TO
THE MEMBERS
The Directors of your Company are pleased to present herewith the 30th
(Thirtieth) Annual Report on the business and operations of the Company along with the
audited Financial Statements for the financial year ended 31st March, 2023.
FINANCIAL HIGHLIGHTS
Key aspects of Financial Performance of the Company for the year ended 31st
March, 2023 are tabulated below pursuant to the provisions of Companies (Accounts) Rules,
2014.
(Rupees in Lacs)
PARTICULARS |
Financial Year 2022-2023* |
Financial Year 2021-2022* |
| A. Revenue from Operations |
- |
0.64 |
| B. Other Income |
71.59 |
6.94 |
| C. Total (A + B) |
71.59 |
7.58 |
| D. Profit / (Loss) before Exceptional Items and Tax |
(469.99) |
(304.94) |
| E. Exceptional Items/Loss Discontinuing Operations |
- |
- |
| F. Profit / (Loss) Before Tax |
(469.99) |
(304.94) |
| G. Less: Tax |
17.12 |
59.12 |
| H. Net Profit (F G) |
(487.11) |
(364.06) |
| I. Other Comprehensive Income / (Loss) |
1.70 |
25.79 |
| J. Total Comprehensive Income (H + I) |
(485.41) |
(338.27) |
*Figures are as per IndAS
STATE OF AFFAIRS OF THE COMPANY
During the financial year ended 31st March 2023, your Company, on a
standalone basis, reported no Revenue from Operations, in contrast to the Rs. 0.64 Lacs
generated in the preceding financial year ending on 31st March, 2022. The Net Loss for
your Company in the financial year concluding on 31st March, 2023 amounted to Rs. 487.11
Lacs, an increase from the Loss of Rs. 364.06 Lacs incurred in the financial year ending
on 31st March, 2022.
For comprehensive insights into the Companys state of affairs, refer to the Management
Discussion and Analysis Report ("MDAR") forming part of this Annual Report.
SHARE CAPITAL
The Authorized Share Capital of your Company as on 31st March, 2023 stands at Rs. 75
Crore divided into 5 Crore Equity Shares of Rs. 10/- each and Rs. 25 Lacs Redeemable
Preference Share of Rs. 100/- each. The Paid-up Share Capital of your Company is Rs.
11,27,00,000/- divided into 1,12,70,000 Equity Shares of Rs. 10/- each, fully paid-up.
DIVIDEND
No Dividend was declared for the current financial year due to consistent losses
incurred by the Company.
TRANSFER TO RESERVES
Due to the losses incurred by the Company in the financial year 2022-23, there are no
profits available for allocation to the
General Reserve.
SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANY
The Company had no Subsidiary, Associate or Joint Venture Company during the reporting
period.
Previously, the Company possessed a foreign subsidiary named Shyam Telecom Inc., which
was established under the provisions of the State of Delaware. However, it had been
dissolved with effect from 22nd December, 2015. Accordingly, the requirement to prepare
and annex the Consolidated Financial Statements is not applicable to the Company.
DEPOSITS
During the year under review, your Company has not accepted any deposit within the
meaning of the provisions of Section
73 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits)
Rules, 2014 or any amendment thereto.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Companys Board is duly constituted and is in compliance with the requirements of
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 ("Listing Regulations") and the Composition of the same are
detailed herein below:
S. No. Name of Directors |
Designation |
| 1. Mr. Rajiv Mehrotra |
Chairman and Director |
| 2. Mr. Ajay Khanna |
Managing Director |
| 3. Mr. Alok Tandon |
Non-Executive Director |
| 4. Mr. Arun Kumar Khanna |
Non-Executive Director |
| 5. Mr. Vinod Juneja |
Independent Director |
| 6. Mr. Rakesh Malhotra |
Independent Director |
| 7. Ms. Nishi Sabharwal |
Independent Woman Director |
| 8. Ms. Chhavi Prabhakar |
Independent Woman Director |
During the financial year 2022-23, the Board of Directors duly met 4 (four) times i.e.,
on 26th May, 2022, 9th August, 2022, 10th November, 2022 and 8th
February, 2023. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013. Details of Board Composition and Board Meetings held during
the financial year 2022-23 have been provided in the Corporate Governance Report which
forms part of this Annual Report.
In accordance with Section 152(6) of the Companies Act, 2013, the period of office of
at least two third of total Directors of the Company shall be liable to retire by
rotation, out of which atleast one third Directors shall retire at every Annual General
Meeting. Hence, this year, Mr. Ajay Khanna, (DIN -00027549) and Mr. Rajiv Mehrotra
(DIN-00035766), Directors of the Company, retires from the Board by rotation and being
eligible, offers themself for re-appointment. The Board proposed and recommended their
re-appointment in the Notice of 30th Annual General Meeting which forms part of
this Annual Report.
The disclosures of Directors being recommended for appointment/re-appointment as
required pursuant to Regulation 36 of the Listing Regulations and Secretarial Standard-2
are contained in the Notice of ensuing Annual General Meeting of the Company. Appropriate
resolutions seeking shareholders approval for the appointment/re-appointment of Directors
are included in the Notice of 30th Annual General Meeting which forms part of
this Annual Report.
KEY MANAGERIAL PERSONNEL
In terms of Section 203 of the Companies Act 2013, following are the Key Managerial
Personnel ("KMP") of the Company as on 31st March, 2023:
1. Mr. Ajay Khanna, Managing Director
2. Mr. Vinod Raina, Chief Financial Officer
3. Ms. Kirti Kesarwani, Company Secretary & Compliance Officer
Further, none of the Directors / KMP of the Company are disqualified under any of the
provisions of the Companies Act, 2013 and relevant provisions of Listing Regulations.
INDEPENDENT DIRECTORS
The Independent Directors carried out performance evaluation of Non-Independent
Directors and the Board of Directors as a whole, performance of Chairman of the Company,
the quality, contents and timeliness of flow of information between the Management and
Board, based on the performance evaluation framework of the Company.
Further, the Company has received declarations from all the Independent Directors
confirming and certifying that they continue to meet the criteria of independence as
provided in Section 149 of the Companies Act, 2013 and Regulation 16 of the Listing
Regulations.
In the opinion of the Board, all the Independent Directors fulfill the conditions for
appointment/ re-appointment as an Independent Directors on the Board of the Company.
Further, in the opinion of the Board, all the Independent Directors also possess the
attributes of integrity expertise and experience as required under Rule 8(5) (iii) (a) of
the Companies (Accounts) Rules, 2014.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) & 134 of the Companies Act, 2013 read with Rule 12 of the
Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in
the prescribed Form MGT-7 is available on the website of the Company under the link https://shyamtelecom.com/investor-relations/.
TRANSFER OF SHARES IN RESPECT OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF) AUTHORITY
Details of such Shareholders whose shares are transferred to the IEPF and their unpaid
dividends are available on the website of the Company as well as IEPF Authority.
Shareholder may note that both the Unclaimed Dividend and corresponding shares
transferred to the IEPF including all benefits accruing on such shares, if any. The same
can be claimed back from IEPF following the procedure prescribed in the IEPF Rules.
FAMILIARISATION PROGRAMME MODULE
The Company familiarizes the Independent Directors with a brief background of the
Company, their roles, rights, responsibilities in the Company, nature of the Industry in
which the Company operates, operations of the Company, etc. They are also informed of the
important policies of the Company including the Code of Conduct for Board Members and
Senior Management Personnel. The Familiarization Program Module for Independent Directors
of the Company has been adopted by the Board of Directors. The particulars of
familiarization program for Independent Directors can be accessed on the Companys website
www.shyamtelecom.com in terms of the provisions of Regulation 46(2)(i) of Listing
Regulations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Your Company has established a Vigil Mechanism Program for overseeing the genuine
concerns expressed by the Employees and other Directors. The Company has also provided
adequate safeguards against victimization of Employees and Directors who express their
concerns. The Company has also provided direct access to the Chairman of the Audit
Committee on reporting issues concerning the interests of the Employees.
Your Company believes in the conduct of the affairs in a fair and transparent manner by
adopting highest standards of professionalism, honesty, integrity and ethical behavior. To
develop a culture where it is safe for all Directors and Employees to raise genuine
concerns or grievances, the Company established Vigil Mechanism for Directors and
Employees in pursuance of Regulation 22 of Listing Regulations and Section 177(9) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014.
Further, your Company hereby affirms that no Director/ employee have been denied access
to the Chairman of the Audit
Committee and that no complaints were received during the reporting year.
The Policy on Vigil Mechanism is hosted on the Companys website www.shyamtelecom.com
under the web link https:// shyamtelecom.com/investor-relations/
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints
Committee ("ICC") is in place for all works and offices of the Company to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary and trainees) are covered under this policy.
Further details in respect of aforesaid disclosure are given in Corporate Governance
Report which forms part of this Annual Report.
POLICY ON INSIDER TRADING
Your Company has a Code of Conduct for Prevention of Insider Trading as well as Code of
Practices and Procedures and Code of Conduct to Regulate, Monitor and Report Trading in
Securities and Fair Disclosure of Unpublished Price Sensitive Information with a view to
regulate trading in Securities by the Directors and Designated employees of the Company in
line with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to
time.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provision of Section 134(3)(c) of the Companies Act, 2013, your
Directors, to the best of their knowledge and belief, confirm that:
i) in the preparation of the Annual Accounts for the year ended 31st March
2023, the applicable Accounting Standards read with the requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same.
ii) the Directors have selected such Accounting Policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of the affairs of the Company as at 31st March, 2023 and
of the profit/ loss of the Company for the year ended as on that date;
iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in the accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
iv) the annual accounts have been prepared on a going concern basis.
v) the Directors had laid down Internal Financial Controls which are followed by the
Company and that such Internal Financial Controls are adequate and are operating
effectively.
vi) proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
AUDITORS OF THE COMPANY
a) Statutory Auditor
At the 29th Annual General Meeting held on 27th September, 2022,
the shareholders has approved the appointment of M/s Padam Dinesh & Co., Chartered
Accountants, (Firm Registration No. 016693N), as Statutory Auditor of the Company for the
period of five (5) consecutive years i.e. till the conclusion of 34th Annual
General Meeting to be held in the year 2027.
The Auditors Report for the financial year 2022-23 does not contain any qualification,
reservation or adverse remark or disclaimer. The observations of Statutory Auditor in its
reports on Standalone Financial Statements are self-explanatory and therefore, do not call
for any further comments.
The Auditors Report is enclosed herewith the Financial Statements for the financial
year 2022-23 forming the part of this Annual Report. The Auditor did not report any fraud
during the year.
b) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s
A.N. Kukreja & Co., Company Secretaries, was re-appointed by the Board to undertake
the Secretarial Audit of the Company for the financial year 2022-23. The Secretarial Audit
Report for the financial year 2022-23 as given by M/s A.N. Kukreja & Co. in the
prescribed Form MR-3 is annexed to this Annual Report as Annexure - I. Further,
the Secretarial Audit Report does not contain any qualification, reservations or adverse
remark.
In compliance of Regulation 24A of Listing Regulations, the Company has obtained the
Secretarial Compliance Certificate from M/s A.N. Kukreja & Co., Practicing Company
Secretaries and submitted the same to both the Stock Exchanges i.e. NSE and BSE Limited on
25th May, 2023.
Furthermore, the Board has re-appointed M/s A.N. Kukreja & Co., Practicing Company
Secretaries as Secretarial Auditor of the Company in its meeting held on 27th
May, 2023 to conduct the Secretarial Audit for the financial year 2023-24 in compliance of
Section 204 of the Companies Act, 2013 and the rules made thereunder.
c) Cost Auditor
Maintenance of cost records as specified by the Central Government under Section 148
(1) of the Companies Act, 2013 is not applicable on the Company. Hence, no Cost Auditor is
appointed by the Company.
d) Internal Auditor
Pursuant to the provisions of the Section 138 of the Companies Act, 2013 and on the
recommendation of the Audit Committee, the Board of Directors of the Company were
re-appointed M/s D R & Associates, Chartered Accountants as Internal Auditor of the
Company to conduct internal audit of the functions and activities of the Company for the
financial year 2022-23 and further re-appointed in its Board meeting held on 27th
May, 2023 to conduct internal audit of the functions and activities of the Company for the
financial year 2023-24.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure-II
which forms the part of this Annual Report. None of the Employees listed in the said
Annexure are related to any Director of the Company.
RELATED PARTY TRANSACTIONS
During the financial year ended 31st March, 2023, all transactions with the Related
Party as defined under the Companies Act, 2013 read with Rules framed thereunder were in
the ‘Ordinary Course of Business and ‘at arms length basis. There has been no
materially significant Related Party Transactions having potential conflict with the
interest of the Company.
Pursuant to Section 177 of the Act and Regulation 23 of Listing Regulations, all
Related Party Transactions were placed before the Audit Committee for its approval.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Companys Website. The Details of the Related Party Transactions as required under
Accounting Standard 18 are set out in Note No. 29 to the Financial Statements forming the
part of this Report. The Form AOC- 2 pursuant to Section 134(3) (h) of the Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given as Annexure-III
to this Annual Report.
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with the provisions of Section 134 (3) (m) of the Companies Act, 2013
read with Rule 8 of The Companies (Accounts) Rules, 2014, details pertaining to
conservation of energy, technology absorption, foreign exchange earnings and outgo of the
Company are given herein below:
i. Conservation of Energy
Considering the nature of business of the Company, energy does not form a significant
portion of the cost for the Company yet wherever possible and feasible, continuous efforts
are being put for conservation of energy and minimize power cost. However, Capital
expenditure on energy conservation equipment is not required, keeping in view the normal
energy consumption in the business activity of the Company. Various Steps are being taken
for conservation of energy and using alternate sources of energy, to name a few:
•Advocating switching off lights and ACs when not required, turning off of
PCs when not in on air conditioners etc. to reduce consumption.
• Installed various energy saving electrical devices for saving energy.
• Puts control on usage of other electrical equipments.
ii. Technology absorption
Taking into consideration the nature of Business of Company, No technology is being
used.
iii. Foreign Exchange Earnings and Outgo
There were no Foreign Exchange Earnings of the Company during the financial year
2022-23, as there was no Export
Sales.
RISK MANAGEMENT FRAMEWORK
The Company has taken necessary steps for risk management including identifying risk
which may threaten the existence/ operations of the Company.
MANAGEMENT DISCUSSION AND ANALYSIS
Managements Discussion and Analysis Report ("MDAR") for the year ended 31st
March, 2023, as stipulated under Regulation 34 read with Schedule V of the Listing
Regulations, is presented in a separate section forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company has constituted a Corporate Social Responsibility ("CSR")
Committee to facilitate its CSR related operations in compliance with the provisions of
Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules 2014. As per the relevant provisions of the Companies Act,
2013, the Company is not required to incur any expenditure in pursuance of the CSR policy.
The composition of the CSR Committee of your Company has been provided in the Corporate
Governance Report forming part of this Annual Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
In the opinion of the Board, your Company has in place an adequate system of internal
control commensurate with its size and nature of business. This system provides a
reasonable assurance in respect of providing financial and operational information,
complying with applicable statutes, safeguarding of assets of the Company and ensuring
compliance with
Corporate Policies. M/s D R & Associates, Chartered Accountants was appointed by
the Board as an Internal Auditor of the Company for the financial year 2022-23 and their
Internal Audit Reports are submitted to the Audit Committee of Board quarterly which
reviews and approves performance of internal audit function and ensures the necessary
checks and balances that may need to be built into the control system.
NOMINATION AND REMUNERATION POLICY
In adherence of Section 178(1) of the Companies Act, 2013 and other applicable
provisions if any, of the Companies Act, 2013 read with the Rules issued thereunder and
Regulation 19 of Listing Regulations, the Company is having a Nomination and Remuneration
Policy framed on the recommendations of the Nomination and Remuneration Committee for
determining
Qualifications, Positive Attributes, Independence of a Directors etc.
The salient aspects covered in the Nomination and Remuneration Policy, covering the
policy on appointment and remuneration of Directors and other matters have been outlined
in the Corporate Governance Report forming part of this Annual Report and is also
available on the website of the Company under the link https://shyamtelecom.com/investor-relations/.
CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate
Governance requirements set out by the SEBI. The Company has also implemented several
best Corporate Governance practices as prevalent, globally. As per Regulation 34(3) read
with Schedule V(C) of the Listing Regulations, a Report on Corporate Governance together
with a Certificate from Ms. Soniya Gupta, Practicing Company Secretary confirming
compliance with the conditions of the Corporate Governance is presented in a separate
section titled ‘Corporate Governance forming the part of this Annual Report.
BOARD ANNUAL EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Committees of the Board as a whole and Individual Directors pursuant to the provisions of
the Companies Act, 2013 and Listing Regulations. The performance of the Board was
evaluated by the Board after seeking Inputs from all the Directors on the basis of
criteria such as the Board
Composition and Structure, effectiveness of Board processes, Information and
functioning, etc. The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of criteria such as the composition
of Committees, effectiveness of Committee Meetings, etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India ("SEBI") on January 5, 2017. In a
separate Meeting of Independent Directors, performance of Non-Independent Directors, the
Board as a whole and the Chairman of the Company was evaluated, taking into account the
views of Executive Directors and Non-Executive Directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of
Individual Directors on the basis of criteria such as the contribution of the Individual
Director to the Board and Committee Meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in Meetings, etc.
FINANCE AND BORROWINGS
Your Company had not availed any Working Capital Loan Facility during the financial
year 2022-23. Further, during the period under review, your Company had not availed any
Loans or Borrowings.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The particulars of Loans, Guarantees and Investments under Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the
financial year 2022-23 are disclosed in the Notes to the Financial Statements forming the
part of this Annual Report.
CHANGE IN NATURE OF BUSINESS
The Company is primarily engaged in the business of trading of Mobile accessories in
India and there is no such change in the business operation of the Company during the
financial year 2022-23.
SIGNIFICANT AND MATERIAL LITIGATIONS / ORDERS
During the year, there was no significant and material order passed by the Regulators
or Courts or Tribunals impacting the going concern status and Companys operations in
future.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this financial statements
relate and to the date of this Annual Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS
The Company has complied with all the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI).
OTHER DISCLOSURES
a) During the year under review, the Company did not make any application under the
Insolvency and Bankruptcy Code, 2016, and hence no proceeding is pending under the Code.
b) The requirement of stating the difference between the amount of valuation done at
the time of one time settlement and the valuation done while taking loan from the Banks or
Financial Institutions does not arise, as the same is not applicable on the Company.
ACKNOWLEDGEMENT
The Board of Directors wish to express their sincere appreciation for the co-operation
and assistance received from the Bankers, Financial Institutions, Regulatory Authorities,
Stakeholders including Customers and other Business Associates who have extended their
valuable support and encouragement during the year under review.
The Board of Directors acknowledge the hard work, dedication, commitment and
cooperation of the Employees of the Company.
For and on behalf of the Board of Directors |
|
Shyam Telecom Limited |
|
Sd/- |
|
Ajay Khanna |
|
Director |
Sd/- |
DIN : 00027549 |
Nishi Sabharwal |
Place – New Delhi |
Director |
Date – 10th August, 2023 |
DIN : 06963293 |
+91-9892691696
