Samtel (India) Ltd Directors Report.

To the Members of Samtel India Limited

Your Directors have pleasure in presenting the Thirty Nineth Annual Report on the business and operations of the Company together with the audited financial results for the financial year ended March 31, 2021.

Financial Results

(Rs in Lacs)
Particulars Financial Year 2020-21 Financial Year 2019-20
Revenue from operations (Gross) 0.00 29.99
Less : Excise Duty 0.00 0.00
Revenue from operations (Net) 0.00 29.99
Other Income 2.09 2.08
Profit/ (-) Loss before Interest, Depreciation and T ax 2.09 3.30
Interest 5.29 5.59
Depreciation 0.00 0.00
Profit/(Loss) after Tax (8.27) (8.33)
Provision for Tax Nil Nil
Deferred Tax Assets Nil Nil
Profit /(Loss) for the year (8.27) (8.33)

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

Dividend

Your Directors do not recommend any dividend for the financial year ended 2020-21.

Change in Nature of Business

There is no change in the nature of business of the Company.

Material Events Occurring after Balance Sheet Date

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of financial year to which the balance sheet relates and the date of this report.

Share Capital

The paid up Equity Share Capital as on 31st March, 2021 was Rs. 708.42 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.

As on March 31, 2021 none of the Directors of the Company except the following, held shares or convertible instruments of the Company

Name of the Director Equity Shares Held
Mr. Satish K Kaura 38067
Mrs. Alka Kaura 8273

Company Performance

During the financial year under review, the Company registered Revenue / other income of Rs. 2.09 lakhs as against Revenue / other income of Rs. 3.30 lakhs. The Company ended the financial year with net loss of Rs. 2.16 lakhs as against net loss of Rs. 8.33 lakhs during the previous financial year.

As reported earlier, the Companys business of supply of man power suffered a severe setback due to rapid atomization of manufacturing process by big industrial houses and closing down of small industrial units due to lack of business and high cost of operations. Further, the Companys efforts to enter into manufacturing activities has not yielded any positive results. Therefore, to sustain and take the Company forward, your Directors are exploring options of trading and have made a beginning in last couple of years. However, the continuing epidemic since March, 2020 has severely impacted the efforts of the Company to increase its foothold in the trading business. Your Directors are hopeful of better business environment and liquidity so as to achieve a better performance during the current financial year..

Future Outlook

Considering the present market scenario in electronic industry, your Directors are of the view that there is considerable scope in trading of electronic items. Your Directors are hopeful that the trading activities will bring good business opportunities and better financial results in the years to come.

Erosion of Net-Worth

Due to continuing losses, the net-worth of the company had got completely eroded.

Subsidiary Company

Your Company does not have any subsidiary company. Form AOC 1 is given as per Annexure A 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 financial year under review.

Deposits

During the financial year 2020-21, your Company has not invited or accepted any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms 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 the Companies Act, 2013 and Listing Obligations & Disclosure Requirements (LODR). It establishes various levels of accountability and overview within the Company, while vesting responsibility for each significant risk.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Companys internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companys policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

DIRECTORS

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 the tenure of Mr. Satish K Kaura as Managing Director of the company will expired on 08.11.2021 and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Board has recommended his re-appointment as Managing Director of the company in the Board meeting held on 13th August, 2021 for a period of further 5 years effective from 09.11.2021 and the same will be recommended for the approval at the 39th Annual General Meeting of the Company

The Notice convening the Annual General Meeting includes the proposal for re-appointment of Mr. Satish K Kaura (DIN 00011202) as a Managing Director without any remuneration for a consecutive terms of 5 years effective from Nov. 9, 2021 pursuant to the provisions of Section 196 and read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force).

Your Directors recommends his appointment as Managing Director of the Company for a further period of 5 years effective from November 9, 2021.

Brief resumes of Mr. Satish K Kaura have been provided as an Annexure to the Notice convening the Annual General Meeting.

All independent directors of your company have given declarations confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

KEY MANAGERIAL PERSONNEL (‘KMP)

In terms of Section 203 of the Act, the following are the KMPs of the Company:

Mr. Satish K Kaura - Managing Director Ms. Bhavika Sharma - Company Secretary Mr. Anurag Minhas- Chief Financial Officer

Mr. Anurag Minhas has been appointed as Chief Financial Officer of the company in place of Mr. Sanjeev Sahajpal who has resigned from the post of CFO w.e.f. May 25, 2021.

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.

Listing

The equity shares of your Company continues to be listed on BSE Limited. The share price was not quoted at the stock exchange due to penal action imposed by the BSE Limited on account of non-compliances with regard to non payment of listing fee.

Compliance of the Secretarial Standard issued by ICSI

The Board confirms that, during the period under review, the Company was in compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

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 indepth 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 SEBI (LODR) Regulations 2015 and as per the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director if he/ she meet with the criteria for ‘Independent Director as laid down in the Act and SEBI (LODR) Regulations 2015 and as per 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 Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken an evaluation of its own performance, the performance of its Committees and of all the individual Directors based on various parameters relating to roles, responsibilities and obligations of the Board, effectiveness of its functioning, contribution of Directors at meetings and the functioning of its Committees. The Directors expresses their satisfaction with the evaluation process.

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.

Code of Conduct for Prevention of Insider Trading

The Company has adopted the Insider Trading Policy of the Company in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedure to be followed and disclosure to be made while dealing with shares of the Company, as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting and maintain highest ethical standards of dealing in Company securities.

REMUNERATION POLICY

At present the Managing Director of the Company does not draw any remuneration. None of the Directors of the Company as an austerity measure receives any sitting fee or other emoluments.

BOARD AND COMMITTEE MEETINGS

During the year under review the Directors of the Company met 5 times.

The intervening gap between the Meetings was within the period prescribed under the

Companies Act, 2013.

During the year under review, the Audit Committee comprised of 3 (three) Members out of which 2 (two) were Independent Directors and 1 (one) was a Non-Executive Non-Independent Director. During the year, 4 Audit Committee Meetings were held, details of which are provided in the Corporate Governance Report.

There have been no instances during the year when recommendations of the Audit Committee were not accepted by the Board.

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 for the financial year ended March 31, 2020 the applicable accounting standards have been followed and that there are no material departures;

(ii) that the Company has 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) that the Company has taken proper and sufficient care for the maintenance of adequate accounting records in 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) that the annual accounts have been prepared on a going concern basis;

(v) that proper internal financial controls to be followed by the Company have been put in place and that such internal financial controls are adequate and are operating effectively;

(vi) that systems to ensure compliance with the provisions of all applicable laws have been put in place 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 has 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 formulated a Whistle Blower/Vigil Mechanism Policy to provide Vigil Mechanism for all concerned including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 179(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS & AUDIT REPORT

M/s. R. Sharma & Associates, Chartered Accountants (Regd. No. 003683) , Statutory Auditors of the Company hold office upto the conclusion of the 40th Annual General Meeting, who were appointed in the 35th Annual General Meeting to hold office until the conclusion of 40th Annual General meeting.

The requirement to place the matter related to appointment of Statutory Auditors for ratification by members at every annual general meeting is done away with vide notification dated May 07, 2018 issued by Ministry of Corporate Affairs, Government of India. Accordingly, no resolution is proposed for ratification of appointment of Statutory Auditors.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the financial year 2020-21 was carried out by Mr. Jatin Gupta of M/s Jatin Gupta & Associates, New Delhi, a Company Secretaries in Practice. The Secretarial Audit Report is annexed as Annexure B.

Explanations with regard to the observations/qualifications of the Auditors are as under :

1. The listing fee has not been paid due to the non-availability of fund with the company. The Company intends to approach the Stock Exchange for settlement of dues and other compliances, if any, once the proposed commercial/trading activities earn sufficient revenue/profit and there is available liquidity with the company.

2. The capital reconciliation report could not be submitted for the last 3 quarters, due to non availability of beneficiary data from CDSL. Our application for change of RTA is

pending with CDSL and pending approval CDSL choose to discontinue with sharing the beneficiary data. The matter has already been taken up with the higher authority in CDSL directly /through RTA. Reports will be filed once CDSL furnish the data to company.

DECLARATION UNDER SEBI (LODR) REGULATION 2015 & THE LISTING AGREEMENT

All Directors of the Company have affirmed compliance with the Code of Conduct for Board Members and Senior Management executives for the period April 1, 2020 to March 31, 2021.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the SEBI (LODR) Regulations 2015 & the Listing Agreement with the Stock Exchange.

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 & SEBI (LODR) Regulations 2015 & 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 SEBI (LODR) Regulations 2015 & 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, an extract of Annual Return for the financial year ended March 31, 2021 in MGT -9 is attached as "Annexure -" to this Report.

ACKNOWLEDGEMENT

Your Directors wish to thank all the stake holders of the Company for their continued support and co-operation.

On behalf of the Board of Directors
Sd/-
Satish K Kaura
Chairman & Managing Director
New Delhi
August 13, 2021