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Samyak International Ltd.

BSE: 530025 Sector: Others
NSE: N.A. ISIN Code: INE607G01011
BSE 00:00 | 27 Feb 11.42 0
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NSE 05:30 | 01 Jan Samyak International Ltd
OPEN 11.42
PREVIOUS CLOSE 11.42
VOLUME 200
52-Week high 13.50
52-Week low 11.42
P/E 40.79
Mkt Cap.(Rs cr) 7
Buy Price 12.81
Buy Qty 120.00
Sell Price 12.60
Sell Qty 240.00
OPEN 11.42
CLOSE 11.42
VOLUME 200
52-Week high 13.50
52-Week low 11.42
P/E 40.79
Mkt Cap.(Rs cr) 7
Buy Price 12.81
Buy Qty 120.00
Sell Price 12.60
Sell Qty 240.00

Samyak International Ltd. (SAMYAKINTERNATI) - Director Report

Company director report

To

The Members of

SAMYAK INTERNATIONAL LIMITED

YourDirectorshavepleasureinpresentingthe25th Annual Report of your Company togetherwith the Audited Statement of Accounts and the Auditors’ Report of your company forthe financial year ended 31st March 2019.

1. FINANCIALHIGHLIGHTS

The financial statements of the Company have been prepared in accordance with theGenerally Accepted Accounting Principles in India (Indian GAAP). The standalone &consolidated financial highlights of your Company for the Financial Year ended March 31st2019 are summarized below:

(In Rupees)

Particulars Standalone Consolidated
2018-19 2017-2018 2018-19 2017-2018
Sales/ Revenue From operations 197148122 301135042 436866266 489126144
Other Income 2308964 2171312 2365464 2171312
Total Income 199457086 303306354 439231730 491297456
Expenses:
186795962 255068043 391235623 427717339
a. Purchase of stock in trade
b. Changes in inventories of finish goods work in progress and stock in trade. 1466548 36489597 -11004119 43253651
c. Employee benefit expenses 4543026 3425781 15647491 6788918
d. Depreciation and amortization expenses 735063 560260 22791986 1526028
e. Other expenditure 2347222 3786996 17407992 5470975
f. Finance Costs 728465 967333 4082237 2083811
Total Expenses 196616287 300298010 440161210 486840723
Profit and Loss before tax 1584356 2943228 -2202123 4375033
Tax
Current Tax 650000 500000 900000 800000
Deferred Tax 48043 (47518) (8026) (42543)
Profit after Tax 886313 2490746 -3094097 3617576
Earnings per share (Rs.) Basic 49.19 0.43 48.55 0.61

2. DIVIDEND

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 dividend has therefore been recommended forthe year ended March 31 2019.

3. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2019 was Rs. 62472000 dividedinto 6247200 shares of Rs. 10/- each. During the year under review the Company has notissued shares with differential voting rights nor granted stock options nor sweat equity.

4. RESERVES & SURPLUS

No amount is transferred to General Reserve of the company as on 31st March 2019.

5. FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year under reviewpursuant to the provisions of Section 73 of the Companies Act 2013 & the DepositRules made there under.

6. MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY:

During the financial year the Company has invested in Keti Highway Developers PrivateLimited through resolution plan as approved by National Company Law Tribunal Ahmedabadbench. The Keti Highway Developers Private Limited becomes wholly owned subsidiary

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Schedule V (B) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this Report (Annexure-I).

8. 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)InthepreparationoftheannualaccountsfortheyearendedMarch312019theapplicableaccountingstandards read with requirements set out under Schedule III to the Act have been followedand there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgmentsandestimatesthatarereasonableandprudentsoastogiveatrueandfairviewofthestate of affairs of the Company as at March 31 2019 and of the profit of the Company forthe 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.

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.

9. 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.

10. 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 2018-19.

11. DIRECTORS

S. No. Director Name DIN / PAN Designation
1. Shri Sudhir Jain* 00046442 Managing Director
2. Shri. Shantilal Jain 00469834 Whole time Director
3. Shri. Anish Vaid 02444114 Independent Director
4. Shri. Sunil Kumar Mittal 05151867 Independent Director
5. Ms. Neha Jain** 07493030 Independent Director
6. Ms. Anjali Jain 07757314 Independent Director

* Shri. Sudhir Jain has vacated his office as the Managing Director of the company witheffect from 01st November 2018 and Shri Sunit Jain was appointed as Managing Director ofthe company with effect from 10th April 2019.

** Ms. Neha Jain has appointed as Chief Financial Officer of the company with effectfrom 10th April 2019.

12. KEY MANAGERIAL PERSONNEL

The following employees were designated as whole-time key managerial personnel asrequired under section 203 of the Companies Act 2013 by the Board of Directors during theyear under review:

1. Shri. Sudhir Jain Managing Director*

2. Shri. Sunit Jain Chief Financial Officer**

3. Shri. Shantilal Jain Whole Time Director

4. Shri Manish Joshi Company Secretary & Compliance Officer***

* Shri. Sudhir Jain has vacated his office as the Managing Director of the company witheffect from 01st November 2018 and Shri Sunit Jain was appointed as Managing Director ofthe company with effect from 10th April 2019. ** Shri. Sunit Jain has resigned as theChief Financial Officer of the company with effect from 10th April 2019 and appointed asManaging Director of the company with effect from 10th April 2019. *** Shri. Manish Joshihas resigned as the Company Secretary of the company with effect from 22nd March 2019.

13. MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year2018-19:

S.N Date of Meeting Board Strength No. of Directors Present
1. 30/05/2018 6 6
2. 14/08/2018 6 6
3. 14/11/2018 6 5
4. 14/02/2019 6 5

14. 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.

15. 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 inputsfrom all the directors on the basis of the criteria such as the Board composition andstructure effectiveness 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.

16. AUDITORS & AUDITORS’ REPORT

The Company has appointed M/s. S N Kabra & Company CharteredAccountants Indore as Statutory Auditors of the Company and they have also consented forcarrying out the Statutory Audit of the Company. The Board has recommended appointment ofM/s. S N Kabra & Company Chartered Accountants Indore as Statutory Auditors of theCompany for carrying out the Statutory Audit of the Company for the Term of 5 (Five) yearsfrom the Financial Year 2018-2019 to 2022-2023. The Company has received a certificatefrom them to the effect that their appointment as Statutory Auditors of the Company ifmade would be within the limit prescribed u/s 139 & 141 of the Companies Act 2013& also received a peer review certificate issued by the ICAI ‘Peer ReviewBoard’ as required under the provisions of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. There have been no instances of fraud reportedby the Statutory Auditors under Section 143(12) of the Act and Rules framed there undereither to the Company or to the Central Government. The notes on accounts referred to andthe Auditors’ Report are self explanatory and therefore do not call for anyexplanatory note.

17. SECRETARIAL AUDITOR’S REPORT

The Board has appointed M/s Ritesh Gupta & Co Practicing Company Secretary toconduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report forthe financial year ended March 31 2019 is annexed herewith marked as Annexure V tothis Report. The Secretarial Audit Report contains any qualification reservation oradverse remark except that there is no 100% of holding of promoters in Demat form. We liketo inform you that company is in the process of converting shares in demat form andnecessary step has been taken by the Company.

18. COMMITTEES OF THE BOARD

The Company has following Three Committees as follows:-

(a) Audit Committee: The Company has constituted Audit Committee as per section 177of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Audit Committee comprises of the followingDirectors of the Company as on 31st March 2019.

Name of director Nature of Directorship Designation in the Committee
Shri Anish Vaid Non-Executive & Independent Director Chairman
Shri Sunil Kumar Mittal Non-Executive & Independent Director Member
Shri Shantilal Jain Whole Time Director Member

(b) Nomination and Remuneration Committee: The Company has constituted a Nominationand Remuneration Committee in accordance section 178 of the Companies Act 2013. TheNomination and Remuneration Committee comprises of the following Directors of the Companyas on 31st March 2019.

Name of director Nature of Directorship Designation in the Committee
Shri Anish Vaid Non-Executive & Independent Director Chairman
Shri Sunil Kumar Mittal Non-Executive & Independent Director Member
Ms. Neha Jain Non-Executive & Independent Director Member

The Policy of the Company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under section 178(3) is annexed with the Report as "AnnexureVI".

(c) Stakeholders’ Relationship Committee

The Company has constituted a shareholder/investors grievance committee ("StakeholdersRelationship Committee") to redress complaints of the shareholders. TheStakeholders’ Relationship Committee comprises the following Directors as on 31stMarch 2019:

Name of director Nature of Directorship Designation in the Committee
Shri Anish Vaid Non-Executive & Independent Director Chairman
Shri Sunil Kumar Mittal Non-Executive & Independent Director Member
Shri Shantilal Jain Whole Time Director Member

19. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The detail of Subsidiary Company is as follow:

Name CIN % of Holding
Alpha Tar Industries Pvt. Ltd. U24200MP1996PTC011003 99.60% (49800 SHARES)
Keti Highway Developers U45203MP2007PTC019487 99.99%(6000000 SHARES)
Private Limited

20. LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantee and Investments covered under the provision of Section 186of the Companies Act 2013 are given in the Notes to the Financial Statement.

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return under section 92(3) of theCompanies Act 2013 in form MGT-9 is annexed herewith as "Annexure-III"

22. DISCLOSURE REQUIREMENTS

As per Regulation 34 of Listing Obligation and Disclosure Requirements Regulations2015 entered into with the stock exchanges corporate governance report withauditors’ certificate thereon and management discussion and analysis are attachedwhich form part of this report. Details of the familiarization programme of theindependent directors are available on the website of the Company web link-http://www.samyakinternational.in/images/Policies-and-Programme/Familiarisation-programme-for-id.pdfThe 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 22 of Listing Obligation and Disclosure Requirements Regulations Act2015 with stock exchanges Web Link-http://www.samyakinternational.in/images/Policies-and-Programme/Vigil-Mechanism.pdf As perRegulation 15 of chapter IV of Listing Obligation and Disclosure Requirements RegulationsAct 2015 the compliance with the corporate governance provisions as specified inregulation 1718192021222324252627 and clause (b) to (i) of sub regulation (2) ofregulation 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 theFinancial Year 2018-19 as required under Regulation 34 of Listing Obligation andDisclosure Requirements Regulations Act 2015 with Stock Exchanges is included in theCorporate Governance Report which forms part of Corporate Governance report.

24. RELATED PARTY TRANSACTIONS

The details of the transactions with related parties fall under the scope of Section188(1) of the Act. Information on transactions with related parties pursuant to 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. The Companyhas also formed Related Party Transactions Policy and the weblink for same ishttp://www.samyakinternational.in/images/Policies-and-Programme/Policy-on-Releated-Party-Transaction.pdf

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 exchanges Outgo USD: 186788 during the year under 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.

28. LISTING OF SHARES

Shares of the Company are listed on The Bombay Stock Exchange Limited (BSE) Mumbaiwhich provides a wider access to the investors nationwide. The Company has made all thecompliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 including payment of annual listing fees up to 31st March 2019 to the BSE.

29. SECRETARIAL STANDARDS OF ICSI

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaintreceived regarding sexual harassment. There was no case of sexual harassment reportedduring the year under review.

31. GENERAL

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) The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable. (b) The Company has not acceptedany deposits from public and as such no amount on account of principal or interest ondeposits from public was outstanding as on the date of the balance sheet. (c) During theyear none of the employees received remuneration in excess of the limit prescribed underSection 197 of the Companies Act 2013 read with Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 and amendment thereof.

32. ACKNOWLEDGEMENT

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
Sd/- Sd/-
SUNIT JAIN SHANTILAL JAIN
PLACE: INDORE (DIN: 06924372) (DIN: 00469834)
DATE: 04.09.2019 MANAGING DIRECTOR WHOLE TIME DIRECTOR