Samtel India Ltd Directors Report

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 2023-24.

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, 2024 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, 2024 none of the Directors of the Company except the following, held shares or convertible instruments of the Company

Company Performance

During the financial year under review, the Company registered Revenue / other income of Rs. 42.45 lakhs as against Revenue / other income of Rs. 16.51 lakhs and Company ended the financial year with net loss of Rs. 2.25 lakhs as against net profit of Rs. 72.23 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 has completed process of 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 has also issued by the Registrar of Companies, NCT of Delhi on 12th Feburary, 2024 for new CIN of the company viz. CIN: L31909DL1981PLC426653.

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 2023-24, 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 2023-24. 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 42nd Annual General Meeting of the Company and being eligible, offers herself for re-appointment. The Board recommends her re-appointment. Brief resumes of Mrs. Alka Kaura have been provided as an Annexure to the Notice convening the Annual General Meeting.

In pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 (‘the Act) read with Schedule IV of the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014 and other applicable provisions of the Act [including any statutory modification(s) or re-enactment(s) thereof] and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), as amended from time to time, Mr. Rajesh Kumar Bhalla (DIN: 07784556), who was re-appointed as an Director in the category of Independent Director of the Company by the Board of Directors at their meeting held on 14th February, 2024 and who being eligible for re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, is re-appointed as an Independent Director of the Company for a further term of 5 years effective from 25^th March, 2024, not liable to retire by rotation, to hold office upto 25th March, 2029.

In pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 (‘the Act) read with Schedule IV of the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014 and other applicable provisions of the Act [including any statutory modification(s) or re-enactment(s) thereof] and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations), as amended from time to time, Mr. Dhruv Sethi (DIN: 08558395), who was appointed as an Independent Director of the Company effective from 01.10.2019 and whose term of 5 years ends on 30.09.2024 and who has been recommended by the Nomination and Remuneration Committee (NRC) and the Board of Directors for re-appointment and who being eligible for re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, be and is re-appointed as an Independent Director of the Company, not liable to retire by rotation for a further period of 5 years effective from 01.10.2024, to hold office upto 1^st October, 2029.

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, she has resigned from the her post on 10th July, 2024 the company has filed its intimation to Office of Registrar of Companies. 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

Management representatives has informed us that requisite remedial steps are being undertaken and thus our report is qualified to the extent that till date the suspension has not been revoked. Beside BSE has vide its order dated 05.01.2024 and advised company to comply by 05.05.2024 the conditions for reinstatment of equity shares of the company on stock exchange, and on 08.05.2024 vide its public notice the equity shares of the company have been delisted from the stock exchange. BSE has also fixed the price of equity shares @ Rs. 2,85 per share to buy back by the company. Company preferred an appeal before SAT of SEBI.

The appeal was accepted vide its order dated 23.07.2024 and direction has been given to the BSE not to take any coercive action against the company. Since the matter is pending before SAT of SEBI.

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 6 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, 2024 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 Order dated 08.05.2024 has delisting the equity shares of the Company from the Stock Exchange, Company has preferred an appeal against the action of the BSE and appeal is since pending before SAT of SEBI with regard to restoration of the listing of equity shares of the company at BSE.

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 40^th Annual General Meeting, to hold office for a further period of 5 years i.e. from the conclusion of 40^th Annual General Meeting till the conclusion of 45^th 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 2023-24 was carried out by Mr. Vinod Goyal of M/s V 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 :

The listing fee was not paid due to the non-availability of fund with the company. The Company was in discussion with the Stock Exchange for settlement of dues and resumption of trading of the equity shares.

BSE vide its order dated 08.05.2024 passed on delisting of equity shares of the company from stock exchange, Company has preferred an appeal against said order of delisting 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, 2023 to March 31, 2024.

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, 2024 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 cooperation.

On behalf of the Board of Directors