The Members of
SAMYAK INTERNATIONAL LIMITED
Your Directors have pleasure in presenting the 23rd Board's Report of yourCompany together with the Audited Statement of Accounts and the Auditors' Report of yourcompany for the financial year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS
The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP). The consolidatedfinancial highlights of your Company for the Financial Year ended March 31 2017 aresummarized below:
|Particulars ||Standalone ||Consolidated |
| ||2016-2017 ||2015-2016 ||2016-2017 ||2015-2016 |
|Sales/ Revenue From operations ||348120794 ||275789155 ||411917015 ||340708566 |
|Other Income ||1004322 ||2973357 ||1004902 ||2974952 |
|Total Income ||349125116 ||278762512 ||412921917 ||343683518 |
|Expenses || || || || |
|a. Purchase of stock in trade ||355410277 ||253055278 ||443477675 ||315094926 |
|b. Changes in inventories of finish goods work in progress and stock in trade. ||(17470259) ||15193923 ||(48365659) ||12330695 |
|c. Employee benefit expenses ||3209488 ||2877579 ||5358739 ||4572489 |
|d. Depreciation and amortization expenses ||560260 ||560260 ||1526717 ||1492463 |
|e. Other expenditure ||3737249 ||3838640 ||6639396 ||6355127 |
|Total Expenses ||345447015 ||275525679 ||408636868 ||339845699 |
|Profit and Loss before tax ||3678101 ||3236833 ||4285049 ||3837819 |
|Earlier year expenses ||114978 ||- ||169768 ||- |
|Tax || || || || |
|Current Tax ||1000000 ||900000 ||1100000 ||1000000 |
|Deferred Tax ||17140 ||18325 ||58113 ||66299 |
|Profit after Tax ||2545983 ||2318508 ||2957168 ||2771520 |
|Earnings per share (Rs.) Basic ||0.40 ||0.37 ||0.37 ||0.44 |
Your Directors have considered it financially prudent in the long-term interests of theCompany to reinvest the profits into the business of the Company to build a strong reservebase and grow the business of the Company. No final dividend has therefore beenrecommended for the year ended March 31 2017.
3. STATE OF COMPANY'S AFFAIRS
The highlights of the Company's performance are as under: -
Revenue from operations increased from Rs 275789155/- in the year 2015-16 toRs. 348120794/-in the year 2016-17 while on consolidated basis it increased from Rs.340708566/- in the year 2015-16 to Rs. 411917015/- in the year 2016-17.
Income from other operating sources as per standalone statement is Rs.1004322/-& as per consolidated statement is Rs. 2974952/-.
Total Income of the Company was Rs.349125116/- against Rs.278762512/-in the previous year & as per consolidated statement it increasedto Rs. 412921971/-fromRs. 343683518/-in the previous year.
Equity share capital remains unchanged at Rs. 6 24 72 000.
The Company has earned a Profit after tax of Rs.2545983/-compared toRs.2318508/- in the previous year.
Basic & diluted Earnings per share (EPS) is Rs.0.07 per share same ascompared to 0.07 in the previous year
4. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report as required under the Listing Obligations& Disclosure requirements Regulations act 2015 with the Stock Exchanges is enclosedas Annexure I.
5. CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. TheCorporate Governance Report as stipulated under Regulation 34(3) of the ListingObligation and Disclosure Requirements Regulations Act 2015 forms part of this Report.The requisite certificate from the Statutory Auditors of the Company Bharat Neema&Co. Chartered Accountants confirming compliance with the conditions of corporategovernance as stipulated under the aforesaid Regulation is attached to CorporateGovernance Report as Annexure II.
6. ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013in Form MGT-9 is annexed herewith for your kind perusal and information as Annexure III.
7. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that: a) In the preparation of the annualaccounts for the year ended March 31 2017 the applicable accounting standards read withrequirements set out under Schedule III to the Act have been followed and there are nomaterial departures from the same; b) The Directors have selected such accounting policiesand applied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as atMarch 31 2017 and of the profit of the Company for the year ended on that date; c) TheDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; d) The Directorshave prepared the annual accounts on a going concern' basis; e) The directors inthe case of a listed company had laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively. f) The Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively
8. CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statementsread with AS-23 on Accounting for Investments in Associates and AS-27 on FinancialReporting of Interests in Joint Ventures the audited consolidated financial statement isprovided in the Annual Report.
9. INTERNAL FINANCIAL CONTROL
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2016-17.
10. DIRECTORS AND KEY MANAGERIAL PERSON
|S.No. ||Director Name ||DIN / PAN ||Designation |
|1. ||Sudhir Jain ||00046442 ||Managing Director |
|2. ||Shantilal Jain ||00469834 ||Whole time Director |
|3. ||Anish Vaid ||02444114 ||Director |
|4. ||Sunil Kumar Mittal ||05151867 ||Director |
|5. ||Neha Nahar* ||07493030 ||Director |
|6. ||Krishna Kant Shah* ||07409750 ||Director |
|7. ||Sunit Jain ||ALTPJ9252F ||Chief Financial Officer |
*Ms.NehaNahar was regularize as the Director of the company with effect from 30thSeptember2016. *Mr.Krishna Kant Shah was regularize as the Director of the company with effect from30th September 2016 *Mr. Devendra Singh Kushwah has resigned from the post ofCompany Secretary with effect from 19th December 2016
11. MEETINGS OF THE BOARD OF DIRECTORS
The following Meetings of the Board of Directors were held during the Financial Year2016-17:
|SN ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1. ||30/05/2016 ||6 ||4 |
|2. ||13/08/2016 ||6 ||4 |
|3. ||02/09/2016 ||6 ||4 |
|4. ||14/11/2016 ||6 ||6 |
|5. ||17/02/2017 ||6 ||6 |
12. DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013 havebeen attached as Annexure IV.
13. BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India("SEBI") under Regulation 4 of Listing Obligation & Disclosure RegulationsAct 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee ("NRC") reviewed the performance of the individual directors on thebasis of the criteria such as the contribution of the individual director to the Board andcommittee meetings. In addition the Chairman was also evaluated on the key aspects of hisrole.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderthe appointment of Bharat Neema& Co. Chartered Accountants (CA Bharat Neema MembershipNo. 074810) were ratified as statutory auditors of the Company from the conclusion of theAnnual General Meeting (AGM) of the Company held on 30th September 2016 till theconclusion of the AGM to be held in the year 2017.
15. AUDITORS' REPORT
The Board has appointed Bharat Neema& Co. Chartered Accountants to conduct theStatutory Audit for the year 2016-17. There are no qualifications or adverse remarks inthe Auditors' Report which require any clarification/ explanation. The Notes on financialstatements are self-explanatory and needs no further explanation. Further the Auditors'Report for the financial year ended 31st March 2017 is annexed herewith foryour kind perusal and information.
16. SECRETARIAL AUDITOR'S REPORT
The Board has appointed M/s Priyanka Jain & Co Practising to conduct SecretarialAudit for the financial year 2016-17. The Secretarial Audit Report for the financial yearended March 31 2017 is annexed herewith marked as Annexure V to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
17. NOMINATION AND REMUNERATION COMMITTEE
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 hasalso been disclosed in Corporate Governance Report which form part of Board Director as AnnexureVI.
18. SHAREHOLDERS' GRIEVANCES COMMITTEE
|S. No. ||Name ||Designation in Committee |
|1. ||Mr. Anish Vaid ||Chairman |
|2. ||Mr. Shantilal Jain ||Member |
|3. ||Mr. Sunil Kumar Mittal ||Member |
19. AUDIT COMMITTEE
|S. No. ||Name ||Designation in Committee |
|1. ||Mr. Anish Vaid(Chairman) ||Non-Executive & Independent Director |
|2. ||Mr. Sunil Kumar Mittal ||Non-Executive & Independent Director |
|3. ||Mr. Shantilal Jain ||Executive Director |
20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES- ANNEXURE VII
The detail of Subsidiary Company is as follow:
|Name ||CIN ||% of Holding |
|Alpha Tar Industries Pvt. Ltd. ||U24200MP1996PTC011003 ||99.60% (49800SHARES) |
21. LOANS GUARANTEES AND INVESTMENTS
Details of Loans Guarantee and Investments covered under the provision of Section 186of the Companies Act2013 are given in the Notes to the Financial Statement.
22. DISCLOSURE REQUIREMENTS
As per Regulation 34 ofListing Obligation and Disclosure Requirements RegulationsAct 2015 entered into with the stock exchanges corporate governance report withauditors' certificate thereon and management discussion and analysis are attached whichform part of this report.
Details of the familiarization programme of the independent directors are availableon the website of the Company (URL: www.samyakintl.com).
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the Regulation 22ofListing Obligation and Disclosure Requirements Regulations Act2015 with stock exchanges (URL: www.samyakintl.com)
As per Regulation 15 of chapter IV ofListing Obligation and Disclosure RequirementsRegulations Act 2015 the compliance with the corporate governance provisions as specifiedin regulation 1718192021222324252627 and clause (b) to (i) of sub regulation (2)of regulation 46 and para C D& E of Schedule V does not apply to our company.
23. CODE OF CONDUCT
A declaration signed by the Chairman & managing Director affirming compliance withthe Company's Code of Conduct by the Directors and Senior Management for the FinancialYear 2016-17 as required under Regulation 34 ofListing Obligation and DisclosureRequirements Regulations Act 2015 with Stock Exchanges is included in the CorporateGovernance Report which forms part of Corporate Governance report.
24. RELATED PARTY TRANSACTIONS
The details of the transactions with related parties falls under the scope of Section188(1) of the Act. Information on transactions with related parties pursuantto Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure VIII in Form AOC-2 and the same forms part of this report.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
26. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were foreign exchange earnings USD: 17946 and Outgo USD: 141640 during the yearunder review.
27. RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the risk assessmentand minimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of a properly defined framework.
Yours Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:a) No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report. b) For the financial year ended 31st March 2017Your Companyhas not transferred any amount to General Reserve out of profits available forappropriation. c) The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable. d) The Company hasnot accepted any deposits from public and as such no amount on account of principal orinterest on deposits from public was outstanding as on the date of the balance sheet.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.
| || ||//BY ORDER OF THE BOARD\\ |
| || ||FOR SAMYAK INTERNATIONAL LIMITED |
| || ||[CIN: L67120MH1994PLC225907] |
| ||SUDHIR JAIN ||SHANTILAL JAIN |
|PLACE: MUMBAI ||(DIN:00046442) ||(DIN: 00469834) |
|DATE: 30thMay 2017 ||MANAGING DIRECTOR ||WHOLE TIME DIRECTOR |