| The Directors have pleasure in presenting the 21st Board's Report of
your Company together with the Audited Statement of Accounts and the
Auditors 'Report of your company for the financial year ended, 31st
March, 2015.
1. FINANCIAL HIGHLIGHTS
The financial statements of the Company have been prepared in
accordance with the Generally Accepted Accounting Principles in India
(Indian GAAP). The stand lone financial highlights of your Company for
the Financial Year ended March 31, 2015 are summarized below:
(In Rupees)
Particulars Current Year Previous Year
Sales
revenue From operations 25,77,69,999 13,61,13,802
Other Income 5662940 2779368
Total Income 263432939 138893170
Expenses
a. Purchase of stock
in trade 282076175 133159015
b. Changes in
inventories of
finish goods,
work in (25688532) (3770500)
progress and
stock in trade.
c. Employee benefit
expenses 2560135 2561195
d. Administration
And Other Expense 3198156 4308999
e. financial cost 203736 224142
f. Depreciation and
amortization expenses 310819 310912
g. Other expenditure 65116 65116
Total Expenses 262725605 136858878
Profit from Operations
before Other Income, 707334 2034292
Finance Cost
and Exceptional Items
Other Income-
Earlier year expenses 236299 0
Exceptional items
Tax
Current Tax 0 200000
Deferred Tax 189 (24527)
Profit/(Loss)
after Tax 470846 1858819
Earnings per
share (Rs.) : Basic 0.07 0.29
Earnings per
share (Rs.) : Diluted 0.07 0.29
2. DIVIDEND
Your Directors have considered it financially prudent in the long-term
interests of the Company to reinvest the profits into the business of
the Company to build a strong reserve base and grow the business of the
Company. No final dividend has therefore been recommended for the year
ended March 31, 2015.
STATE OF COMPANY'S AFFAIRS
The highlights of the Company's performance are as under:
- Revenue from operations increased from Rs 13,61,13,802 in the year
2013-14 to Rs. 25,77,69,999 in the year 2014-
15. - Income from other operating sources is Rs. 5662940/-
approximately.
- Total Income of the Company was Rs. 263432939/- against Rs.
138893170/- in the previous year.
- Depreciation decreased from Rs. 310819 in the previous year to Rs.
310819 in current year. Pursuant to the enactment of Companies act 2013
(the Act) , the company has taken effect from April 2014, reviewed and
revised the estimated useful life of its fixed assets, generally in
accordance with the provision of schedule II of the act. The
consequential impact(after considering the transition provision
specified in Schedule II) on the depreciation charged and on the
results for the quarter is material.
- Equity share capital remains unchanged at Rs. 62472000.
- The Company has earned a Profit after tax of Rs. 470846/- compared to
Rs. 1858819/- in the previous year.
- Basic & diluted Earnings per share (EPS) is Rs.0.07 per share same as
previous year
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management Discussion & Analysis Report, as required under the Listing
agreement with the Stock Exchanges is enclosed as Annexure I.
CORPORATE GOVERNANCE REPORT
The Company is committed to maintain the highest standards of corporate
governance and adhere to the corporate governance requirements set out
by SEBI. The Company has also implemented several best corporate
governance practices as prevalent globally. The Corporate Governance
Report, as stipulated under Clause 49 of the listing agreement, forms
part of this Report. The requisite certificate from the Statutory
Auditors of the Company, Bharat Neema & Co., Chartered Accountants,
confirming compliance with the conditions of corporate governance as
stipulated under the aforesaid Clause 49, is attached to Corporate
Governance Report as Annexure II.
ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the
Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind
perusal and information as Annexure III.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
a) In the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) 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 affairs
of the Company as at March 31, 2015 and of the profit of the Company
for the year ended on that date;
c) The Directors 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;
d) The Directors have prepared the annual accounts on a 'going concern'
basis;
e) The Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with the Accounting Standard (AS)-21 on Consolidated
Financial Statements read with AS-23 on Accounting for Investments in
Associates and AS-27 on Financial Reporting of Interests in Joint
Ventures, the audited consolidated financial statement is provided in
the Annual Report.
9. INTERNAL FINANCIAL CONTROL
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and external
consultants and the reviews performed by management and the relevant
board committees, including the audit committee, the board is of the
opinion that the Company's internal financial controls were adequate
and effective during the financial year 2014-15.
10. DIRECTORS
S.
No. Director Name DIN Designation
1. Sudhir Jain 00046442 Managing Director
2. Shantilal Jain 00469834 Whole time Director
3. Anish Vaid 02444114 Director
4. Mahesh Agrawal 03518981 Director
5. Sunil Kumar Mittal 05151867 Director
11. KEY MANAGERIAL PERSON
S.
No. Director Name DIN / PAN Designation
1. Sudhir Jain 00046442 Managing Director
2. Shantilal Jain* 00469834 Whole-time director
3. Sunit Jain* ALTPJ9252F Chief Financial Officer
4. Devendra Singh
Kushwah* CEYPK1846J Company secretary
*Mr. Sunit Jain is appointed as the Chief Financial Officer of the
company with effect from 20th March 2015 subject to approval of
Shareholders in the upcoming Annual General Meeting of the company.
*Mr. Devendra Singh Kushwah is appointed as company secretary of the
company with effect from 20th March 2015, by passing board resolution.
*Mr. Shantilal Jain is appointed as the whole-time Director of the
company with effect from 20th March, 2015.
The information pursuant to Section 197(2) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 has forms the part of Board's Report.
12. DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the
Independent directors duly appointed by the Company have given the
declaration and they meets the criteria of independence as provided
under section 149(6) of the Companies Act, 2013 have been received by
the Company.
13. MEETINGS OF THE BOARD OF
DIRECTORS
S.
N. Date of Meeting Board Strength No. of Directors Present
1. 30/05/2014 5 5
2. 13/08/2014 5 5
3. 13/11/2014 5 5
4. 13/02/2015 5 5
5. 20/03/2015 5 5
14. BOARD EVALUATION
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the 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 the criteria
such as the composition of committees, effectiveness of committee
meetings, etc. The Board and the Nomination and Remuneration Committee
("NRC") reviewed the performance of the individual directors on the
basis of the criteria such as the contribution of the individual
director to the Board and committee meetings. In addition, the Chairman
was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
15. AUDITORS'
Pursuant to the provisions of Section 139 of the Act and the rules
framed there under, Bharat Neema & Co. ,Chartered Accountants (CA Bharat
Neema Membership No. 074810), were appointed as statutory auditors of
the Company from the conclusion of the current year Annual General
Meeting (AGM) of the Company held on 30th September, 2014 till the
conclusion of the twenty third AGM to be held in the year 2017, subject
to ratification of their appointment at every AGM.
16. AUDITORS'REPORT
The Board has appointed Bharat Neema & Co. Chartered Accountants to
conduct the Statutory Audit for the year 2014-15. There are no
qualifications or adverse remarks in the Auditors' Report which require
any clarification/ explanation. The Notes on financial statements are
self-explanatory, and needs no further explanation. Further the
Auditors' Report for the financial year ended, 31st March, 2015 is
annexed herewith for your kind perusal and information.
17. SECRETARIAL AUDITOR'S REPORT
The Board has appointed M/s Priyanka Jain & Co, Practicing, to conduct
Secretarial Audit for the financial year 2014- 15. The Secretarial
Audit Report for the financial year ended March 31, 2015 is annexed
herewith marked as Annexure IV to this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse
remark.
18. NOMINATION AND REMUNERATION COMMITTEE
The Company's Policy relating to appointment of Directors, payment of
Managerial remuneration, Directors' qualifications, positive
attributes, independence of Directors and other related matters as
provided under Section 178(3) of the Companies Act, 2013 has also been
disclosed in Corporate Governance Report which form part of Board
Director as Annexure V.
19. SHAREHOLDERS'GRIEVANCES COMMITTEE
S.
No. Name Designation
1. Mr. Anish Vaid Chairman
2. Mr. Shantilal Jain Member
3. Mr. Mahesh Agrawal Member
20. AUDIT COMMITTEE
S.
No. Name Designation in Committee
1. Mr. Anish Vaid(Chairman) Non-Executive & Independent Director
2. Mr. Mahesh Agrawal Non-Executive & Independent Director
3. Mr. Shantilal Jain Executive Director
22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The detail of Subsidiary Company is as follow:
Name CIN % of Holding
Alpha Tar Industries
Pvt. Ltd. U24200MP1996PTC011003 99.60% (49800SHARES)
1. LOANS, GUARANTEES AND INVESTMENTS
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in Note
4 and 12 of the Notes to the financial statements.
23. DISCLOSURE REQUIREMENTS
As per Clause 49 of the listing agreements entered into with the stock
exchanges, corporate governance report with auditors' certificate
thereon and management discussion and analysis are attached, which form
part of this report.
As per Clause 55 of the listing agreements entered into with the stock
exchanges, a business responsibility report is attached and forms part
of this annual report. Details of the familiarization programme of the
independent directors are available on the website of the Company
(URL: www.samyakintl.com).
The Company has formulated and published a Whistle Blower Policy to
provide Vigil Mechanism for employees including directors of the
Company to report genuine concerns. The provisions of this policy are
in line with the provisions of the Section 177(9) of the Act and the
revised Clause 49 of the Listing Agreements with stock
exchanges (URL: www.samyakintl.com)
24. CODE OF CONDUCT
A declaration signed by the Chairman & managing Director affirming
compliance with the Company's Code of Conduct by the Directors and
Senior Management for the Financial Year 2014-15 as required under
Clause 49 of the Equity Listing Agreement with Stock Exchanges is
included in the Corporate Governance Report which forms part of
Corporate Governance report.
25. RELATED PARTY TRANSACTIONS
None of the transactions with related parties falls under the scope of
Section 188(1) of the Act. Information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure VII in Form
AOC-2 and the same forms part of this report.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of conservation of energy and
technology absorption have not been furnished considering the nature of
activities undertaken by the company during the year under review.
27. FOREIGN EXCHANGE EARNINGS AND OUTGO
There were foreign exchange earnings - NIL and outgo USD : 617476
during the year under review.
28. RISK MANAGEMENT
The Company has laid down procedures to inform Board members about the
risk assessment and minimization procedures. These procedures are
periodically reviewed to ensure that executive management controls risk
through means of a properly defined framework.
29. GENERAL:
Yours Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
a) 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 the date of this report.
b) For the financial year ended 31st March, 2015, Your Company has not
transferred any amount to General Reserve out of profits available for
appropriation.
c) The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
d) The Company has not accepted any deposits from public and as such,
no amount on account of principal or interest on deposits from public
was outstanding as on the date of the balance sheet.
30. ACKNOWLEDGMENT
Your Directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities,
Customers, Vendors and Shareholders during the year under review. Your
Directors also wish to place on record their deep sense of appreciation
for the committed service of the Executives, staff and Workers of the
Company.
FOR & ON BEHALF OF THE BOARD OF
DIRECTORS
SAMYAK INTERNATIONAL LIMITED
SUDHIR JAIN
DATE: Mumbai
(00046442)
PLACE: 2nd September, 2015 (MANAGING DIRECTOR)
SUNIT JAIN
(CHIEF FINANCIAL OFFICER)
DEVENDRA SINGH KUSHWAH
(COMPNAY SECRETARY) |