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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 1.80
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 1.80
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

The Directors hereby present their Thirty Seventh Annual Report on the business andoperations of the Company and the audited financial statements for the year ended 31stMarch 2019.

FINANCIAL RESULTS

(Rs in Lacs)
Particulars Financial Year 2018-19 Financial Year 2017-18
Revenue from operations (Gross) 0.00 0.00
Less: Excise Duty 0.00 0.00
Revenue from operations (Net) 0.00 0.00
Other Income 9.61 210.86
Profit/ (-) Loss before Interest Depreciation and Tax 9.61 210.86
Interest 5.53 5.67
Depreciation 0.00 0.00
Profit/(Loss) after Tax (28.22) 12212
Provision for Tax Nil Nil
Deferred Tax Assets Nil Nil
Profit /(Loss) for the year (28.22)

n2\2

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 2018-19.

CHANGE IN NATURE OF BUSINESS

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

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2019 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 2019 none of the Directors of the Company except the following heldshares or convertible instruments of the Company

Mr. Satish K Kaura 38067
Mrs. Alka Kaura 8273

COMPANY PERFORMANCE

During the financial year under review the Company registered Revenue/other income ofRs. 9.61 lacs as against Revenue/other income of Rs 210.B6 lacs during the previousfinancial year. The Company ended the financial year with net loss of Rs. 28.22 lacs asagainst net profit of Rs. 122.12 lacs during the previous financial year.

Rapid atomization of manufacturing process by big industrial houses and closing down ofsmall industrial units due to lack of business and high cost of operations have impactedthe man power supply industry adversely. Thus despite its best efforts during the lastcouple of years your Company could not establish itself as a lead player in this businesssegment and was forced to shelve all its further efforts in this regard.

Further the Company's efforts to enter into trading activities have also not shown anysignificant improvements. However your Directors are quite hopeful of noticeabledevelopment in the business and revenues of the Company during the current financial year.

FUTURE OUTLOOK

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 havetaken steps/initiatives to start trading activities of different products moreparticularly of electronic items. Your Directors are hopeful that the trading activitieswill commence during the current financial year and it will be beneficial to the overallinterest of the Company.

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 year under review.

FIXED DEPOSITS

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.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisionsof the Companies Act 2013 and Listing Obligations & Disclosure Requirements(LODR). It establishes various levels of accountability and overview within the Companywhile vesting 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

Mr. Om Wadhwa Non-Executive Independent Director of the Company ceased to be Directorw.e.f. 29th December 2018 due to his death. The Directors place on record their deepappreciation for his valuable guidance and assistance received during the tenure as aDirector and Member/Chairman of various committee of the Directors of the Company.

In accordance with the provisions of Section 152(6) ofthe Companies Act 2013 Mr UdaySethi Director (DIN 06944469) is liable to retire by rotation at the 37!hAnnual General Meeting ofthe Company and being ligible offer himself for re-appointment.

During the year under review Mr. Rajesh Bhalla was inducted on the Board oftheCompany. Mr. Bhaila was co-opted as an Additional Director of the Company w.e.f March 252019.

His term of office as a non executive independent Director will come to an end at theensuing Annual General Meeting. Pursuant Section 161 of the Companies Act 2013 theCompany has received notice in writing from a member proposing his candidature for theOffice of Director ofthe Company liable to retire by rotation. Your Directors recommendhis appointment to the members of the Company.

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 (‘ICMP')

The Board on the recommendation of the NRC appointed Mr. Sanjeev Sahajpal as theChief Financial Officer and Mr. Bhavika Sharma as the Company Secretary and ComplianceOfficer with effect from 28th May 2019 and 3ul May 2019respectively.

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

Mr. Satish K Laura - Managing Director

Mr. Sanjeev Sahajpal - Chief Financial Officer

Ms. Bhavika Sharma - Company Secretary

GOVERNANCE GUIDELINES

The Company has adopted Governance Guidelines on Board Effectiveness. The GovernanceGuidelines cover aspects related to composition and role ofthe Board Chairman andDirectors Board diversity definition of independence Director term retirement age andCommittees of the Board It also covers aspects reiating 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 ‘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 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 wifi 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 2015 the Board has carried out an annual evaluation of its ownperformance performance of the Directors as well as the evaluation of the working of itsCommittees.

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.

REMUNERATION POLICY

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 times.

The intervening gap between the Meetings was within the period prescribed under theCompanies 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 detaiis 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 March312019 the applicable accounting standards have been followed and that there are nomaterial departures;

(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 ofthe 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 ofthe Companies Act 2013for safeguarding the assets ofthe Company and for preventing and detecting fraud and otherirregularities;

(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 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 ofthe Company and its futureoperations.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) ofthe Act a vigil mechanism has been established forDirectors and employees to report to the management instances of unethical behaviouractual or suspected fraud or violation of the Company's code of conduct or ethics policy.

AUDITORS & AUDIT REPORT

The Members of the Company in the last Annual General Meeting held on 29tbSeptember 2018 have approved the appointment of M/s R Sharma & Associates CharteredAccountant New Delhi (Regd No. 003683) as the Statutory Auditors of the Company in termsof the provisions of Section 139 & 141 of the Companies Act 2013.

M/s. R Sharma & Associates have been appointed as Statutory Auditors of the Companyfor a consecutive term of 5 years till the conclusion of 40tl5 Annual GeneralMeeting. Thus there will be no change in the status/position of the Statutory Auditors.

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) 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.

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 Mr. Jatin Gupta of M/s Jatin Gupta & Associates New Delhi a CompanySecretaries in Practice to undertake the Secretarial Audit of the Company for the yearended 31st March 2019. The Secretarial Audit 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 during the year justifying appointmentof CFO and Whole Time Company Secretary however the company has been scouting the marketfor an qualified company secretary & chartered accountant to be appointed as CS &CFO of the company. Subsequently the company has appointed Key Managerial Person asmandated under section 205 of the companies act 2013 the Company has complied with theconditions of Corporate Governance in the above mentioned SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (LODR)/the Listing Agreement.

2. The loans are front related parties and the company is expecting to repay the loanStatutory dues Listing fee etc. once the commercial activities commence once again.

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 2018 to March312019.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions ofCorporate Governance as prescribed under die 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.

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 the extract of Annual Return in form MGT.9 is annexed asAnnexure D.

ACKNOWLEDGEMENT

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
New Delhi Chairman & Managing Director
August 13 2019