Your Directors have pleasure in presenting their Twenty Sixth Annual Report on the Business and Operations of the Company and the accounts for the Financial Year ended March 31 2019.
The Company's Financial Performance for the Year under review along with Previous Year figures are given hereunder:
|(Rupees in Lakhs)|
|PARTICULARS||Financial Year||Financial Year|
|A. Revenue from Operations||864.50||2368.40|
|B. Other Income||493.13||395.39|
|C. Total (A + B)||1357.63||2763.79|
|D. Profit / (Loss) before Exceptional Items and Tax||-226.36||14.58|
|E. Exceptional Items/Loss||1000.00||-|
|F. Profit / (Loss) Before Tax||-1226.36||14.58|
|G. Less: Tax||-||0.95|
|H. Net Profit (F - G)||-1222.05||13.63|
|I. Other Comprehensive Income / (Loss)||17.38||1.26|
|J. Total Comprehensive Income (H + I)||-1235. 93||14.89|
*Figures are as per IndAS
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE
During the Year under review your Company registered a Turnover of Rs. 864.50 Lakhs as compared to a Turnover of Rs. 2368.40 Lakhs during the previous Financial Year ended March 31 2018. Revenue from Operations for the Year ended March 31 2019 has decreased by 63.50 % over the corresponding last Year. Therefore the Total Comprehensive Income for the period under review was in negative Rs. 1235.93 Lakhs as compared to a Profit of Rs. 14.89 lakhs in the corresponding last Year.
Your Company is exploring other avenues for business and is in discussions / negotiations with various vendors.
The Authorized Share Capital of your Company as on March 31 2019 stands at Rs. 75 Crores divided into 5 Crores Equity Shares of Rs. 10/- each and 25 Lakhs Redeemable Preference 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.
No Dividend was declared for the current Financial Year due to consistent losses incurred by the Company.
TRANSFER TO RESERVES
The Company does not propose to transfer amount to the General Reserve out of the amount available for appropriation and considered it appropriate to retain the same in the profit and loss account.
NATURE OF BUSINESS
The Company is primarily engaged in the business of trading of Mobile accessories in India.
SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANY
The Company had no Subsidiary Associate or Joint Venture Company during the reporting period. The Company earlier had one foreign Subsidiary namely Shyam Telecom Inc incorporated under the laws of State of Delaware but it had been dissolved with effect from 22 December 2015. Accordingly the requirement to prepare and annex the Consolidated Financial Statements is not applicable.
During the Year under review your Company has not accepted any deposit under Section 73 or any other provisions of the Companies Act 2013 read together with the Companies (Acceptance of Deposits) Rules 2014 or any amendment thereto.
Your Company is not required to maintain cost records as prescribed under Companies Act 2013.
INDIAN ACCOUTING STANDARD (IND AS)
The Financial Results for the year 2018-19 have been prepared in accordance with Ind AS the relevant Rules issued thereunder and the other recognized accounting practices and policies to the extent applicable.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS (KMP)
Your Company's Board is duly constituted and is in compliance with the requirements of the Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015 (Listing Regulations) which is as follows:
|Mr. Rajiv Mehrotra||Chairman and Director|
|Mr. Ajay Khanna||Managing Director|
|Mr. Alok Tandon||Non-Executive Director|
|Mr. Arun Kumar Khanna||Non-Executive Director|
|Mr. Achintya Karati||Independent Director|
|*Mr. Narendra Kumbhat||Independent Director|
|Mr. Vinod Juneja||Independent Director|
|*Mr. C.S. Malhotra||Independent Director|
|Ms. Nishi Sabharwal||Independent Women Director|
|*Mr. Rakesh Malhotra||Independent Director|
*Mr. Rakesh Malhotra was appointed as an Additional Director (Non-Executive and Independent) on the Board of the Company w.e.f. 30 March 2019 and Mr. Chander Sain Malhotra and Mr. Narendra Kumbhat had ceased to become the Directors of the Company with effect from 31 March 2019.
The Cessation of Mr. Chander Sain Malhotra and Narendra Kumbhat as an Independent Director of the Company was in Compliance with the Recommendations of Kotak Committee and Listing Regulations. The Board places on record its appreciation for the contribution and guidance provided by Mr. Chander Sain Malhotra and Mr. Narendra Kumbhat during their tenure as Independent Directors of the Company.
The Company has following KMPs
|Mr. Ajay Khanna||Managing Director (MD)|
|Mr. Gursharan Singh||Chief Executive Officer (CEO)|
|Mr. Vinod Raina||Chief Financial Officer (CFO)|
|Mr. Saurav Goel||Company Secretary (CS)|
During the Year under review total four Meetings of the Board of Directors of your Company were held i.e. on 29 May 2018 11 August 2018 5 November 2018 and 12 February 2019. The intervening gap between the Meetings was within the period prescribed under the Companies Act 2013. Details of Board Composition and Board Meetings held during the Financial Year 2018-19 have been provided in the Corporate Governance Report which forms part of this Annual Report.
During the Year under review Mr. Arun Kumar Khanna (DIN - 00041724) who retired at the 25 Annual General Meeting (AGM) was reappointed as a Director of the Company. Mr. Alok Tandon (DIN - 00027563) Non-Executive Director is due to retire by rotation at the ensuing AGM and being eligible offers himself for reappointment. Your Board recommends reappointment of Mr. Alok Tandon as a Director of the Company liable to retire by rotation. The members are requested to consider and approve his re-appointment. Mr. Achintya Karati Mr. Vinod Juneja and Ms. Nishi Sabharwal were appointed as an Independent Director at the Twenty First AGM held on September 29 2014 for a period of Five years. The aforesaid Independent Directors being eligible the Board recommends their re-appointment for a second term of five years at the ensuing AGM for the approval of the members by way of Special Resolution. The members are requested to consider and approve their reappointment. A resolution seeking Shareholders' approval for their appointment forms a part of the Notice.
Mr. Ajay Khanna was appointed as a Managing director at the Twenty First AGM held on September 29 2014 for a period of Five years. The Board recommends his re-appointment for another term of Five years at the ensuing AGM for the approval of the members by way of Special Resolution. The members are requested to consider and approve his re-appointment.
In accordance with Regulation 36(3) of the Listing Regulations and Secretarial Standards the brief profile and particulars of all the Directors seeking reappointment / re-designation is given in the Annexure to the Notice convening the AGM.
All the Directors of the Company have confirmed that they are not disqualified from being staying on the Board of directors in terms of Section 164(2) of the Companies Act 2013 and they have also submitted Declaration to that effect.
INDEPENDENT DIRECTORS' MEETING
In compliance with the requirements of Schedule IV of the Act a Meeting of the Independent Directors was held on 12 February 2019 without the participation of the Executive Directors or Management Personnel.
The Independent Director carried out performance evaluation of Non-Independent Directors and the Board of Directors as a whole performance of Chairman of the Company the quality contents and timeliness of flow of information between the Management and Board based on the performance evaluation framework of the Company.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors of your Company have submitted a Declaration that they meet the criteria of Independence as provided in Section 149(6) and 149(7) of the Act and Regulation 16(1)(b) of the Listing Regulations and there is no change in their status of Independence. As required under Section 149(7) of the Act the said declaration was placed in the Board Meeting held on 29 May 2019.
BOARD ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance Committees of the Board as a whole and Individual Directors pursuant to the provisions of the Act and Listing Regulations. The performance of the Board was evaluated by the Board after seeking Inputs from all the Directors on the basis of criteria such as the Board Composition and Structure effectiveness of Board processes Information and functioning etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of criteria such as the composition of Committees effectiveness of Committee Meetings etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5 2017 In a separate Meeting of Independent Directors performance of Non-Independent Directors the Board as a whole and the Chairman of the Company was evaluated taking into account the views of Executive Directors and Non-Executive Directors. The Board and the Nomination and Remuneration Committee reviewed the performance of Individual Directors on the basis of criteria such as the contribution of the Individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in Meetings etc. In the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination and Remuneration Committee the performance of the Board its Committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board excluding the Independent Director being evaluated
TRANSFER OF SHARES IN RESPECT OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY
Pursuant to Section 124 (6) of the Companies Act 2013 read with the Investor Education and Protection Fund (Accounting Audit Transfer and Refund) Rules 2016 (IEPF Rules) the Company after giving due Notice in writing to the Shareholders of those Shares in respect of which the dividend remained unclaimed for more than 7 consecutive years transferred the respective Shares to IEPF Authority in the Month of July 2019. Corporate action taken in this regard was made through NSDL. Details of such Shareholders whose shares are transferred to the IEPF and their unpaid dividends are available on the website of the Company as well as IEPF Authority.
Shareholder may note that both the Unclaimed Dividend and corresponding shares transferred to the IEPF including all benefits accruing on such shares if any can be claimed back from IEPF following the procedure prescribed in the IEPF Rules. No claim could be made in respect thereof with the Company.
FAMILIARISATION PROGRAMME MODULE
The Company familiarizes the Independent Directors with a brief background of the Company their roles rights responsibilities in the Company nature of the Industry in which the Company operates operations of the Company etc. They are also informed of the important policies of the Company including the Code of Conduct for Board Members and Senior Management Personnel. The Familiarization Program Module for Independent Directors of the Company has been adopted by the Board of Directors. The particulars of familiarization program for Independent Directors can be accessed on the Company's Website www.shyamtelecom.com in terms of the provisions of Regulation 46(2)(i) of Listing Regulations.
CODES AND POLICIES OF THE COMPANY
Company's policies on (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 and Report Trading in Securities and Fair Disclosure of Unpublished Price Sensitive Information are places on Company's Website www.shyamtelecom.com
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has established a Vigil Mechanism Program for overseeing the genuine concerns expressed by the Employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of the Employees.
Your Company believes in the conduct of the affairs in a fair and transparent manner by adopting highest standards of professionalism honesty integrity and ethical behavior. To develop a culture where it is safe for all Directors and Employees to raise genuine concerns or grievances the Company established Vigil Mechanism for Directors and Employees in pursuance of Regulation 22 of Listing Regulations and Section 177(9) of the Companies Act 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has adopted under The Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 a policy for prevention of Sexual Harassment of Women at workplace and has set up a Committee for implementation of said policy. A detail of Constitution of the Committee has been given in Corporate Governance Report.
The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the Year under review no such Complaint was reported to the said Committee.
POLICY ON INSIDER TRADING
Your Company has a Code of Conduct for Prevention of Insider Trading as well as Code of Practices and Procedures and Code of Conduct to Regulate Monitor and Report Trading in Securities and Fair Disclosure of Unpublished Price Sensitive Information with a view to regulate trading in Securities by the Directors and Designated employees of the Company in line with SEBI (Prohibition of Insider Trading) Regulations 2015 as amended from time to time.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provision of Section 134(3)(c) of the Companies Act 2013 your Directors to the best of their knowledge and belief confirm that:
i) in the preparation of the Annual Accounts for the Year ended 31 March 2019 the applicable Accounting Standards read with the requirements set out under Schedule III to the Act have been followed and there are no material departures from the same.
ii) the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company as at 31 March 2019 and of 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 of adequate accounting records in the accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other 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 the Company and that such Internal Financial Controls are adequate and are operating effectively.
vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.
At the Twenty-Fourth AGM held on September 29 2017 the Members approved appointment of M/s. VGM & Company Chartered Accountants (Firm Registration No. 029823N) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the Twenty-Ninth AGM subject to ratification of their appointment by Members at every AGM if so required under the Act. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away with by the Companies (Amendment) Act 2017 read with Proviso to Section 139(1) of the Companies Act 2013 read with explanation to Rule 3(7) of the Companies (Audit and Auditors) Rules 2014 with effect from May 7 2018. Accordingly no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.
The observations made in the Statutory Auditor's Report presented by M/s. VGM & Company read with relevant Notes to the accounts of the Company for the Financial Year ended 31 March 2019 are self-explanatory and hence do not call for any comments under Section 134(3)(f) of the Companies Act 2013. Secretarial Auditors' Report does not contain any qualification reservations adverse remark or disclaimer. There are no frauds which are committed by the Company and therefore no such fraud has been reported by the Auditor under Section 143(12) of the Companies Act 2013.
Pursuant to the provisions of the Section 138 of the Act the Board of Directors of the Company had appointed M/s Padam Dinesh & Company Chartered Accountants as Internal Auditor of the Company for the Financial Year 2018-19. Internal Audit Report forms part of this Annual Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act 2013 read with the Companies (Management and Administration) Rules 2014 are set out herewith as Annexure - I to this Report. The extract is also available on the Company website (www.shyamtelecom.com) and can be read from there.
In terms of the provisions of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company appointed M/s. A.N. Kukreja & Company a Practicing Company Secretary to conduct the Secretarial Audit of your Company for the Financial Year ended 31 March 2019. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure - II. The Secretarial Audit Report does not contain any qualification reservations or adverse remark.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The Statement of Disclosure of Ratio of Remuneration and other Details under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 ('Rules') is appended as Annexure III to the Report.
RELATED PARTY TRANSACTIONS
During the Financial Year ended March 31 2019 all transactions with the Related Party as 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 materially significant Related Party Transactions having potential conflict with the interest of the Company.
Pursuant to Section 177 of the Act and Regulation 23 of Listing Regulations all Related Party Transactions were placed before the Audit Committee for its approval.
The policy on Related Party Transactions as approved by the Board is uploaded on the Company's Website. The Details of the Related Party Transactions as required under Accounting Standard - 18 are set out in Note No. 35 to the Financial Statements forming part of this Annual Report. The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure-IV to this Report.
CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with the provisions of Section 134 (3) (m) of the Companies Act 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 a Statement containing Information on conservation of energy technology absorption foreign exchange earnings and outgo of the Company is annexed to this Board's Report and marked as Annexure - V.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the Year under review as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report as Annexure - VI.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has constituted a Corporate Social Responsibility (CSR) Committee to facilitate its CSR related operations in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014. As per the relevant provisions of the Companies Act 2013 the Company is not required to incur any expenditure in pursuance of the CSR policy. The composition of the CSR Committee of your Company has been provided in the Corporate Governance Report which forms part of this Annual Report.
INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Your Company has established and maintained adequate Internal Financial Controls with respect to Financial Statements. Such Controls have been designed to provide reasonable assurance with regard to providing reliable Financial and Operational information. During the Year such Controls were operating effectively and no material weaknesses were observed. The Internal Auditor prepares regular reports on the review of the systems and procedures and monitors the actions to be taken.
INDUSTRIAL RELATIONS HUMAN RESOURCE AND INDUSTRIAL RELATION
The Company remains regularly in touch with each employee for the redressal of their grievances and maintains high quality standards for them. The industrial relations of your Company are normal.
NOMINATION AND REMUNERATION POLICY
In accordance with Section 178 and other applicable provisions if any of the Companies Act 2013 read with the Rules issued thereunder and Regulation 19 of Listing Regulations the Company is having Nomination and Remuneration Policy framed on the recommendations of the Nomination and Remuneration Committee for determining Qualifications Positive Attributes Independence of a Director etc.
The salient aspects covered in the Nomination and Remuneration Policy covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report and is also available on the Website of the Company www.shyamtelecom.com.
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. As per Regulation 34(3) read with Schedule V(C) of the Listing Regulations a Report on Corporate Governance together with a Certificate from Mr. Sandeep Mehra Practicing Company Secretary confirming compliance with the conditions of the Corporate Governance is annexed herewith and forms part of this Annual Report.
FINANCE AND BORROWINGS
Your Company had availed Working Capital Loan Facility of up to Rs. 5 Crores (Five Crores) in the Financial Year 2017-18. During the period under review your Company had not availed any Loans or Borrowings.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT 2013
The particulars of Loans Guarantees and Investments under Section 186 of the Companies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 for the Financial Year 2018-19 are disclosed in the Notes to the Financial Statements provided in this Annual Report.
COMPOSITION OF AUDIT COMMITTEE
The Board of Directors of your Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act 2013 read with the Rules made there-under and Regulation18 of the Listing Regulations. The terms of reference of the Audit Committee has been approved by the Board of Directors. The Information in respect of the Composition of the Audit Committee Scope Brief Terms of Reference and Number of Meetings held during the Year under Review and other relevant details have been provided in the Corporate Governance Report which forms part of this Annual Report.
The Board has accepted all Recommendations made by the Audit Committee during the Year under Review.
SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS
During the Year under review your Company has settled the claims of ICOMM Tele Limited (earlier known as ARM Limited) by entering into a Settlement Agreement and discharged all its liabilities towards the claims of ICOMM Tele Limited. Besides there were no significant material orders passed by the Regulators / Courts / Tribunals.
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company and date of this Report
CONFIRMATION OF COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial Standards during the year under review.
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the Financial Institutions Banks Government Authorities Customers Vendors and Members during the Year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's Executives Staff and Workers.
|For and on Behalf of the Board of Directors|
|SHYAM TELECOM LIMITED|
|AJAY KHANNA||NISHI SABHARWAL|
|Place - Delhi|
|Date - 12 August 2019|