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Samyak International Ltd.

BSE: 530025 Sector: Others
NSE: N.A. ISIN Code: INE607G01011
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OPEN 20.60
CLOSE 20.60
VOLUME 1
52-Week high 25.75
52-Week low 15.20
P/E
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Samyak International Ltd. (SAMYAKINTERNATI) - Director Report

Company director report

To

The Members of

SAMYAK INTERNATIONAL LIMITED

Your Directors take pleasure in presenting the 27th Annual Report of your Companytogether with the Standalone & Consolidated Audited Financial Statement of Accountsand the Auditors' Report of your Company for the Financial Year ended 31st March 2021.

1. FINANCIAL RESULTS:

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 31st2021 are summarized below:

(Rs in lacs)
Particulars

Standalone

Consolidated

2020-2021 2019-2020 2020-2021 2019-2020
Sales/ Revenue From operations 948.70 750.11 2407.79 2403.93
Other Income 113.14 12.15 392.82 15.62
Total Income 1061.84 762.26 2800.61 2419.55
Expenses:
a. Purchase of stock in trade 1125.02 739.22 2576.40 1681.61
b. b. Changes in inventories of finish goods work in progress and stock in trade. (176.98) (55.16) (548.03) 13.42
c. Employee benefit expenses 44.01 45.71 198.35 71.26
d. Depreciation and amortization expenses 9.66 7.97 285.97 304.59
e. Other expenditure 25.59 43.03 246.11 255.44
f. Finance Costs 17.60 7.78 102.75 96.50
Total Expenses 1044.92 788.55 2861.55 2422.82
Profit and Loss before Exceptional items & Tax 16.92 (26.29) (61.26) (126.98)
Exceptional items 12.15 00 18.22 0
Profit and Loss before Tax 4.77 (26.29) 79.48 (126.98)
Tax: (0.85) (1.51) (0.70) (1.77)
a) Current Tax 0 0 0.65 0.50
b) Deferred Tax (0.85) (1.51) (1.35) (2.27)
Profit after Tax 5.62 (24.78) (78.78) (125.21)
Earnings per share (Rs.) Basic (1.94) (0.60) (3.29) (2.21)

2. COVID 19

The Coronavirus (COVID-19) pandemic has radically changed the prospects of the globaleconomy. This unprecedented crisis limiting physical mobility and economic activity haveeffectively stopped economies around the world and your Company's operations too wereaffected mainly during the first quarter of the year under review. For the Company thefocus immediately shifted to ensuring the health and well-being of all employees and onminimizing disruption to services for all our customers globally. Due to shutdown ofoperations in the manufacturing plants of the Company the production has adverselyaffected by way of interruption in production activities supply chain and availability ofmanpower which resulted in loss of revenue and eventually affected the margins. Thoughthe production operations and supply chain have resumed in the second quarter of the yearunder review

However the cost of operation is increased due to social distancing norms strictprocedure of sanitation and other related overhead expenses. The pandemic has resulted inincrease in transport cost of employees and other transportation expenses. The Plant isoperating with complete compliance of all directives related to maintaining of SocialDistancing and mandatory to wear face mask and have proper sanitizations.

Your Directors wish to place on record their appreciation to the Company's employeessuppliers customers & Government authorities for their selfless efforts which helpedyour Company reach normalcy in operations within a few weeks of the lockdown. Theownership and responsiveness shown by all the stakeholders was unparalleled and is atestimony of the spirit and legacy of your Company. All steps necessary for the safety andwelfare of the employees have been taken and the management remains committed to keep thatas a top priority. We shall review the long term impact of the pandemic and take all stepsnecessary to adapt itself to the emerging changes and the new normal.

3. 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 2021.

4. SHARE CAPITAL

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

5. GENERAL RESERVES

No amount is transferred to General Reserve of the company as on 31st March 2021.

6. 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.

7. MATERIAL CHANGES EFFECTING FINANCIAL POSITIONS OF THE COMPANY

Except that as stated in relevant places the material changes development from 31stMarch 2021 till the date of this board report there are no material changes which mayaffect the financial position of the company.

8. 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).

9. 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 annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments 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 2021 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 in the case of all 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 system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

10. 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.

11. 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 their views 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 2020-21.

12. CORPORATE GOVERNANCE

Your Company has always strived to maintain appropriate standards of good corporategovernance. The report on corporate governance as stipulated under Schedule V (C) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part ofthis Report. The requisite certificate confirming compliance with the conditions ofcorporate governance as stipulated under the said clause is attached to this report. (Annexure- II).

13. DIRECTORS

S. No. Director Name DIN/PAN Designation
1. Shri Sunit Jain 06924372 Managing Director
2. Shri. Shantilal Jain 00469834 Whole time Director
3. Mrs. Neha Jain 07493030 Women Director
4. Shri. Anish Vaid 02444114 Independent Director
5. Shri. Sunil Kumar Mittal 05151867 Independent Director
6. Ms. Anjali Jain 07757314 Independent Director

14. 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:

S. No. NAME DESIGNATION
1. Shri. Sunit Jain Chairman & Managing Director
2. Ms. Neha Jain Chief Financial Officer
3. Shri. Shantilal Jain Whole Time Director
4. Ms Juhi khandelwal Company Secretary & Compliance officer

15. MEETINGS OF THE BOARD OF DIRECTORS

The following Meetings of the Board of Directors were held during the Financial Year2020-21:

S.N. Date of Meeting Board Strength No. of Directors Present
1. 31/07/2020 6 6
2. 05/09/2020 6 6
3. 13/11/2020 6 6
4. 07/12/2020 6 6
5. 13/02/2021 6 6

16. 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 III.

17. 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 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 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.

18. AUDITORS & AUDITORS' REPORT

The Company has appointed M/s. S N Kabra & Company Chartered AccountantsIndore as Statutory Auditors of the Company and they have also consented for carrying outthe Statutory Audit of the Company. The Board has recommended appointment of M/s. S NKabra & 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 Review Board' asrequired under the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment. The notes on accounts referred to and the Auditors' Report are selfexplanatory and therefore do not call for any explanatory note.

19. SECRETARIAL AUDITOR'S REPORT

The Board has appointed M/s Sudhanya Sengupta Practicing CompanySecretary to conduct Secretarial Audit for the financial year under review. TheSecretarial Audit Report for the financial year ended March 31 2021 is annexed herewithmarked as Annexure IV to this Report. The Secretarial Audit Report contains anyqualification reservation or adverse remark except that there is no 100% of holding ofpromoters in Demat form. We like to inform you that company is in the process ofconverting shares in demat form and necessary step has been taken by the Company.

20. INTERNAL AUDITOR

The Board has appointed M/S. M. L. Vishwakarma Tax Law Advocate &Consultants to conduct Internal Audit for the financial year under review.

21. 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 2021.

Name of director Nature of Directorship Designation inthe 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 2021.

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

The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under section 178(3) is annexed with the Report as "AnnexureVII".

(c) Stakeholders' Relationship Committee: The Company has constituted ashareholder/investors grievance committee ("Stakeholders RelationshipCommittee") to redress complaints of the shareholders. The Stakeholders' RelationshipCommittee comprises the following Directors as on 31st March 2021:

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

22. SUBSIDIARIES TOINT VENTURES AND ASSOCIATE COMPANIES

The details of Subsidiary Companies are as follow:

Name CIN % of Holding
Alpha Tar Industries Pvt. Ltd. U24200MP1996PTC011003 100.00%
Keti Highway Developers Private Limited U45203MP2007PTC019487 100.00%

23. 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.

24. ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act 2013 the AnnualReturn of the Company for the financial year ended 31st March 2021 has been uploaded onthe website of the Company and the web link of the same ishttps://samvakinternational.in/annual-report/

25. DISCLOSURE REQUIREMENTS

a. As per Regulation 34 of Listing Obligation and Disclosure Requirements Regulations2015 entered into with the stock exchanges corporate governance report with auditors'certificate thereon and management discussion and analysis are attached which form partof this report.

b. Details of the familiarization programme of the independent directors are availableon the website of the Company web link- http://www.samyakinternational.in/images/Policies-and-Programme /Familiarisation-programme-for-id.pdf

c. 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 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

26. 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 the FinancialYear 2020-21 as required under Regulation 34 of Listing Obligation and DisclosureRequirements Regulations Act 2015 with Stock Exchanges is included in the CorporateGovernance Report which forms part of Corporate Governance report.

27. 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 aregiven in Annexure VI in Form AOC-2 and the same forms part of this report. The Company hasalso formed Related Party Transactions Policy and the web link for same is http://www.samyakinternational.in/images/Policies-and-Programme/Policy-on-Releated-Party-Transaction.pdf

28. 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.

29. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchanges Outgo during the year under review.

30. 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.

31. LISTING OF SHARES

Shares of the Company are listed on The Bombay Stock ExchangeLimited (BSE) Mumbaiwhich provides a wider access to the investors nationwide.

The Company has made all the compliances of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 including payment of annual listing fees up to31 March 2021 to the BSE.

32. SECRETARIAL STANDARDS OF ICSI

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

33. 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.

34. GENERAL

Directors state that no disclosure or reporting is required in respect of the followingitems 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 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.

(c) During the year none of the employees received remuneration in excess of the limitprescribed under Section 197 of the Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 and amendment thereof.

35. 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

Place: Indore SUNIT JAIN SHANTILAL JAIN
Date: 04.09.2021 MANAGING DIRECTOR DIRECTOR
DIN: 0692437 DIN: 00469834

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