To the Members of Samtel India Limited
Your Directors have pleasure in presenting the Forty First Annual Report on the
business and operations of the Company together with the audited financial results for the
financial year ended March 31, 2023.
Financial Results (Rs in Lacs)
Particulars |
Financial Year 2022-23 |
Financial Year 2021-22 |
Revenue from operations (Gross) |
0.00 |
0.00 |
Less : Excise Duty |
0.00 |
0.00 |
Revenue from operations (Net) |
0.00 |
0.00 |
Other Income |
16.51 |
2.16 |
Profit/ (-) Loss before Interest, Depreciation and Tax |
16.51 |
2.16 |
Interest |
5.58 |
5.32 |
Depreciation |
0.00 |
0.00 |
Sales Tax Provisions Written Back |
(75.06) |
0.00 |
Profit/(Loss) after Tax |
72.23 |
(10.29) |
Provision for Tax |
Nil |
Nil |
Deferred Tax Assets |
Nil |
Nil |
Profit /(Loss) for the year |
72.23 |
(10.29) |
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 2022-23.
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, 2023 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, 2023 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. 16.51 lakhs as against Revenue / other income of Rs. 2.16 lakhs and Company ended
the financial year with net profit of Rs. 72.23 lakhs as against net loss of Rs. 10.29
lakhs during the previous financial year.
The manufacturing activities of the Company was closed in 2003-04 due to technology
obsolescence. Thereafter, after the business of the Company of dealing with color picture
tubes and man power supply also suffered setbacks in 2012- 13. Since, then all the
efforts of the Company to revive its business activities have not been successful for
various factors including liquidity crunch. Post Covid, the Board and Management of the
Company are making renewed efforts to explore new business avenues and are quite hopeful
of turning around the Company in the near future.
Future Outlook
Considering the present market scenario in electronic industry, particularly in
electronic displays, your Directors are of the view that there is considerable scope in
venturing into trading as well as manufacturing of displays. And other electronic items.
Hence, efforts are being streamlined in that directions.
Shifting of Registered Office
In line with the aforesaid objective and to have a better administrative management in
the affairs of the Company, Members approval was sought for shifting of the Registered
Office of the Company from the State of Rajasthan to NCT of Delhi. The said proposal was
approved by the members at the 40th Annual General Meeting held on 30th
September, 2022. The petition of the Company seeking confirmation/approval of the
Government of India for shifting of the Registered Office as aforesaid, was approved by
the Regional Director (North West), Ministry of Corporate Affairs, Government of India
vide his Order dated June 23, 2023. The Company is in the process of completing all the
remaining statutory/regulatory formalities to give effect to the aforesaid Order.
In compliance of the approval of Members of the Company and the Order of Regional
Director (North West), Ministry of Corporate Affairs, Government of India, the Board of
Directors n 11th July, 2023 have approved to shift the Registered Office of the
Company at 1212, 12th Floor, 43 Chiranjiv Tower, Nehru Place, New Delhi 110019.
On completion of all statutory filings and formalities, a fresh certificate of
incorporation will be issued by the Registrar of Companies, NCT of Delhi.
Pending, issuance of fresh certificate of incorporation, the Board of Directors are of
the view that the order of Regional Director (North West), Ministry of Corporate Affairs,
Government of India for all practical purpose has effectively approved the shifting of the
registered office of the Company. Hence, effective from the date of the Board approval on
July 11, 2023 the Registered Office of the Company stands shifted to NCT of Delhi.
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 2022-23, 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
The Company has not entered into any transaction as defined u/s 188 of the Companies
Act, 2013 with any Related Party during the financial year 2022-23. The Company has
adequate policy and mechanism to ensure that all Related Party Transactions that will be
entered into by the Company would be 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 Company has adequate internal control system commensurate with size and nature of
its business. Directors
In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs.
Alka Kaura, Director (DIN 00687365) is liable to retire by rotation at the 41st
Annual General Meeting of the Company and being eligible, offers herself for
re-appointment. The Board recommends her reappointment.
Brief resumes of Mrs. Alka 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
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 continue 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. The company is in
discussion with BSE Ltd. for revocation of suspension and resumption of trading of its
equity shares.
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 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 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 as amended
from time to time. 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,
2023 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 profit 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. However, the Bombay
Stock Exchange Limited vide its Notice dated 4th July, 2023 has called upon the
Company to put forward its submissions before the Delisting Committee against the proposed
compulsory delisting of equity shares of the Company. The meeting of the delisting
committee has not been scheduled yet.
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 were re-appointed as Statutory Auditors by the Members of Company
at the 40th Annual General Meeting, to hold office for a further period of 5
years i.e. from the conclusion of 40th Annual General Meeting till the
conclusion of 45th Annual General Meeting.
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 2022-23 was carried out by Mr. Vinod Goyal of M/s Vinod Goyal & 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 is in discussion with the Stock Exchange for settlement of dues and
resumption of trading of the equity shares.
2. With regard to suspension of equity shares of the company at BSE Ltd. , the company
is in discussion with BSE Ltd. for revocation of suspension of its equity shares at the
Stock Exchange. Your Directors are hopeful of resolving the issue during the current
financial year.
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, 2022 to March 31,
2023.
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, 2023 in MGT -9 is attached as “Annexure -“D” to this Report.
Acknowledgement
Your Directors wish to thank all the stake holders of the Company for their continued
support and cooperation.
|
On behalf of the Board of Directors |
|
Sd/- |
|
Satish K Kaura |
New Delhi |
Chairman & Managing Director |
August 14, 2023 |
|
+91-9892691696
