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 2017.
(Rs in Lacs)
|Particulars ||Financial Year 2016-17 ||Financial Year 2015-16 |
|Revenue from operations (Gross) ||Nil ||Nil |
|Less : Excise Duty ||Nil ||Nil |
|Revenue from operations (Net) ||Nil ||Nil |
|Other Income ||6.34 ||19.98 |
|Profit/ (-) Loss before Interest Depreciation and Tax ||(6.56) ||2.13 |
|Interest ||9.50 ||1175~1 |
|Depreciation ||0.00 ||0.08 |
|Profit/(Loss) after Tax ||(16.06) ||(10.11) |
|Provision for Tax ||Nil ||Nil |
|Deferred Tax Assets ||Nil ||Nil |
|Profit for the year ||(16.07) ||(10.11) |
|Balance of Profit/(Loss) brought forward from Previous Year ||(1624.32) ||(1614.21) |
|Appropriations || || |
|Transfer to General Reserve ||(16.07) ||(10.11) |
|Balance ProfiE(-) Loss carried forward to Balance Sheet ||(1640.39) ||(1624.32) |
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 2016-17.
The paid up Equity Share Capital as on 31st March 2017 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 the Directors' Report.
During the financial year under review the Company registered Revenue / other incomeof Rs. 6.34 lacs as against Revenue / other income of Rs. 19.98 lacs during the previousfinancial year. The Company ended the financial year with net loss of Rs. 16.07 lacs asagainst net loss of Rs. 10.11 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 the Company to overcome the competition fromestablished player and thus the new business activity of the Company failed to take offdespite 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 tire net-worth of the company had got completely eroded.
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 basts 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 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
from unauthorized use.
Appointment & Re-appointment of Directors
In accordance with the provisions of Section 152(6) of the Companies Act 2013 Mr. UdaySethi Director (DIN 06944469) and Mrs. Aika Kaura Director (DIN 00687365) are liable toretire by rotation at the 35ib Annual General Meeting of the Company and beingeligible offer himself for re-appointment.
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 SEB1 (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 meets with the criteria for IndependentDirector1 as laid down in the Act and SEBI (LODR) Regulations 2015 and as perthe 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 as per the Listing Agreement & SEBI(LODR) Regulations 2035 the Board has earned out an annual evaluation of its ownperformance performance of the Directors as well as the evaluation of the working of itsCommittees.
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 earned 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 RemunerationComrnittee also reviewed the performance of the Board its Committees and of theDirectors.
At present the Managing Director of the Company does not receive any remuneration.
BOARD AND COMMITTEE MEETINGS
During the year under review the Directors of the Company met 5 limes.
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 and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theloss of the 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 die 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 behavior 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 completes the approved tenure as Statutory Auditors of the Company and as suchare not eligible for re-appointment in terms of the provisions of Section 139 of theCompanies Act 2013.
The Company has received a letter from M/s R Shanna & Associates CharteredAccountant New Delhi (Regd. No. 003683) to the effect that their appointment if madewould be within the prescribed limit under Section 139 & 141 of the Companies Act2013. The Board of directors recommends the appointment of M/s R Sharma & AssociatesChartered Accountant New Delhi (Regd. No. 003683) as Statutory Auditors of the company inplace of M/s. S.S.Kothari Mehta & Co. Chartered Accountants New Delhi for a periodof 5 years from the conclusion of the ensuing Annual General Meeting for your approval.
The observations of the Auditors and the relevant notes on the accounts areself-explanatory. Further explanations with regard to the observations/qualifi cat ionsof the Auditors' are as under:
As such there is no fund generation in the Company lire statutory payments will becleared on availability of the funds with the Company.
Pursuant to the provisions of Section 204 of tire Act and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Board of Directors of theCompany had appointed Mr. Arunesh Dubey of M/s Arunesh Dubey & Co. a CompanySecretaries in Practice to undertake the Secretarial Audit of the Company for the yearended 31 st March 2017. The Secretarial Audit Report is annexed as Annexure B.
Tire 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 CF'O of the company. Company expects to complywith the provisions of Companies Act 2013 expeditiously.
2. All compliances towards listing agreement barring payment of listing fee have beenmade.
3. The web site of the company is www.samtel2ro11p.com
DECLARATION UNDER SEBI (LOPR) 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 12016 to March 312018.
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 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 & SEBI (LODR) Regulations 2015 & the Listing Agreement formspart 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 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 Annexurc 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.
| ||On behalf of the Board of Directors |
| ||Sd |
| ||Satish K Kaura |
| ||Chairman & Managing Director |
|New Delhi || |
|August 14th 2017 || |