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Shyam Telecom Ltd.

BSE: 517411 Sector: Telecom
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OPEN 9.33
52-Week high 17.95
52-Week low 8.91
Mkt Cap.(Rs cr) 10
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Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.33
CLOSE 9.35
52-Week high 17.95
52-Week low 8.91
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shyam Telecom Ltd. (SHYAMTEL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting their Twenty Ninth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended 31stMarch 2022


Key aspects of Financial Performance of the Company for the year ended 31stMarch 2022 are tabulated below pursuant to the provisions of Companies (Accounts] Rules2014. .

(Rs. in Lacs)

PARTICULARS Financial Year 2021-2022* Financial Year 2020-2021*
A. Revenue from Operation 0.64 43.62
B. Other Income 6.94 265.54
C. Total (A + B] 7.58 309.16
D. Profit / (Loss] before Exceptional Items and Tax (304.94] (34.41]
E. Exceptional Items/ Loss- Discontinuing



Operations (304.94] 1.87
F. Profit / (Loss] Before Tax 59.12 48.93
G. Less : Tax (364.06] (47.06]
H. Net Profit (F-G] (22.44] (22.44]
I. Other Comprehensive Income / (Loss]



J. Total Comprehensive Income (H + I]


During the financial year ended 31st March 2022 your Company on astandalone basis had recorded Revenue from Operations of Rs. 0.64 Lacs as compared to Rs.43.62 lacs recorded during the previous financial year ended 31st March 2021.The Net Loss of your Company for the financial year ended 31st March 2022 stoodat Rs. 364.06 lacs as compared to Loss of Rs. 47.06 Lacs for the financial year ended 31stMarch 2021.

Detailed information on state of affairs of the Company is given in ManagementDiscussion and Analysis Report forming p art of this report.


The Authorized Share Capital of your Company as on March 31 2022 stands at Rs. 75Crores divided into 5 Crores Equity Shares of Rs. 10/- each and 25 Lakhs RedeemablePreference Share of Rs. 100/- each. The Paid-up Share Capital of your Company is Rs.112700000 divided into 11270000 Equity Shares of Rs. 10/- each fully paid-up.

There was no public issue rights issue bonus issue sweat issue preferential issueor redemption of shares buyback of shares made during the year The Company has not issuedshares with differential voting rights or sweat equity shares. Also the Company has notgranted any Stock Options during the year


No dividend was declared for the financial year 2020-21 due to consistent lossesincurred by the Company. TRANSFER TO RESERVES

Since the Company incurred losses during the financial year 2021-22 the Company doesnot have any profit to transfer any amount to the General Reserve.


The Company is primarily engaged in the business of trading of Mobile accessories inIndia and there is no such change in the business operation of the Company during thefinancial year 2021-22.


The Company had no Subsidiary Associate or Joint Venture Company during the reportingperiod.

The Company earlier had one foreign Subsidiary namely Shyam Telecom Inc incorporatedunder the laws of State of Delaware but it had been dissolved with effect from 22ndDecember 2015. Accordingly the requirement to prepare and annex the ConsolidatedFinancial Statements is not applicable.


During the year under review your Company has not accepted any deposit within themeaning of the provisions of Section 73 of the Companies Act 2013 read together with theCompanies (Acceptance of Deposits] Rules 2014 or any amendment thereto.


The Financial Results for the year 2021-22 have been prepared in accordance with IndAS the relevant Rules issued thereunder and the other recognized accounting practices andpolicies to the extent applicable.


Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirement]Regulations 2015 and is mentioned below:

S. No. Name of Directors Designation
1. Mr. Rajiv Mehrotra Chairman and Director
2. Mr. Aj ay Khanna Managing Director
3. Mr. Alok Tandon Non-Executive Director
4. Mr. Arun Kumar Khanna Non-Executive Director
5. Mr. Vinod Juneja Independent Director
6. Mr. Rakesh Malhotra Independent Director
7. Ms. Nishi Sabharwal Independent Women Director
8. Ms. Chhavi Prabhakar Independent Women Director

The Company has following Key Managerial Personnel (KMPs]:

S. No. Name of KMP'S Designation
1. Mr. Ajay Khanna Managing Director
2. Mr. Vinod Raina Chief Financial Officer
3. Mr. Sourabh Bansal* Company Secretary & Compliance Officer

*Mr. Sourabh Bansal has resigned from the position of Company Secretary &Compliance Officer with effect from 12 th July 2022 and the intimation in thesaid matter has already been made to both the stock exchanges i.e. BSE and National StockExchange in compliance of Regulation 30 read with Schedule III of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 and Ms. Kirti Kesarwani has beenappointed in his place as a Company Secretary & Compliance Officer of the Company.

During the financial year 2021-22 the Board of Directors duly met 4 (four] times i.e. on 29th June 2021 12 th August 2021 13thNovember 2021 and 11th February 2022. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013. Details of BoardComposition and Board Meetings held during the Financial Year 2021-22 have been providedin the Corporate Governance Report which forms part of this Annual Report.

In accordance with Section 152(6] of the Companies Act 2013 the period of office ofat least two third of total Directors of the Company shall be liable to retire byrotation out of which atleast one third Directors shall retire at every Annual GeneralMeeting. Hence this year Mr. Alok Tandon (DIN -00027563] and Mr. Arun Kumar Khanna(DIN-00041724] retires from the Board by rotation and being eligible offers them selvesfor re appointment. The Board proposed and recommended their re-appointment in the ensuingAnnual General Meeting of the Company.

The details of Directors being recommended for appointment/re-appointment as requiredunder SEBI (Listing Obligations and Disclosure Requirements] Regulations 2015 andSecretarial Standard-2 are contained in the Notice of ensuing Annual General Meeting ofthe Company. Appropriate resolutions seeking shareholders' approval for theappointment/re-appointment of Directors are included in the Notice of Annual GeneralMeeting forming the part of this Annual Report.

None of the Whole-Time Key Managerial Personnel (KMP] of the Company is holding officein any other Company as a Key Managerial Personnel.

Further none of the Directors / KMP of the Company is disqualified under any of theprovisions of the Companies Act 2013 and relevant provisions of SEBI (Listing Obligationsand Disclosure Requirements] Regulations 2015.


In compliance with the requirements of Schedule IV of the Companies Act 2013 andRegulation 25(4] of SEBI (Listing Obligations and Disclosure Requirements] Regulations2015 a Meeting of the Independent Directors was held on 11th February 2022without the participation of the Executive Directors or Management Personnel.

The Independent Director carried out performance evaluation of Non-IndependentDirectors and the Board of Directors as a whole performance of Chairman of the Companythe quality contents and timeliness of flow of information between the Management andBoard based on the performance evaluation framework of the Company.


The Company has received declarations from all the Independent Directors confirming andcertifying that they continue to meet the criteria of independence as provided in Section149 of the Companies Act 2013 and Regulation 16 of the SEBI (Listing Obligations andDisclosure Requirements] Regulations 2015.

Further pursuant to the provisions of Section 149(7] of the Companies Act 2013 thesaid declaration was placed in the Board Meeting held on 2 6th May 2022 fortheir consideration and records.

In the opinion of the Board all the Independent Directors fulfill the conditions forappointment/ re-appointment as an Independent Directors on the Board.

Further in the opinion of the Board all the Independent Directors also possess theattributes of integrity expertise and experience as required to be disclosed under Rule8(5] (iii) (a] of the Companies (Accounts] Rules 2 014.


In terms of Section 92 and Section 134 of the Companies Act 2013 read with Rule 12 ofthe Companies (Management and Administration] Rules 2014 the Annual Return of theCompany in the prescribed form will be available on the website of the Company under thelink


The Board of Directors has carried out an annual evaluation of its own performanceCommittees of the Board as a whole and Individual Directors pursuant to the provisions ofthe Act and SEBI (Listing Obligations and Disclosure Requirements] Regulations 2015. Theperformance of the Board was evaluated by the Board after seeking Inputs from all theDirectors on the basis of criteria such as the Board Composition and Structureeffectiveness of Board processes Information and functioning etc. The performance of theCommittees was evaluated by the Board after seeking inputs from the Committee Members onthe basis of criteria such as the composition of Committees effectiveness of CommitteeMeetings etc.

The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India ("SEBI"] on January 5 2017. In aseparate Meeting of Independent Directors performance of NonIndependent Directors theBoard as a whole and the Chairman of the Company was evaluated taking into account theviews of Executive Directors and Non-Executive Directors. The Board and the Nomination andRemuneration Committee reviewed the performance of Individual Directors on the basis ofcriteria such as the contribution of the Individual Director to the Board and CommitteeMeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in Meetings etc. In the Board Meeting that followed the Meetingof the Independent Directors and Meeting of Nomination and Remuneration Committee theperformance of the Board its Committees and Individual Directors was also discussed.Performance evaluation of Independent Directors was done by the entire Board excludingthe Independent Director being evaluated.


Details of such Shareholders whose shares are transferred to the IEPF and their unpaiddividends are available on the website of the Company as well as IEPF Authority.

Shareholder may note that both the Unclaimed Dividend and corresponding sharestransferred to the IEPF including all benefits accruing on such shares if any can beclaimed back from IEPF following the procedure prescribed in the IEPF Rules. No claimcould be made in respect thereof with the Company.


The Company familiarizes the Independent Directors with a brief background of theCompany their roles rights responsibilities in the Company nature of the Industry inwhich the Company operates operations of the Company etc. They are also informed of theimportant policies of the Company including the Code of Conduct for Board Members andSenior Management Personnel. The Familiarization Program Module for Independent Directorsof the Company has been adopted by the Board of Directors. The particulars offamiliarization program for Independent Directors can be accessed on the Company's in terms of the provisions of Regulation 46(2)(i) of SEBI (ListingObligations and Disclosure Requirements] Regulations 2015.


Following Board approved policies on are placed on Company's Website i.e.

(i) Familiarization Programme Module

(ii) Nomination and Remuneration Policy

(iii) Performance Evaluation Policy

(iv) Related Party Transaction Policy

(v) Sexual Harassment Policy

(vi) Preservation of Records Policy

(vii) Determining Materiality and Archival of Disclosures Policy

(viii) Code of Practices and Procedures and Code of Conduct to Regulate Monitor andReport Trading in Securities and Fair Disclosure of Unpublished Price SensitiveInformation


Your Company has established a Vigil Mechanism Program for overseeing the genuineconcerns expressed by the Employees and other Directors. The Company has also providedadequate safeguards against victimization of Employees and Directors who express theirconcerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of the Employees.

Your Company believes in the conduct of the affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behaviour.To develop a culture where it is safe for all Directors and Employees to raise genuineconcerns or grievances the Company established Vigil Mechanism for Directors andEmployees in pursuance of Regulation 22 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 177(9) of the Companies Act 2013 and Rule 7of the Companies (Meetings of Board and its Powers) Rules 2014.

Further your Company hereby affirms that no Director/ employee have been denied accessto the Chairman of the Audit Committee and that no complaints were received during theyear

The Policy is hosted on the Company's website under the web link


The Company has in place an Anti-Sexual Harassment Policy in line with therequirements inter-alia of "The Sexual Harassment of Women at Workplace(Prevention Prohibition Redressal) Act 2013". An Internal ComplaintCommittee has been set up to consider and redress all the complaints received regardingsexual harassment. All employees (permanent contractual temporary and trainees) arecovered under this policy.

The following is a summary of sexual harassment complaints received and disposed-offduring the financial year 2021-22:

• No. of complaints pending at the beginning : Nil

• No. of complaints received : Nil

• No. of complaints disposed-off: N.A


Your Company has a Code of Conduct for Prevention of Insider Trading as well as Code ofPractices and Procedures and Code of Conduct to Regulate Monitor and Report Trading inSecurities and Fair Disclosure of Unpublished Price Sensitive Information with a view toregulate trading in Securities by the Directors and Designated employees of the Company inline with SEBI (Prohibition of Insider Trading] Regulations 2015 as amended from time totime.


Pursuant to the provision of Section 134(3] of the Companies Act 2013 your Directorsto the best of their knowledge and belief confirm that:

I] in the preparation of the Annual Accounts for the Year ended 31st March2022 the applicable Accounting

Standards read with the requirements set out under Schedule III to the Act have beenfollowed and there are no material departures from the same.

ii] 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 the affairs of the Company as at 31st March 2022 andof the profit/ loss of the Company for the Year ended as on that date;

iii] the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in the accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv] the annual accounts have been prepared on a going concern basis.

v] the directors had laid down Internal Financial Controls which are followed by theCompany and that such Internal Financial Controls are adequate and are operatingeffectively.

vi] proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.


a) Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethereunder every company shall at the first Annual General Meeting appoint anindividual or a firm as an auditor who shall hold office from the conclusion of thatmeeting till the conclusion of its sixth Annual General Meeting . Further An Audit firmis eligible to hold the office of Statutory Auditor in the same company for two term ofconsecutive five years.

In lieu of the said provisions the existing Statutory Auditors of the Company M/s V GM & Co Chartered Accountants (Registration Number: 029823N] were appointed by theshareholders at the 24th Annual General Meeting to hold office until theconclusion of the 29th Annual General Meeting. Therefore their period ofoffice is going to expired in the 29 th Annual General Meeting to be held on 27th September 2022.

Further they have shown their unwillingness to be re-appointed as Statutory Auditorsof your Company for further term of 5 years therefore it is proposed & recommendedby the Board of Directors of the Company at their meeting held on 9th August2022 for the approval of shareholders at the ensuring AGM schedule to be held on 27thSeptember 2022 to appoint M/s Padam Dinesh & Co. (registration number: 0090613N] asthe Statutory Auditors of the Company for a term of 5 years commencing from the conclusionof the Annual General Meeting till the conclusion of the 34th Annual GeneralMeeting of the Company to be held in the calendar year 2027.

The Company has received written consent and confirmation from M/s Padam Dinesh &Co. to the effect their appointment if made would be within the limits prescribed underSection 141 of the Companies Act 2013 and rules framed thereunder and that they satisfythe criteria provided there. Also the Statutory Auditors have confirmed that they havesubjected themselves to the peer review process of the Institute of Chartered Accountantsof India (ICAI) and that they hold a valid certificate issued by the Peer Review Board ofICAI. Accordingly Ordinary Resolution is proposed for the consideration and approval ofmembers in the Notice of Annual General Meeting forming part of this Annual Report.

The Statutory Audit Report submitted by M/s V G M & Co. for the financial year2021-22 does not contain any qualification reservation or adverse remark or disclaimermade by Statutory Auditors. The Auditors did not report any fraud during the financialyear ended 31st March 2022.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel] Rules 2014 M/sA.N. Kukreja & Co. Company Secretaries was re-appointed by the Board to undertake theSecretarial Audit of the Company for the financial year 2021-22. Secretarial Audit Reportfor the financial year 2021-22 as given by M/s A.N. Kukreja & Co. in the prescribedForm MR-3 is annexed to this Report as Annexure -l.

The Secretarial Audit Report does not contain any qualification reservations oradverse remark.

c) Cost Auditor

Maintenance of cost records as specified by the Central Government under Section 148(1] of the Companies Act 2013 is not applicable on the Company. Hence no Cost Auditor isappointed by the Company.

d) Internal Auditors

Pursuant to the provisions of the Section 138 of the Act the Board of Directors of theCompany had appointed M/s Padam Dinesh & Co. Chartered Accountants as Internal Auditorof the Company for the financial year 2021-22. However M/s Padam Dinesh & Company hasbeen resigned from the office of Internal Auditor with effect from 30th June2022 and M/s D R & Associates is appointed as Internal Auditor to conduct internalaudit of the functions and activities of the Company for he financial year 2022-23 .


Disclosures pertaining to remuneration and other details as required under Section197(12] of the Companies Act 2013 read with Rule 5(1] of the Companies (Appointment andRemuneration of Managerial Personnel] Rules 2014 are given in Annexure-Ilforming part of this Annual Report.


During the financial year ended March 31 2022 all transactions with the Related Partyas defined under the Companies Act 2013 read with Rules framed there-under were in the'Ordinary Course of Business' and 'at arm's length' basis. There has been no materiallysignificant Related Party Transactions having potential conflict with the interest of theCompany.

Pursuant to Section 177 of the Act and Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements] Regulations 2015 all Related Party Transactions were placedbefore the Audit Committee for its approval.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's Website. The Details of the Related Party Transactions as required underAccounting Standard - 18 are set out in Note No. 32 to the Financial Statements formingpart of this Annual Report. The Form AOC- 2 pursuant to Section 134 (3)(h) of theCompanies Act 2013 read with Rule 8(2] of the Companies (Accounts] Rules 2014 is set outas Annexure-III to this Directors Report.


In compliance with the provisions of Section 134 (3] (m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts] Rules 2014 a Statement containingInformation on conservation of energy technology absorption foreign exchange earningsand outgo of the Company is annexed to this Director's Report and marked as "Annexure- IV".


The Company has taken necessary steps for risk management including identifying riskwhich may threaten the existence/ operations of the Company.


Management's Discussion and Analysis Report for the year ended March 31 2022 asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements] Regulations 2015 is presented in a separate section forming part of thisAnnual Report.


Your Company has constituted a Corporate Social Responsibility (''CSR''] Committee tofacilitate its CSR related operations in compliance with the provisions of Section 135 ofthe Act read with the Companies (Corporate Social Responsibility Policy] Rules 2014. Asper the relevant provisions of the Companies Act 2013 the Company is not required toincur any expenditure in pursuance of the CSR policy. The composition of the CSR Committeeof your Company has been provided in the Corporate Governance Report forming part of thisAnnual Report.


In the opinion of the Board your Company has in place an adequate system of internalcontrol commensurate with its size and nature of business. This system provides areasonable assurance in respect of providing financial and operational informationcomplying with applicable statutes safeguarding of assets of the Company and ensuringcompliance with Corporate Policies. The Board has appointed M/s Padam Dinesh & Co.Chartered Accountants as an Internal Auditors of the Company for the financial year2021-22 and their Internal Audit Reports are submitted to the Audit Committee of Boardwhich reviews and approves performance of internal audit function and ensures thenecessary checks and balances that may need to be built into the control system.

The Board in consultation with the Internal Auditors monitors and controls the majorfinancial risk exposures. NOMINATION AND REMUNERATION POLICY

In adherence of Section 178(1] of the Companies Act 2013 and other applicableprovisions if any of the Companies Act 2013 read with the Rules issued thereunder andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements] Regulations 2015the Company is having Nomination and Remuneration Policy framed on the recommendations ofthe Nomination and Remuneration Committee for determining Qualifications PositiveAttributes Independence of a Director etc.

The salient aspects covered in the Nomination and Remuneration Policy covering thepolicy on appointment and remuneration of Directors and other matters have been outlinedin the Corporate Governance Report forming the part of this Annual Report and is alsoavailable on the Website of the Company


The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the SEBI. The Company has alsoimplemented several best Corporate Governance practices as prevalent globally. As perRegulation 34(3] read with Schedule V(C) of the SEBI (Listing Obligations and DisclosureRequirements] Regulations 2015 a Report on Corporate Governance together with aCertificate from Mrs. Soniya Gupta Practicing Company Secretary confirming compliancewith the conditions of the Corporate Governance is annexed herewith and forms part of thisAnnual Report.

Further pursuant to SEBI (Listing Obligations and Disclosure Requirements]Regulations 2015 a separate section titled 'Corporate Governance' has been included inthis Annual Report


Your Company had not availed any Working Capital Loan Facility during financial year2021-22. Further during the period under the review your company had not availed anyLoans or Borrowings.


The particulars of Loans Guarantees and Investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers] Rules 2014 for thefinancial year 2021-22 are disclosed in the Notes to the Financial Statements provided inthis Annual Report.


During the year there was no significant and material order passed by the Regulatorsor Courts or Tribunals impacting the going concern status and Company's operations infuture.


There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate and the date of this Report.


The Company has complied with all the applicable provisions of the SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI).


The Board of Directors wish to express their sincere appreciation for the co-operationand assistance received from the Bankers Financial Institutions Regulatory AuthoritiesStakeholders including Customers and other business associates who have extended theirvaluable support and encouragement during the year under review.

The Board of Directors acknowledge the hard work dedication commitment andcooperation of the employees of the Company.

For and on Behalf of the Board of Directors SHYAM TELECOM LIMITED

Sd/- Sd/-
Ajay Khanna Nishi Sabharwal
Director Director
DIN:00027549 DIN :06963293
Place : New Delhi
Date : 9th August 2022