunerationCommittee considers the manner in which the function and domain expertise of theindividual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act theDirectors on the Board of the Company are also expected to demonstrate high standards ofethical behavior strong interpersonal and communication skills and soundness of judgment.Independent Directors are also expected to abide by the 'Code for IndependentDirectors' as outlined in Schedule IV to the Act.
Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors:
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement the Boardhas carried out an annual evaluation of its own performance performance of the Directorsas well as the evaluation of the working of its Committees.
The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board structure and composition establishment anddelineation of responsibilities to various Committees effectiveness of Board processesinformation and functioning.
Directors were evaluated on aspects such as attendance and contribution at Board/Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings.
Areas on which the Committees of the Board were assessed included degree of fulfillmentof key responsibilities adequacy of Committee composition and effectiveness of meetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committees and of the Directors.
The Manager / Executive Directors are paid remuneration approval by Board of Directorson the recommendation of remuneration committee. The remuneration so approved is subjectto approval by shareholders and such authorities as the case may be the Directors / KayMan Persons do not draw any remuneration.
BOARD AND COMMITTEE MEETINGS
During the year under review the Directors of the Company met 5 times.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgments andestimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;
(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall under the parameter as prescribed under the Companies Act2013 and relevant Rules thereof.
POLICY ON PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adequatemechanism to address and act upon complaints if any.
During the year under review the Company neither have any woman employee nor hasreceived any complaint of sexual harassment.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adequate systems to provide a formal mechanism to the Directors andemployees to report their concerns about unethical behaviour actual or suspected fraud orviolation of the Company's Code of Conduct or ethics policy.
AUDITORS & AUDIT REPORT
The Auditors of the Company M/s. S.S.Kothari Mehta & Co. Chartered AccountantsNew Delhi retire at the forthcoming Annual General Meeting and being eligible offerdiemselves for re-appointment. The Company has received a letter from them to the effectthat their appointment if made would be within the prescribed limit under Section 139& 141 of the Companies Act 2013. The Board of directors recommends their appointmentas Statutory Auditors for the next financial year for your approval.
The observations of the Auditors and the relevant notes on the accounts areself-explanatory. Further explanations with regard to the observations/qualifications ofthe Auditors' are as under :
(a) As such there is no fund generation in the Company. The statutory payments will becleared on availability of the funds with the Company.
(b) The management is in process of seeking legal opinion regarding the applicabilityof provision of Sick Industrial Companies (Special Provision) Act 1985 and necessarysteps will be initiated accordingly.
(c) The depreciation expenses was provided as per the new schedule II of the CompaniesAct 2013 SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Ms. Alka Juneja a Company Secretaries in Practice to undertake theSecretarial Audit of the Company for the year ended 31st March 2015. The SecretarialAudit Report is annexed as Annexure B.
The observations of the Auditors and the relevant notes on the accounts areself-explanatory. Further explanations with regard to the observations/qualifications ofthe Auditors' are as under :
1. There is no significant business activities justifying appointment of CFO and WholeTime Company Secretary however the company has been scouting the market for an qualifiedchartered accountant to be appointed as CFO of the company. Company expects to comply withthe provisions of Companies Act 2013 expeditiously.
2. The company has a Vigil mechanism policy however the same will be adopted by theBoard in terms of the provisions of Companies Act 2013.
3. The loans are from related parties and the company is expecting to repay the loanonce the commercial activities commence once again.
4. E-voting facilities are being made available to the members of the company.
5. All compliances towards listing agreement barring payment of listing fee have beenmade.
6. The web site of the company will be available shortly
DECLARATION UNDER CLAUSE 49 OF THE LISTING AGREEMENT
All Directors and Senior Management Executives of the Company have affirmed compliancewith the Code of Conduct for Board Members and Senior Management executives for the periodApril 1 2013 to March 31 2015.
Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.
A separate Report on Corporate Governance alongwith necessary Certificates and Reporton Management Discussion & Analysis are enclosed as part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report and the Report on Corporate Governanceas required under Clause 49 of the Listing Agreement forms part of the Annual Report.
None of the Directors of your Company is disqualified as per the provisions of Section164 of the Companies Act 2013. All the Directors have made necessary disclosures asrequired under various provisions of the Companies Act and Clause 49 of the ListingAgreement.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is annexed as Annexure C.
PARTICULARS OF EMPLOYEES AND REMUNERATION
None of the employees of the Company is in receipt of remuneration equal to or inexcess of the limits prescribed under Section 197 (12) of the Companies Act 2013 readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT.9 is annexed asAnnexure D.
Your Directors wish to thank all the employees of the Company for their dedicatedservice during the year. They would also like to place on record their appreciation forthe continued co-operation and support received by the Company during the year frombanker business partners and other stakeholders.
ANNEXURE A TO THE DIRECTORS1 REPORT
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 ofCompanies
(Accounts) Rules 2014]
Part "A" : Subsidiaries
Part "B": Associates
The Company does not have any subsidiary company.
ANNEXURE B TO THE DIRECTORS' REPORT
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31ST March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Samtel India Limited(hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided me/us a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing our opinion thereon.
Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the company hasduring the audit period covering the financial year ended on 31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance- mechanism in place to the extent in the manner andsubject to the reporting made hereinafter:
We have examined the books papers minute books forms and returns filed and otherrecords maintained by Samtel Colour Limited for the financial year ended on 31st March2015 according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed there under;
iv. The Foreign Exchange Management Act1999 and the Rules and Regulations made thereunder to the extent of the FDI and ODI. As explained to us there were no FDI OCI andExternal commercial Borrowings.
v. The Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act 1992 ('SEBI Act') viz. :-
a. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
b. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
vi. and other applicable laws to the extent applicable on the Company : NIL as theCompany has discontinued its operations
We have also examined compliance with the applicable clauses of The Listing Agreementsentered into by the Company with the Stock Exchange in India.
We report that during the period under review the Company has complied with theprovisions of the Act Rules Regulations Guidelines mentioned above except as beingmentioned hereunder in relevant clause
I further report that there were no actions/events in pursuance of:
a) The Securities Exchange Board Of India (Issue and Listing of Debt Securities)Regulations 2008;
b) The Securities Exchange Board Of India (Delisting of Equity Shares) Regulations2009; and
c) The Securities Exchange Board Of India (Buyback Of Securities) Regulations 1998;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
e) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011
Requiring compliance thereof by the company during the financial year and thesecretarial standards issued by The Institute of Company Secretary of India were notapplicable during the year.
We further report that the compliance by the Company of applicable financial lawslike direct and indirect tax laws has not been reviewed in this audit since the same havebeen subject to review by Statutory Auditors and other designated professionals.
We have examined following non-compliance by the Company under Companies Act 2013
It is reported that The Vigil mechanism as required under Companies Act 2013 isnot maintained by the Company.
The company has defaulted in repayment of its loan and interest thereon.
The Books of accounts have been maintained at a place other than RegisteredOffice of the Company and it has been explained to us that it has been done under theauthority of Board Resolution passed long back in the past.
The KMP's as per applicable provisions of the Companies Act 2013 has not beenappointed.
We have examined following non- compliance Clauses of the Listing Agreement entered bythe Company
E-voting facility has not been provided in AGM held for F Y 2013-14 and thus.Annual Report is not as per Listing Agreement and has not complied with other requirementsrelating to the Annual General Meeting.
There has been delay in compliance with the Clause 30 31 35A 38 17 55A 41etc of Listing Agreement.
The website of the Company as per provisions of the Listing Agreement is underConstruction
The Company does not have Whole-time Company Secretary as per the provisions ofthe Companies Act 2013 and listing Agreement.
We Further Report that due to unavailability of the complete records we are unable tocomment upon the compliance of the requirements under SEBI (Prohibition of InsiderTrading) Regulations 1992.
It has been explained to us that the working of various units of the Company has beenclosed before the commencing the Financial Year under review and there is no worker onroll and therefore No labour Law is applicable to the company and dues outstanding in theBalance Sheet belongs to past years.
We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
Note: This report is to be read with our letter of even date which is annexed as'ANNEXURE A' and forms an integral part of this report.
To Annexure A
The Members Samtel India Limited
Village Naya Nohra Kota Baran Road Tehsil Ladpura Kota Rajasthan-324001
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit provided to us.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. The compliance by the Company of applicable financial laws like direct and indirecttax laws has not been reviewed in this audit since the same have been subject to reviewby statutory Auditors and other designated professionals
5. Where ever required we have obtained the Management representation about theapplicability and compliance of laws rules and regulations and happening of events etc.
6. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is there responsibility of management. Our examination was limitedto the verification of procedures on test basis.
7. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
ANNEXURE C TO THE DIRECTORS' REPORT
[Pursuant to Section 134 (3) (m) of The Companies Act 2013 read with Rule 8 (3) of TheCompanies (Accounts) Rules 2014]
(A) CONSERVATION OF ENERGY
(i) Steps Taken or Impact on Conservation of Energy:
All the production/manufacturing operations of the Company have been shut down. Thusthere has been no production activity during the year under review.
(ii) Steps taken by the Company for utilizing alternate sources of Energy: None
(iii) Capital Investment on Energy Conservation Equipments: None
(B) TECHNOLOGY ABSORPTION
(i) Efforts made towards Technology Absorption:
There were no R & D activities carried out by the Company during the year underreview.
(ii) Benefits derived like product improvement cost reduction product developmentor import substitution:
Since no R & D activities was carried out there have been no consequent benefits.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): None
(a) the details of technology imported: The Company has not imported anytechnology during the last three financial years.
(b) the year of import: Not Applicable
(c) whether the technology has been fully absorbed: Not Applicable
(d) if not fully absorbed areas where absorption has not taken place and thereasons thereof:
(iv)Expenditure incurred on Research and Development: Rs. In Lacs
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows:
Rs. in Lacs
ANNEXURE D TO THE DIRECTORS' REPORT
FORM NO. MGT.9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March2015 [Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1) of TheCompanies (Management and Administration) Rules 2014] I. Registration and OtherDetails:
II. Principal Business Activities of the Company
All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:-
HI. Particulars of Holding Subsidiary and Associate Companies: Not Applicable
IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of TotalEquity) i)_Category-wise Share Holding
(ii) Shareholding of Promoters : As above
(iii) Change in Promoters' Shareholding (please specify if there is no change) : NoChange
(iv) Shareholding Pattern of top Ten Shareholders (Other than Directors Promoters ): NIL
(v) Shareholding of Directors and Key Managerial Personnel
During the year under review Mrs. Alka Kaura was appointed as an Additional Director ofthe Company. V. Indebtedness:
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
(Rs. in Lacs)
VI. Remuneration of Directors and Key Managerial Personnel
Remuneration to Mr. Satish K Kaura:
W. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NONE