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Samtel (India) Ltd.

BSE: 500371 Sector: Engineering
NSE: SAMTELTD ISIN Code: INE538C01017
BSE 00:00 | 24 Jun Samtel (India) Ltd
NSE 05:30 | 01 Jan Samtel (India) Ltd
OPEN 1.89
PREVIOUS CLOSE 1.89
VOLUME 200
52-Week high 1.89
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.89
Buy Qty 47.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.89
CLOSE 1.89
VOLUME 200
52-Week high 1.89
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 1
Buy Price 1.89
Buy Qty 47.00
Sell Price 0.00
Sell Qty 0.00

Samtel (India) Ltd. (SAMTELTD) - Director Report

Company director report

To the Members of Samtel India Limited

Your Directors have pleasure in presenting the Thirty Nineth Annual Report on thebusiness and operations of the Company together with the audited financial results for thefinancial year ended March 31 2021.

Financial Results

(Rs in Lacs)
Particulars Financial Year 2020-21 Financial Year 2019-20
Revenue from operations (Gross) 0.00 29.99
Less : Excise Duty 0.00 0.00
Revenue from operations (Net) 0.00 29.99
Other Income 2.09 2.08
Profit/ (-) Loss before Interest Depreciation and T ax 2.09 3.30
Interest 5.29 5.59
Depreciation 0.00 0.00
Profit/(Loss) after Tax (8.27) (8.33)
Provision for Tax Nil Nil
Deferred Tax Assets Nil Nil
Profit /(Loss) for the year (8.27) (8.33)

The Company does not propose to transfer any amount to the General Reserves.

Dividend

Your Directors do not recommend any dividend for the financial year ended 2020-21.

Change in Nature of Business

There is no change in the nature of business of the Company.

Material Events Occurring after Balance Sheet Date

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of financial year to which the balancesheet relates and the date of this report.

Share Capital

The paid up Equity Share Capital as on 31st March 2021 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.

As on March 31 2021 none of the Directors of the Company except the following heldshares or convertible instruments of the Company

Name of the Director Equity Shares Held
Mr. Satish K Kaura 38067
Mrs. Alka Kaura 8273

Company Performance

During the financial year under review the Company registered Revenue / other incomeof Rs. 2.09 lakhs as against Revenue / other income of Rs. 3.30 lakhs. The Company endedthe financial year with net loss of Rs. 2.16 lakhs as against net loss of Rs. 8.33 lakhsduring the previous financial year.

As reported earlier the Company's business of supply of man power suffered a severesetback due to rapid atomization of manufacturing process by big industrial houses andclosing down of small industrial units due to lack of business and high cost ofoperations. Further the Company's efforts to enter into manufacturing activities has notyielded any positive results. Therefore to sustain and take the Company forward yourDirectors are exploring options of trading and have made a beginning in last couple ofyears. However the continuing epidemic since March 2020 has severely impacted theefforts of the Company to increase its foothold in the trading business. Your Directorsare hopeful of better business environment and liquidity so as to achieve a betterperformance during the current financial year..

Future Outlook

Considering the present market scenario in electronic industry your Directors are ofthe view that there is considerable scope in trading of electronic items. Your Directorsare hopeful that the trading activities will bring good business opportunities and betterfinancial results in the years to come.

Erosion of Net-Worth

Due to continuing losses the net-worth of the company had got completely eroded.

Subsidiary Company

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 financial year under review.

Deposits

During the financial year 2020-21 your Company has not invited or accepted anydeposits from the public and as such no amount on account of principal or interest onpublic deposits was outstanding as on the date of balance sheet.

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.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions ofthe Companies Act 2013 and Listing Obligations & Disclosure Requirements (LODR). Itestablishes various levels of accountability and overview within the Company whilevesting responsibility for each 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.

DIRECTORS

In accordance with the provisions of Section 152(6) of the Companies Act 2013 thetenure of Mr. Satish K Kaura as Managing Director of the company will expired on08.11.2021 and being eligible offers himself for re-appointment. The Board recommends hisre-appointment.

Board has recommended his re-appointment as Managing Director of the company in theBoard meeting held on 13th August 2021 for a period of further 5 years effective from09.11.2021 and the same will be recommended for the approval at the 39th Annual GeneralMeeting of the Company

The Notice convening the Annual General Meeting includes the proposal forre-appointment of Mr. Satish K Kaura (DIN 00011202) as a Managing Director without anyremuneration for a consecutive terms of 5 years effective from Nov. 9 2021 pursuant tothe provisions of Section 196 and read with Schedule V and other applicable provisions ifany of the Companies Act 2013 and the Companies (Appointment and Qualification ofDirectors) Rules 2014 and applicable provisions of SEBI (Listing Obligations andDisclosure Requirements) Rules 2015 (including any statutory modification(s) orre-enactment thereof for the time being in force).

Your Directors recommends his appointment as Managing Director of the Company for afurther period of 5 years effective from November 9 2021.

Brief resumes of Mr. Satish K Kaura have been provided as an Annexure to the Noticeconvening the Annual General Meeting.

All independent directors of your company have given declarations confirming that theymeet the criteria of independence as prescribed both under the Companies Act 2013 andSecurities and Exchange Board of India (Listing Obligations and Disclosures Requirements)Regulations 2015.

KEY MANAGERIAL PERSONNEL (‘KMP')

In terms of Section 203 of the Act the following are the KMPs of the Company:

Mr. Satish K Kaura - Managing Director Ms. Bhavika Sharma - Company Secretary Mr.Anurag Minhas- Chief Financial Officer

Mr. Anurag Minhas has been appointed as Chief Financial Officer of the company in placeof Mr. Sanjeev Sahajpal who has resigned from the post of CFO w.e.f. May 25 2021.

GOVERNANCE GUIDELINES

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.

Listing

The equity shares of your Company continues to be listed on BSE Limited. The shareprice was not quoted at the stock exchange due to penal action imposed by the BSE Limitedon account of non-compliances with regard to non payment of listing fee.

Compliance of the Secretarial Standard issued by ICSI

The Board confirms that during the period under review the Company was in compliancewith all applicable Secretarial Standards issued by the Institute of Company Secretariesof India (ICSI) as amended from time to time.

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 indepth 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 SEBI (LODR) Regulations 2015 and as per the ListingAgreement.

Independence: In accordance with the above criteria a Director will be considered asan ‘Independent Director' if he/ she meet with the criteria for ‘IndependentDirector' as laid down in the Act and SEBI (LODR) Regulations 2015 and as per the ListingAgreement.

Qualifications: A transparent Board nomination process is in place that encouragesdiversity of thought

experience knowledge perspective age and gender. It is also ensured that the Boardhas an appropriate blend of functional and industry expertise. While recommending theappointment of a Director the Nomination and Remuneration Committee considers the mannerin which the function and domain expertise of the individual will contribute to theoverall 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 Companies Act 2013 and Regulation 17(10) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has undertaken an evaluation of its own performance the performance of itsCommittees and of all the individual Directors based on various parameters relating toroles responsibilities and obligations of the Board effectiveness of its functioningcontribution of Directors at meetings and the functioning of its Committees. The Directorsexpresses their satisfaction with the evaluation process.

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.

Code of Conduct for Prevention of Insider Trading

The Company has adopted the Insider Trading Policy of the Company in accordance withthe requirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. TheInsider Trading Policy of the Company lays down guidelines and procedure to be followedand disclosure to be made while dealing with shares of the Company as well asconsequences of violation. The Policy has been formulated to regulate monitor and ensurereporting and maintain highest ethical standards of dealing in Company securities.

REMUNERATION POLICY

At present the Managing Director of the Company does not draw any remuneration. None ofthe Directors of the Company as an austerity measure receives any sitting fee or otheremoluments.

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 the

Companies Act 2013.

During the year under review the Audit Committee comprised of 3 (three) Members out ofwhich 2 (two) were Independent Directors and 1 (one) was a Non-Executive Non-IndependentDirector. During the year 4 Audit Committee Meetings were held details of which areprovided in the Corporate Governance Report.

There have been no instances during the year when recommendations of the AuditCommittee were not accepted by the Board.

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 for the financial year ended March 312020 the applicable accounting standards have been followed and that there are no materialdepartures;

(ii) that the Company has selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that period;

(iii) that the Company has taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that proper internal financial controls to be followed by the Company have been putin place and that such internal financial controls are adequate and are operatingeffectively;

(vi) that systems to ensure compliance with the provisions of all applicable laws havebeen put in place 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 has 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 formulated a Whistle Blower/Vigil Mechanism Policy to provide VigilMechanism for all concerned including Directors of the Company to report genuine concerns.The provisions of this policy are in line with the provisions of Section 179(9) of theCompanies Act 2013 and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

AUDITORS & AUDIT REPORT

M/s. R. Sharma & Associates Chartered Accountants (Regd. No. 003683) StatutoryAuditors of the Company hold office upto the conclusion of the 40th Annual GeneralMeeting who were appointed in the 35th Annual General Meeting to hold office until theconclusion of 40th Annual General meeting.

The requirement to place the matter related to appointment of Statutory Auditors forratification by members at every annual general meeting is done away with videnotification dated May 07 2018 issued by Ministry of Corporate Affairs Government ofIndia. Accordingly no resolution is proposed for ratification of appointment of StatutoryAuditors.

The observations of the Auditors and the relevant notes on the accounts areself-explanatory. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Secretarial Audit for the financialyear 2020-21 was carried out by Mr. Jatin Gupta of M/s Jatin Gupta & Associates NewDelhi a Company Secretaries in Practice. The Secretarial Audit Report is annexed as AnnexureB.

Explanations with regard to the observations/qualifications of the Auditors' are asunder :

1. The listing fee has not been paid due to the non-availability of fund with thecompany. The Company intends to approach the Stock Exchange for settlement of dues andother compliances if any once the proposed commercial/trading activities earn sufficientrevenue/profit and there is available liquidity with the company.

2. The capital reconciliation report could not be submitted for the last 3 quartersdue to non availability of beneficiary data from CDSL. Our application for change of RTAis

pending with CDSL and pending approval CDSL choose to discontinue with sharing thebeneficiary data. The matter has already been taken up with the higher authority in CDSLdirectly /through RTA. Reports will be filed once CDSL furnish the data to company.

DECLARATION UNDER SEBI (LODR) REGULATION 2015 & THE LISTING AGREEMENT

All Directors of the Company have affirmed compliance with the Code of Conduct forBoard Members and Senior Management executives for the period April 1 2020 to March 312021.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under the SEBI (LODR) Regulations 2015 & theListing Agreement with the Stock Exchange.

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 & SEBI (LODR) Regulations 2015 & the Listing Agreement formspart of the Annual Report.

STATUTORY DISCLOSURES

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 SEBI (LODR) Regulations 2015& the Listing Agreement.

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 an extract of Annual Return for the financial year endedMarch 31 2021 in MGT -9 is attached as "Annexure -" to this Report.

ACKNOWLEDGEMENT

Your Directors wish to thank all the stake holders of the Company for their continuedsupport and co-operation.

On behalf of the Board of Directors
Sd/-
Satish K Kaura
Chairman & Managing Director
New Delhi
August 13 2021

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