The Members of
SAMYAK INTERNATIONAL LIMITED
Your Directors have pleasure in presenting the 21st Boards Report of your Companytogether with the Audited Statement of Accounts and the Auditors Report of your companyfor the financial year ended 31st March 2015.
1. FINANCIAL HIGHLIGHTS
The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP). The standlone financialhighlights of your Company for the Financial Year ended March 31 2015 are summarizedbelow:
| || ||(In Rupees) |
|Particulars ||Current Year ||Previous Year |
|Sales || || |
|revenue From operations ||257769999 ||136113802 |
|Other Income ||5662940 ||2779368 |
|Total Income ||263432939 ||138893170 |
|Expenses || || |
|a. Purchase of stock in trade ||282076175 ||133159015 |
|b. Changes in inventories of finish goods work in progress and stock in trade. ||(25688532) ||(3770500) |
|c. Employee benefit expenses ||2560135 ||2561195 |
|d. Administration And Other Expense ||3198156 ||4308999 |
|e. financial cost ||203736 ||224142 |
|f. Depreciation and amortization expenses ||310819 ||310912 |
|g. Other expenditure ||65116 ||65116 |
|Total Expenses ||262725605 ||136858878 |
|Profit from Operations before Other Income ||707334 ||2034292 |
|Finance Cost and Exceptional Items || || |
|Other Income - ||- || |
|Earlier year expenses ||236299 ||0 |
|Exceptional items ||- ||- |
|Tax || || |
|Current Tax ||0 ||200000 |
|Deferred Tax ||189 ||(24527) |
|Profit/(Loss) afterTax ||470846 ||1858819 |
|Earnings per share (Rs.) : Basic ||0.07 ||0.29 |
|Earnings per share (Rs.) : Diluted ||0.07 ||0.29 |
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 2015.
3. STATE OF COMPANYS AFFAIRS
The highlights of the Companys performance are as under:
Revenue from operations increased from Rs 136113802 in the year 2013-14 toRs. 257769999 in the year 2014- 15.
Income from other operating sources is Rs. 5662940/- approximately.
Total Income of the Company was Rs. 263432939/- against Rs. 138893170/- in theprevious year.
Depreciation decreased from Rs. 310819 in the previous year to Rs. 310819 incurrent year. Pursuant to the enactment of Companies act 2013 (the Act) the company hastaken effect from April 2014 reviewed and revised the estimated useful life of its fixedassets generally in accordance with the provision of schedule II of the act. Theconsequential impact(after considering the transition provision specified in Schedule II)on the depreciation charged and on the results for the quarter is material.
Equity share capital remains unchanged at Rs. 62472000.
The Company has earned a Profit after tax of Rs. 470846/- compared to Rs.1858819/- in the previous year.
Basic & diluted Earnings per share (EPS) is Rs.0.07 per share same asprevious year
4. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report as required under the Listing agreementwith the Stock Exchanges is enclosed as 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 Clause 49 of the listing agreement formspart of this Report. The requisite certificate from the Statutory Auditors of the CompanyBharat Neema & Co. Chartered Accountants confirming compliance with the conditionsof corporate governance as stipulated under the aforesaid Clause 49 is attached toCorporate Governance 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 AnnexureIII.
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 2015 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 policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2015 and of the profit ofthe Company for the year ended on that date;
c) The Directors 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;
d) The Directors have prepared the annual accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
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 Companys internal financial controls were adequate and effective during thefinancial year 2014-15.
|S.No. ||Director Name ||DIN ||Designation |
|1. ||Sudhir Jain ||00046442 ||Managing Director |
|2. ||Shantilal Jain ||00469834 ||Whole time Director |
|3. ||Anish Vaid ||02444114 ||Director |
|4. ||Mahesh Agrawal ||03518981 ||Director |
|5. ||Sunil Kumar Mittal ||05151867 ||Director |
11. KEY MANAGERIAL PERSON
|S.No. ||Director Name ||DIN / PAN ||Designation |
|1. ||Sudhir Jain ||00046442 ||Managing Director |
|2. ||Shantilal Jain* ||00469834 ||Whole-time director |
|3. ||Sunit Jain* ||ALTPJ9252F ||Chief Financial Officer |
|4. ||Devendra Singh Kushwah* ||CEYPK1846J ||Company secretary |
*Mr. Sunit Jain is appointed as the Chief Financial Officer of the company with effectfrom 20th March 2015 subject to approval of Shareholders in the upcoming Annual GeneralMeeting of the company.
*Mr. Devendra Singh Kushwah is appointed as company secretary of the company witheffect from 20th March 2015 by passing board resolution.
*Mr. Shantilal Jain is appointed as the whole-time Director of the company with effectfrom 20th March 2015.
The information pursuant to Section 197(2) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014has forms the part of Boards Report.
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 meets thecriteria of independence as provided under section 149(6) of the Companies Act 2013 havebeen received by the Company.
13. MEETINGS OFTHE BOARD OF DIRECTORS
|S.N. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1. ||30/05/2014 ||5 ||5 |
|2. ||13/08/2014 ||5 ||5 |
|3. ||13/11/2014 ||5 ||5 |
|4. ||13/02/2015 ||5 ||5 |
|5. ||20/03/2015 ||5 ||5 |
14. 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 Clause 49 of the Listing Agreements (Clause 49).
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 the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings. In addition the Chairman was also evaluated on the key aspects of his role.
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 thereunderBharat Neema & Co. Chartered Accountants (CA Bharat Neema Membership No. 074810)were appointed as statutory auditors of the Company from the conclusion of the currentyear Annual General Meeting (AGM) of the Company held on 30th September 2014 till theconclusion of the twenty third AGM to be held in the year 2017 subject to ratification oftheir appointment at every AGM.
16. AUDITORS REPORT
The Board has appointed Bharat Neema & Co. Chartered Accountants to conduct theStatutory Audit for the year 2014-15. 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 AuditorsReport for the financial year ended 31st March 2015 is annexed herewith for your kindperusal and information.
17. SECRETARIAL AUDITORS REPORT
The Board has appointed M/s Priyanka Jain & Co Practising to conduct SecretarialAudit for the financial year 2014-15. The Secretarial Audit Report for the financial yearended March 31 2015 is annexed herewith marked as Annexure IV to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
18. NOMINATION AND REMUNERATION COMMITTEE
The Companys Policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013 has alsobeen disclosed in Corporate Governance Report which form part of Board Director as AnnexureV.
19. SHAREHOLDERS GRIEVANCES COMMITTEE
|S. No. ||Name ||Designation |
|1. ||Mr. Anish Vaid ||Chairman |
|2. ||Mr. Shantilal Jain ||Member |
|3. ||Mr. Mahesh Agrawal ||Member |
20. AUDIT COMMITTEE
|S. No. ||Name ||Designation in Committee |
|1. ||Mr. Anish Vaid(Chairman) ||Non-Executive & Independent Director |
|2. ||Mr. Mahesh Agrawal ||Non-Executive & Independent Director |
|3. ||Mr. Shantilal Jain ||Executive Director |
22. SUBSIDIARIES JOINTVENTURES AND ASSOCIATE COMPANIES
The detail of Subsidiary Company is as follow:
|Name ||CIN ||% of Holding |
|Alpha Tar Industries Pvt. Ltd. ||U24200MP1996PTC011003 ||99.60% (49800SHARES) |
1. LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note 4 and 12 of the Notes to the financialstatements.
23. DISCLOSURE REQUIREMENTS
As per Clause 49 of the listing agreements entered into with the stock exchangescorporate governance report with auditors certificate thereon and management discussionand analysis are attached which form part of this report.
As per Clause 55 of the listing agreements entered into with the stock exchanges abusiness responsibility report is attached and forms part of this annual report.
Details of the familiarization programme of the independent directors are available onthe 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 revised Clause 49 of the Listing Agreements with stock exchanges (URL:www.samyakintl.com)
24. CODE OF CONDUCT
A declaration signed by the Chairman & managing Director affirming compliance withthe Companys Code of Conduct by the Directors and Senior Management for the Financial Year2014-15 as required under Clause 49 of the Equity Listing Agreement with Stock Exchangesis included in the Corporate Governance Report which forms part of Corporate Governancereport.
25. RELATED PARTY TRANSACTIONS
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in AnnexureVIIin Form AOC-2 and the same forms part of this report.
26. CONSERVATION OF ENERGYTECHNOLOGY 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.
27. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were foreign exchange earnings - NIL and outgo USD : 617476 during the year underreview.
28. 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 2015Your Company has not transferred anyamount to General Reserve out of profits available for appropriation.
c) The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
d) The Company has not accepted any deposits from public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe 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.
| ||FOR & ON BEHALF OFTHE BOARD OF |
| ||DIRECTORS |
| ||SAMYAK INTERNATIONAL LIMITED |
| ||SUDHIR JAIN |
|DATE: Mumbai ||(00046442) |
|PLACE: 2nd September 2015 ||(MANAGING DIRECTOR) |
| ||SUNIT JAIN |
| ||(CHIEF FINANCIAL OFFICER) |
| ||DEVENDRA SINGH KUSHWAH |
| ||(COMPNAY SECRETARY) |