samtel color ltd share price Directors report

TO,

THE MEMBERS OF,

SAMTEL COLOR LIMITED.

The Directors hereby present their Twenty Ninth Annual Report on the business and operations of the Company and the audited financial statements for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs in Lacs)

Particulars	Financial Year 2014-15	Financial Year 2013-14
Revenue from operations (Gross)	Nil	Nil
Less : Excise Duty	Nil	Nil
Revenue from operations (Net)	Nil	Nil
Other Income	317.19	157.64
Profit/ (-) Loss before Interest, Depreciation and Tax	Nil	Nil
Interest	1052.87	3694.09
Depreciation	1043.93	1044.07
Profit/(Loss) after Tax	(3336.67)	(7153.91)
Provision for Tax	Nil	Nil
Deferred Tax Assets	Nil	Nil
Profit for the year	(3336.67)	(7153.91)
Balance of Profit/(Loss) brought forward from Previous Year	(79,801.80)	(72,647.89)
Appropriations
Transfer to General Reserve	(3336.67)	(7153.91)
Balance Profit/(-) Loss carried forward to Balance Sheet	(83,138.47)	(79,801.80)

The Company does not propose to transfer any amount to the General Reserves.

DIVIDEND

In the absence of profits during the current year, your Directors are unable to recommend any dividend for the financial year ended 2014-15.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 11,628.84 lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

During the earlier years 2010 -11 and 2011-12 Company had received application money from its promoter company in terms of the CDR scheme approved by CDR Empowered Group. However, the requisite convertible warrants have not been yet issued by the Company, in view of pending approval of the respective Stock Exchanges.

Details of Directors’ Shareholding have been given elsewhere in the Directors’ Report.

COMPANY PERFORMANCE

Due to declining Global market, excess capacity and ever increasing prices of raw materials, the sales & profits of the Company plummeted on a regular basis and at the end of financial year 2011-12, the entire net worth stand eroded.

i) The market and demand for color picture tubes in India remained subdued throughout the year. The efforts of the Management to revive the manufacturing activities did not yield any result, thus all the production lines of the Company remain closed during the financial year under review.

ii) The net loss during the year under review was Rs. 3336.67 lacs as compared to Rs. 7153.91 lacs of the previous financial year.

iii) Due to continuous decline in Global market of CRT based Picture tubes has resulted into fall in its sale price. This has lead to losses incurred by company on year to year basis, by the end of Financial year ending 31^st March, 2012, entire net worth of the company was eroded.

FUTURE OUTLOOK

Even though, the world major economy(ies) are in recession trend however, the Indian Economy is consistently registering growth of more than 5% over the last couple of years. It is expected that the steady economic growth will continue to provide consumers with higher disposable income, which would result in surge in the demand for consumer appliances. The ever growing Indian Middle Class is a major contributor to the growth of Indian economy. They are instrumental in driving the demand for various consumer electronic devices including televisions.

In addition to the Indian Middle Class, a majority of Indian population lives in villages and small towns, where the standard of living and disposable income is lower than that of the population living in Metros and Tier I & H Cities. The level of penetration of electronic industries in villages and small towns are quite low (well below world average) due to various factors including level of disposalable income and availability of electricity. Over a period of time with the efforts of the Government the issue of availability of electricity and other infrastructure have greatly improved along side the quantum of income. This will provide opportunities for companies to expand their reach.

The volume in Indian consumer durable segment includes large chunk of color televisions (traditional CRT based Televisions) and panel based televisions.

The Indian television market is highly under penetrated compared to other Counties and world average. As per the data of Economic Intelligence Unit, 2013 the penetration of color television is only in 179 per 1000 population.

Demand for CRT based televisions is still there amongst populations living in villages and small towns and the same will continue to be there for some more years. However, due to unfriendly business scenario all the manufacturers in the organized sector into manufacturing color picture tube based televisions have either discontinued or scaled down the manufacturing over the last 2/3 years. This has resulted in shutting off of manufacturing process of color picture tubes as well, a vital component in the manufacturing of CRTs.

Most of the color televisions being manufactured in India at current juncture are primarily by unorganized sector and they depend heavily on imported equipments and parts coming from China, Thailand etc or equipments & parts retrieved from old televisions sets.

The market for CRT Color TV in India was in the range of 13/15 million units till 3/4 years back. At present, only in India, the population of total CRT TV sets would be in the range of 100 millions in numbers.

Typically, the life of a CRT Color TV is approximately 8000 hours, which can safely be translated in to a life of 7/8 years.

The market scenario drastically changed with the advent of new technologies and LCD TVs made a inroad into the households in India, However, despite growing demand of LCD based televisions, CRT based televisions are still being in demand in India and they are continued to be bought & sold. With the absence of organized players, the manufacturing, refurbishing of CRT based Color TV has become a cottage industry, with unorganized players in the market with very small exposures and limited resources. Primarily, these players are dealing with old TV sets, wherein the old TV sets are being purchased, the picture tubes get reconditioned/refurbished and few parts being replaced. This process makes the old TV set as good as new with a life of approximately 7/8 years again. At present, the TV market for refurbishing of old TVs appears to be about 2.5 million (in numbers) per annum, primarily of 14" picture tubes. In the absence of organized player, the market is yet to be fully explored/ exploited.

The Company intends to enter into this market and fill up the vacuum created due to the absence of organized player(s) subject approval of Statutory Authorities and all Stakeholders.

STATUS OF SICKNESS UNDER BIFR

As reported in earlier year, on account of continuous losses, the net-worth of the company was fully eroded at the end of the financial year 31^st March, 2012. Accordingly, Company made a reference to the Board for Industrial and Financial Reconstruction (BIFR) as required under the provisions of section 15(1) of Sick Industrial Companies (Special Provisions) Act, 1985 (SICA) .

Hon’ble BIFR vide its Order dated 03.12.2014 has declared the Company as a Sick Industrial Company u/s 3 (l)(o) of SICA and has also appointed ICICI Bank Limited as Operating Agency.

The process for revival/rehabilitation of the company is underway in line with prescribed procedure and rules under SICA. The Draft Rehabilitation Scheme is under preparation and the same will be submitted to the Operating Agency and BIFR shortly.

SUBSIDIARY COMPANIES

The Company has two subsidiary companies viz. Paramount Capfin Lease Private Limited and Bluebell Tradelink Private Limited.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered - Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available for inspection.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with Accounting Standard (AS 21) read with Accounting Standard (AS-23) on accounting for investment in associates issued by the Institute of Chartered Accountants of India are attached whch fonn part of the Annual Report.

During the year under review, no Company has become or ceased to be a subsidiary of the Company. A statement containing the salient features of the financial position of the subsidiary companies in Form AOC.l is attached to accounts as per Annexure A.

PERFORMANCE OF SUBSIDIARIES

Paramount Canfin Lease Private Limited

The Company ended the current financial year with revenue of Rs. 0.02 lacs previous year Nil and total expenditure of Rs. 0.36 lacs (previous year Rs. 0.32 lacs). The Company ended the current year with net loss of Rs. 0.35 lacs (previous year loss of Rs. 16.58 lacs).

Bluebell Tradelink Private Limited

The Company has not yet commenced its operations and thus has not generated any revenue. During the 3ear under review, the Company incurred overheads of Rs. 1.51 lacs as compared to Rs. 1.43 lacs in the previous year.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company neither has made any investments nor has given any loans or guarantees or provided any security during the year under review.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial period under review.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of die Companies Act, 2013 and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting responsibility for each significant risk.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

Commensurate with the size and nature of its business, your company has proper system & internal control which ensure acceptable utilization of resources and reliable financial reporting and ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

DIRECTORS

Appointment of Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Satish K Kaura, Director is liable to retire by rotation at the 29^th Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

In terms of Section 149 and 161 of the Companies Act, 2013 and Articles of Association of the Company the Board of Directors in their meeting held on 30^th March, 2015 have appointed Mrs. Alka Kaura as an additional Director. Mrs. Alka Kaura has been appointed as an woman Director in terms of the provisions of Section 149(1) of the Companies Act, 2013. She holds the office upto the date of ensuing Annual General Meeting. Pursuant to Section 160 of the Companies Act, 2013 the Company has received a notice in writing from a member of the Company proposing his candidature for the office of Independent Director. Your Directors recommend her appointment for your approval.

Brief resume of the above Directors, nature of their experience and expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Notice convening the 29^th Annual General Meeting and forms part of this Report.

Governance Guidelines

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in- depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

Criteria for Determining Qualifications. Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement.

hi dependence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director’ if he/ she meets with the criteria for ‘Independent Director⁵ as laid down in the Act and Clause 49 of the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Board’s functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. In addition, the Chairman was also evaluated on key aspects of his role, including setting the strategic agenda of the Board, encouraging active engagement by all Board members and motivating and providing guidance to the Managing Director & CEO.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

REMUNERATION POLICY

The Manager/Executive Directors are paid remuneration approval by Board of Directors on the recommendation of remuneration committee. The remuneration so approved is subject to approval by shareholders and such authorities as the case may be. At present the Directors/Kay Man Persons do not draw any remuneration.

BOARD AND COMMITTEE MEETINGS

During the year under review the Directors of the Company met 4 times.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they 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 affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the parameter as prescribed under the Companies Act, 2013 and relevant Rules thereof.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adequate mechanism to address and act upon complaints, if any.

During the year under review the Company neither have any woman employee nor has received any complaint of sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adequate systems, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy.

AUDITORS & AUDIT REPORT

The Auditors of the Company M/s. S.S.Kothari Mehta & Co., Chartered Accountants, New Delhi, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 139 & 141 of the Companies Act, 2013. The Board of directors recommends their appointment, as Statutory Auditors for the next from the conclusion of the ensuing 29^th Annual General Meeting upto the conclusion of 31^st Annual General Meeting of the company for your approval.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory. Further, explanations with regard to the observations/qualifications of the Auditors’ are as under :

(a) The Company is taking necessary steps to streamline the restructured operations of some of the manufacturing facilities. Thus, the Company feels that it can operate as "Going Concern" in foreseeable future.

(b) The Company will obtain the balance confirmation and reconciliation thereof from creditors/debtors in due course.

(c) During the year, the fixed assets of the Company were not verified by the management. However, the management does not expect any major discrepancy.

(d) Due to suspension of operations in all the locations the physical verification of inventory could not be done on March 31, 2015, However, the management is of the view that there are not any major discrepancies in inventory.

(e) The Company has not booked the statutory liabilities on the provision for expenses made during the year as the quantum of exact statutory liability can not be ascertained in the present scenario.

(f) The statutory payments will be cleared on availability of the funds with the company.

(g) With regard to provisions of clause 35 of listing agreement (submission of shareholding pattern) and requirements of SEBI circular no. D & CC/ FITTC/CIR-16/2002 dated 31.12.2002 regarding Reconciliation of Share Capital Audit Report, for the quarter ended 31^st December 2013. The same has been complied with, the company has already filed the same reports with the stock exchanges. The company has also given representation to the stock exchange with regard to cause of delay and waiver of penalty.

(h) The company has been declared as a Sick Industrial undertaking by BIFR, Further there is no significant business activities justifying appointment of CFO, however the company has been scouting the market for an qualified chartered accountant to be appointed as CFO of the company. Company expects to comply with the provisions of Companies Act, 2013 expeditiously.

(i) In the view of the management the share application money of Rs. 30 crs. not refundable and doesn’t fall in the category of deposit in pursuant to section 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 and relevant amendment Rules 2014. The warrants/shares have not been allotted to the applicant due to absence of requisite approval of the stock exchanges for which application had submitted.

(j) The performance of the Company in the last few quarters has been impacted due to liquidity constraints resulting from lower sales volume in the domestic and international market. During the earlier years, operations at all the locations have been suspended due to severe financial constraints. In view of the present scenario of Color Picture Tube business, the management is of the view that the existing demand of CPT can be serviced by operating some of the manufacturing facilities of the Company after approval of rehabilitation/revival scheme of BIFR. Accordingly the Company’s financial statements have been prepared on a going concern basis whereby realization of assets & discharge of liabilities are expected to occur in the normal course of business.

(k) The company has provided for diminution in value of long term investments on the basis of applicable accounting standards. In respect of investment in Samtel Glass Ltd. (SGL) the management has the opinion that the realisation value of immovable properties of SGL will be much higher than the admitted liabilities. Thus the long term value of the equity shares of SGL are expected to be higher and diminution of value at this stage is not called for.

(l) Consequent to the declaration of NPA by the Lenders banks all the bank accounts have been declared non operative. Hence thereafter there have been no transactions in the said bank accounts.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Mrs. Alka Juneja, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure B.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory. Further, explanations with regard to the observations/qualifications of the Auditors’ are as under :

1- The company has been declared as a Sick Industrial undertaking by BIFR. Further there is no significant business activities justifying appointment of CFO, however the company has been scouting the market for an qualified chartered accountant to be appointed as CFO of the company. Company expects to comply with the provisions of Companies Act, 2013 expeditiously.

2. The company has a Vigil mechanism policy however the same will be adopted by the Board in terms of the provisions of Companies Act, 2013.

3. The company is a Sick Industrial undertaking thus no payments can be made without the permission of Board for Industrial and Financial Reconstructions (BIFR).

4. E-voting facilities are being made available to the members of the company.

5. All compliances towards listing agreement barring payment of listing fee has been made.

6. The web site of the company will be available shortly.

DECLARATION UNDER CLAUSE 49 OF THE LISTING AGREEMENT

All Directors and Senior Management Executives of the Company have affirmed compliance with the Code of Conduct for Board Members and Senior Management executives for the period April 1, 2013 to March 31, 2015.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance alongwith necessary Certificates and Report on Management Discussion & Analysis are enclosed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section 164 of the Companies Act, 2013. All the Directors have made necessary disclosures as required under various provisions of the Companies Act and Clause 49 of the Listing Agreement.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed as Annexure C.

PARTICULARS OF EMPLOYEES AND REMUNERATION

None of the employees of the Company is in receipt of remuneration equal to or in excess of the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed as Annexure D.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from banker, business partners and other stakeholders.

	On behalf of the Board of Directors
	Sd/-
	Satish K Kaura
	Chairman & Managing Director
New Delhi
May 30t!l 2015

ANNEXURE A TO THE DIRECTORS’ REPORT

FORM AOC.l

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

[Pursuant to first proviso to sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]

Part "A" : Subsidiaries Part "B": Associates

(Rs. in Lacs)

SI. No.	Particulars	Name of the Subsidiary
		Bluebell Tradelink Private Limited.	Paramount Capfin Lease Private Limited
1.	Reporting period for the subsidiary concerned, if different from the holding company’s reporting period	NA	NA
2.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.	NA	NA
3.	Share capital	4.55	200.00
4.	Reserves & surplus	0.00	84.26
5.	Total assets	20.19	3.78
6.	Total Liabilities	15.64	70.50
7.	Investments	0.00	350.98
8.	Turnover	0.00	0.00
9.	Profit before taxation	0.00	0.35
10.	Provision for taxation	0.00	0.00
11.	Profit after taxation	0.00	0.35
12.	Proposed Dividend	0.00	0.00
13.	% of shareholding	100.00%	100.00%

Notes:

1. Reporting period and reporting currency of the above subsidiaries is the same as that of the Company.

ANNEXURE B TO THE DIRECTORS’ REPORT

Form MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST March, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No, 9 of the Companies . (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

Samtel Color Limited

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Samtel Color Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by Samtel Color Limited for the financial year ended on 31 st March, 2015 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv. The Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of the FDI and ODI. As explained to us, there were no FDI, OCI and External commercial Borrowings.

v. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘ SEBI Act’) viz.

a. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

b. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

vi. and other applicable laws to the extent applicable on the Company : NIL as the Company has discontinued its operations

We have also examined compliance with the applicable clauses of The Listing Agreements entered into by the Company with the Stock Exchange in India.

We report that during the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines mentioned above except as being mentioned hereunder in relevant clause

I further report that, there were no actions/events in pursuance of:

a) The Securities Exchange Board Of India (Issue and Listing of Debt Securities) Regulations, 2008;

b) The Securities Exchange Board Of India (Delisting of Equity Shares) Regulations, 2009;and

c) The Securities Exchange Board Of India (Buyback Of Securities) Regulations, 1998;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

e) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

Requiring compliance thereof by the company during the financial year and the secretarial standards issued by The Institute of Company Secretary of India were not applicable during the year.

We further report that, the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this audit since the same have been subject to review by Statutory Auditors and other designated professionals.

We have examined following non-compliance by the Company under Companies Act 2013 ^•

• It is reported that The Vigil mechanism as required under Companies Act 2013 is not maintained by the Company.

• The company has defaulted in repayment of its loan and interest thereon.

• The Books of accounts have been maintained at a place other than Registered Office of the Company and it has been explained to us that it has been done under the authority of Board Resolution passed long back in the past.

• For the Financial Year under review, KMP’s have been designated but form MR-1 has not been filed and it has been explained to us that these are earlier appointments (appointment prior to April 2013), MR-1 will be filed in subsequent Appointment.

We have examined following non- compliance Clauses of the Listing Agreement entered by the Company

• E-voting facility has not been provided in AGM held for F Y 2013-14 and thus. Annual Report is not as per Listing Agreement and has not complied with other requirements relating to the Annual General Meeting.

• There has been delay in compliance with the Clause 30, 31, 35A, 38, 17, 55A, 41 etc of Listing Agreement.

• The website of the Company as per provisions of the Listing Agreement is under Construction

We Further Report that due to unavailability of the complete records, we are unable to comment upon the compliance of the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992.

It has been explained to us that the working of various units of the Company has been closed, before the commencing the Financial Year under review and there is no worker on roll and therefore No labour Law is applicable to the company and dues outstanding in the Balance Sheet belongs to past years.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Delhi	Sd/-
Date: 30th May, 2015	Alka Juneja
	M.No.-A35859
	C.P. No.- 13765

Note: This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A’ and forms an integral part of this report.

Annexure A

To,

The Members,

Samtel Color Limited

501, 5th Floor, Copia Corporate Suits,

Plot No. 9, District Centre - Jasola,

Delhi-110025

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit provided to us.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. The compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this audit since the same have been subject to review by statutory Auditors and other designated professionals

5. Where ever required, we have obtained the Management representation about the applicability and compliance of laws, rules and regulations and happening of events etc.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is there responsibility of management. Our examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

	Sd/-
Place: Delhi	Alka Juneja
Date: 30th May, 2015	Practising Company Secretary
	COP: 13765

ANNEXURE C TO THE DIRECTORS’ REPORT j

[Pursuant to Section 134 (3) (m) of The Companies Act, 2013 read with Rule 8 (3) of The Companies (Accounts) Rules, 2014]

(A) CONSERVATION OF ENERGY

(i) Steps Taken or Impact on Conservation of Energy:

All the production/manufacturing operations of the Company have been shut down. Thus, there has been no production activity during the year under review.

(ii) Steps taken by the Company for utilizing alternate sources of Energy: None

(iii) Capital Investment on Energy Conservation Equipments: None

(B) TECHNOLOGY ABSORPTION

(i) Efforts made towards Technology Absorption:

There were no R & D activities carried out by the Company during the year under review.

(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:

Since no R & D activities was carried out there have been no consequent benefits

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): None j

(a) the details of technology imported: The Company has not imported any technology during !: the last three financial years.

(b) the year of import: Not Applicable :

(c) whether the technology has been fully absorbed: Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

(iv) Expenditure incurred on Research and Development:		Rs. In Lacs
	2014-15	2013-14
Capital expenditure	Nil	Nil
Revenue expenditure *	Nil	Nil
Total R&D expenditure as a percentage of net sales	N/A	N/A

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

		Rs. in Lacs
	2014-15	2013-14
1. Foreign Exchange Earned	Nil	Nil
2. Outgo of Foreign Exchange	Nil	Nil