Mar 31, 2015
Dear Members,
The Directors hereby present their Thirty Third Annual Report on the
business and operations of the Company and the audited financial
statements for the year ended 31st March, 2015.
FINANCIAL RESULTS
(Rs in Lacs)
Particulars Financial Year Financial Year
2014-15 2013-14
Revenue from operations (Gross) Nil Nil
Less : Excise Duty Nil Nil
Revenue from operations (Net) Nil Nil
Other Income 23.20 2.07
Profit/ (-) Loss before Interest, Depreciation (22.96) (183.90)
and Tax
Interest 6.40 10.82
Depreciation 0.11 0.03
Profit/QLoss) after Tax (22.96) (183.90)
Provision for Tax Nil Nil
Deferred Tax Assets Nil Nil
Profit for the year (22.96) (183.90)
Balance of Profit/(Loss) brought forward (1591.25) (1407.35)
from Previous Year
Appropriations
Transfer to General Reserve (22.96) (183.90)
Balance Profit/(-) Loss carried forward to (1614.21) (1591.25)
Balance Sheet
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 2014-15.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March, 2015 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.
Details of Directors' Shareholding have been given elsewhere in the
Directors' Report.
COMPANY PERFORMANCE
During the financial year under review, the Company registered Revenue
/ other income of Rs. 23.20 lacs as against Revenue / other income of
Rs.2.07 lacs during the previous financial year. The Company ended the
financial year with net loss of Rs. 22.96 lacs as against net loss of
Rs.183.90 lacs during the previous financial year.
Subdued business environment and slowdown in economy across the spectrum
have impacted the industrial and manufacturing sector quite adversely.
Most of the businesses are being run with minimum manpower and it has a
negative effect on the whole manpower supply industry/business. Being a
new entrant to the business it became very difficult for the Company to
overcome the competition from established player and thus the new
business activity of the Company failed to take off despite the best
efforts of the Management.
The Management is exploring various other business opportunities
including venturing into manufacturing activities and will approach the
members for their approval at an appropriate time.
FUTURE OUTLOOK
Since the efforts of the Management to set up man power supply business
have not yielded positive results, various other options are being
discussed and explored by your Directors at regular interval.
Considering the present market scenario in electronic industry, your
Directors are of the view that carrying on trading activities of
different products more particularly of electronic items may be
beneficial to the overall interest of the Company.
Accordingly, requisite steps are being taken to set up trading
activities by registering the Company with at different Statutory
Authorities/Forum. Statutory Authorities and all Stakeholders.
EROSION OF NET-WORTH- REFERENCE TO BIFR
Due to continuing losses, the net-worth of the company had got
completely eroded. However, since your Company does not fall under the
purview of Sick Industrial Companies (Special Provisions) Act, 1985 no
reference to the Board for Industrial and Financial Reconstruction
(BIFR) has been filed.
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 year under review.
FIXED DEPOSITS
Your Company has not accepted any public deposits during the financial
period under review.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year were on an arm's 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 Clause 49 of the Listing
Agreement. 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's 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
Company's 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
Appointment of Directors
In accordance with the provisions of Section 152(6) of the Companies
Act, 2013 Mr. Satish K Kaura, Director is liable to retire by rotation
at the 33rd Annual General Meeting of the Company and being eligible,
offer himself for re-appointment.
In terms of Section 149 and 161 of the Companies Act, 2013 and Articles
of Association of the Company the Board of Directors in their meeting
held on 20th March, 2015 has appointed Mrs. Alka Kaura as an additional
Director. Mrs. Alka Kaura has been appointed as a woman Director in
terms of the provisions of Section 149(1) of the Companies Act, 2013.
She holds the office upto the date of ensuing Annual General Meeting.
Pursuant to Section 160 of the Companies Act, 2013 the Company has
received a notice in writing from a member of the Company proposing his
candidature for the office of Independent Director. Your Directors
recommend her appointment for your approval.
Brief resume of the above Directors, nature of their experience and
expertise in specific functional areas and the name of the public
companies in which they hold the Directorship and the
Chairmanship/Membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given in the Notice convening the 33rd Annual General Meeting and forms
part of this Report.
Governance Guidelines
The Company has adopted Governance Guidelines on Board Effectiveness.
The Governance Guidelines cover aspects related to composition and role
of the Board, Chainnan 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.
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
Clause 49 of the Listing Agreement.
Independence: In accordance with the above criteria, a Director will be
considered as an 'Independent Director' if he/ she meets with the
criteria for 'Independent Director' as laid down in the Act and Clause
49 of 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 tire '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 Act and Clause 49 of the Listing
Agreement, the Board has carried out an annual evaluation of its own
performance, performance of the Directors as well as the evaluation of
the working of its Committees.
The Board's functioning was evaluated on various aspects, including
inter alia degree of fulfillment of key responsibilities, Board
structure and composition, establishment and delineation of
responsibilities to various Committees, effectiveness of Board
processes, information and functioning.
Directors were evaluated on aspects such as attendance and contribution
at Board/ Committee Meetings and guidance/ support to the management
outside Board/ Committee Meetings.
Areas on which the Committees of the Board were assessed included
degree of fulfillment of key responsibilities, adequacy of Committee
composition and effectiveness of meetings.
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. The Nomination and
Remuneration Committee also reviewed the performance of the Board, its
Committees and of the Directors.
REMUNERATION POLICY
The Manager / Executive Directors are paid remuneration approval by
Board of Directors on the recommendation of remuneration committee. The
remuneration so approved is subject to approval by shareholders and
such authorities as the case may be, the Directors / Kay Man Persons do
not draw any remuneration.
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.
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, the applicable
accounting standards have been followed and that there are no material
departures;
(ii) they 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 at the end of the financial year and of the loss of the
Company for that period;
(iii) they 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;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
are operating effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws 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 have 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 adequate systems, to provide a formal mechanism to the
Directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code
of Conduct or ethics policy.
AUDITORS & AUDIT REPORT
The Auditors of the Company M/s. S.S.Kothari Mehta & Co., Chartered
Accountants, New Delhi, retire at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limit under
Section 139 & 141 of the Companies Act, 2013. The Board of directors
recommends their appointment, as Statutory Auditors for the next
financial year for your approval.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory. Further, explanations with regard to the
observations/qualifications of the Auditors' are as under :
(a) As such there is no fund generation in the Company. The statutory
payments will be cleared on availability of the funds with the Company.
(b) The management is in process of seeking legal opinion regarding the
applicability of provision of Sick Industrial Companies (Special
Provision) Act, 1985 and necessary steps will be initiated accordingly.
(c) The depreciation expenses was provided as per the new schedule II
of the Companies Act 2013
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors of the Company had appointed Ms. Alka Juneja, a
Company Secretaries in Practice to undertake the Secretarial Audit of
the Company for the year ended 31st March, 2015. The Secretarial Audit
Report is annexed as Annexure B.
The observations of the Auditors and the relevant notes on the accounts
are self-explanatory. Further, explanations with regard to the
observations/qualifications of the Auditors' are as under :
1. There is no significant business activities justifying appointment
of CFO and Whole Time Company Secretary, however the company has been
scouting the market for an qualified chartered accountant to be
appointed as CFO of the company. Company expects to comply with the
provisions of Companies Act, 2013 expeditiously.
2. The company has a Vigil mechanism policy however the same will be
adopted by the Board in terms of the provisions of Companies Act, 2013.
3. The loans are from related parties and the company is expecting to
repay the loan once the commercial activities commence once again.
4. E-voting facilities are being made available to the members of the
company.
5. All compliances towards listing agreement barring payment of listing
fee have been made,
6. The web site of the company will be available shortly
DECLARATION UNDER CLAUSE 49 OF THE LISTING AGREEMENT
All Directors and Senior Management Executives of the Company have
affirmed compliance with the Code of Conduct for Board Members and
Senior Management executives for the period April 1,2013 to March 31,
2015.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance as prescribed under the Listing
Agreement with the Stock Exchanges.
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 Clause 49 of 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 Clause 49 of 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, the extract of Annual
Return in form MGT.9 is annexed as Annexure D.
ACKNOWLEDGEMENT
Your Directors wish to thank all the employees of the Company for their
dedicated service during the year. They would also like to place on
record their appreciation for the continued co-operation and support
received by the Company during the year from banker, business partners
and other stakeholders.
On behalf of the Board of Directors
Sd
Satish K Kaura
Chairman & Managing Director
New Delhi
May 30th 2015
Mar 31, 2014
Dear Members,
The Directors are pleased to present the 32nd Annual Report together
with the Audited Accounts of the Company for the financial year ended
31st March, 2014.
FINANCIAL RESULTS:
The key financial highlights are as under:
(Rs in Thousands)
Particulars Year Ended Year Ended
31.03.2014 31.03.2013
Gross Sales & Other Income 207 7906
Gross Profit/(Loss) before Interest
and Depreciation (828) 2378
Interest and Financial charge 1082 3023
Depreciation 3 3
Profit/(Loss) from operations (1913) (648)
Exceptional Items (16476) (22018)
: Net Profit /(Loss) (18391) (22666)
Profit/ (1oss) alter Tax (18391) (22666)
Loss Brought forward from previous year (140735) (118069)
: Balance Carried to Balance Sheet (159125) (140735)
OPERATIONS:
During the financial year under review, the Company registered gross
turnover of Rs.2.07 lacs as against turnover of Rs.79.06 lacs during
the previous financial year. The Company ended the financial year with
net loss of Rs. 1.84 lacs as against net loss of Rs.2.27 lacs during
the previous financial year.
Subdued business environment and slowdown in economy across the
spectrum have impacted the industrial and manufacturing sector quite
adversely. Most of the businesses are being run with minimum manpower
and it has a negative effect on the whole manpower supply
industry/business. Being a new entrant to the business it became very
difficult for the Company to overcome the competition from established
player and thus the new business activity of the Company failed to take
off despite the best efforts of the Management.
The Management is exploring various other business opportunities
including venturing into manufacturing activities and will approach the
members for their approval at an appropriate time.
DIVIDEND:
Your directors do not recommend any dividend for the year, due to
losses.
DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of sub-section 2AA of Section 217 of the Companies Act, 1956,
your Directors state and confirm:
1. That in the preparation of Annual Accounts for the financial year
ended 31st March 2014; the applicable accounting standards have been
followed and that there has been no material deviation.
2. That the Directors have selected such'' accounting policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent to give a true and fair view of the state of
affairs of the Company at the end of the financial year and also of the
loss of the Company for the year ended 31st March, 2014.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting frauds and other
irregularity have been ensured.
4. That the Directors have prepared the Annual Accounts for the year
ended 31st March 2014, on a going concern basis.
FIXED DEPOSITS:
During the year under review, no deposits have been invited or accepted
from the Public.
DIRECTORS:
In terms of Section 161 of the Companies Act, 2013 and Articles of
Association of the Company the Board of Directors in their meeting held
on August 14, 2014 have appointed Mr. Uday Sethi as an additional
Director. Mr. Sethi has been appointed as an Independent Director in
terms of the provisions of Section 149(4) of the Companies Act, 2013
for a term of 5 years subject to the approval of Members of the
Company. He holds the office upto the date of ensuing Annual General
Meeting. Pursuant to Section 160 of the Companies Act, 2013 the Company
has received a notice in writing from a member of the Company proposing
his candidature for the office of Independent Director. Your Directors
recommend his appointment for your approval.
During the year under review Mr. Ajit Singh resigned from the Board of
the Company due to personal reasons and other pre-occupations.
Your Directors welcome Mr. Uday Sethi and place on record the sincere
appreciation and gratitude for the services rendered by Mr. Ajit Singh
during his tenure on the Board of the Company.
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with the Articles of Association of the Company, Mr. Satish K
Kaura, Director of the Company retire by rotation and being eligible
offer himself for re-appointment.
Brief resume of the above Directors, nature of their experience and
expertise in specific functional areas and the name of the public
companies in which they hold the Directorship and the
Chairmanship/Membership of the Committees of the Board, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchanges, are
given in the Notice convening the 32nd Annual General Meeting and forms
part of this Report.
AUDITORS:
The Auditors of tire Company M/s. S.S.Kothari, Mehta & Co., Chartered
Accountants, New Delhi, retire at the forthcoming Annual General
Meeting and being eligible, offer themselves for re-appointment. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limit under
Section 139 & 141 of the Companies Act, 2013. The Board of directors
recommends their appointment, as Statutory Auditors for the next
financial year for your approval.
AUDITORS'' REPORT:
The Auditors'' Report are self-explanatory and thus, do not require any
explanation.
PARTICULARS OF EMPLOYEES:
The Company did not have any employee on its rolls during the year,
drawing salary in excess of the limits prescribed under section 217
(2A) of the Companies Act, 1956.
CORPORATE GOVERNANCE:
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance, as prescribed under the Listing
Agreement with the Stock Exchange. A separate Report on the Corporate
Governance along with necessary certificates and reports on Management
Discussion & Analysis, are enclosed as part of this Annual report.
ENERGY. TECHNOLOGY & FOREIGN EXCHANGE:
The Company had closed its manufacturing operations in 2005. Therefore,
the particulars as prescribed under subsection (1) (e) of Section 217
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988 are not
disclosed.
For and on behalf of the Board of Directors
For Samtel India Limited
Sd/-
Place: New Delhi Satish K. Kaura
Date : 30th May, 2014 Chairman & Managing Director
Mar 31, 2011
To The Members of Samtel India Limited
The Directors are pleased to present the 29th Annual Report together
with the Audited Accounts of the Company for the financial year ended
31st March, 2011.
FINANCIAL RESULTS
The key financial highlights are as under:
(Rs in Thousands)
Particulars Year Ended Year Ended
31.03.2011 31.03.2010
Gross Sales & Other Income 12210 9397
Gross Profit before Interest
and Depreciation 2386 2037
Interest and Financial charge 2382 2400
Depreciation 28 65
Profit /(Loss) from operations -24 -428
Bad Debts/Capital work in progress written -3 -1123
off/ Misc. Balance written off
Net Profit /(Loss) -27 -1551
Provision for taxation -Current /
Fringe benefit tax - -2050
Profit/(Loss) after Tax -27 499
Loss Brought forward from previous year -61633 -62132
Balance Carried to Balance Sheet -61660 -61633
OPERATIONS
During the financial year under review, the Company registered gross
turnover of Rs.122.10 lacs by way of other income only as against a
turnover of Rs. 93.97 lacs including other income of Rs. 84.83 lacs
during the previous financial year. The Company ended the financial
year with loss after tax of Rs. 0.27 lacs as against a net profit of
Rs. 4.99 lacs during the previous financial year.
Due to depressed market conditions in the Color Picture Tube Industries
and shrinking margins, the Company did not carry out any trading
business of color picture tubes.
To come out of the difficult situation and revitalize the Company, your
Directors have been exploring various other business opportunities
including creating requisite infrastructures to carry out the business
of outsourcing various services. In this regard, the Company has taken
steps in the field of manpower supplies/consultancy. Your Directors are
hopeful that in the coming years the business of outsourcing including
manpower supplies/consultancy will help the Company immensely.
DIVIDEND
Your directors do not recommend any dividend for the year, due to the
losses.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of sub-section 2AA of Section 217 of the Companies Act, 1956,
your Directors state and confirm:
1. That in the preparation of Annual Accounts for the financial year
ended 31st March 2011; the applicable accounting standards have been
followed and that there has been no material deviation.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent to give a true and fair view of the state of
affairs of the Company at the end of the financial year and also of the
loss of the Company for the year ended 31st March, 2011.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting frauds and other
irregularity have been ensured.
4. That the Directors have prepared the Annual Accounts for the year
ended 31st March 2011, on a going concern basis.
FIXED DEPOSITS
During the year under review, no deposits have been invited or accepted
from the Public.
DIRECTORS
Pursuant to Section 256 of the Companies Act, 1956 and the Articles of
Association of the Company, Mr. Om Wadhwa, is liable to retire by
rotation and being eligible, offer himself for reappointment.
AUDITORS
The Auditors of the Company, M/s S.S. Kothari Mehta & Co., Chartered
Accountants, New Delhi retire at the forth coming Annual General
Meeting and being eligible offer themselves for re-appointment. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
section 224(1B) of the Companies Act, 1956. The Board of Directors
recommends their re-appointment, as Statutory Auditors for the
financial year 2011-12 for your approval.
AUDITORS' REPORT
The Auditors' Report are self-explanatory and thus, do not require any
explanation.
PARTICULARS OF EMPLOYEES
The Company did not have any employee on its rolls during the year,
drawing salary in excess of the limits prescribed under section 217
(2A) of the Companies Act, 1956.
CORPORATE GOVERNANCE
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance, as prescribed under the Listing
Agreement with the Stock Exchange. A separate Report on the Corporate
Governance alongwith necessary certificates and reports on Management
Discussion & Analysis, are enclosed as part of this Annual report.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The Company had closed its manufacturing operations in 2005. Therefore,
the particulars as prescribed under subsection (1) (e) of Section 217
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988 are not
disclosed.
For and on behalf of the Board of Directors
For Samtel India Limited
Sd/-
(Satish K. Kaura)
Chairman & Managing Director
Place : New Delhi
Dated : 10th August 2011
Mar 31, 2010
The Directors are pleased to present the 28th Annual Report together
with the Audited Accounts of the Company for the financial year ended
31st March, 2010.
FINANCIAL RESULTS:
The key financial highlights are as under:
(Rs in Thousands)
Particulars Year Ended Year Ended
31.03.2010 31.03.2009
Gross Sales & Other Income 9397 4608
Gross Profit (Loss) before Interest and
Depreciation 2037 (271)
Interest and financial charge 2400 2384
Depreciation 65 274
Profit / (Loss) from operations (428) (2929)
Bad Debts/Capital work in progress written
off/ Misc. Balance written off (1123) (35250)
Net Profit / (Loss) (1551) (38179)
Provision for taxation -Current / Fringe
benefit tax (2050) 1792
Profit/(Loss) after Tax 499 (36387)
Loss Brought forward from previous year (62132) (25745)
Balance Carried to Balance Sheet (61633) (62132)
OPERATIONS:
During the financial year under review, the Company achieved a turnover
of Rs. 93,97,423 including other income of Rs. 84,82,794 as against a
turnover of Rs. 46,07,639 including other incone of Rs. 26,35,772
during the previous financial year. The Company ended the financial
year with profit after tax of Rs. ^99,027 as against net loss of Rs.
3,63,86,562 during the previous financial year.
As part of trading, the Company, in the financial year under review
sold ã>8 Color picture tubes valuing Rs. 9,14,629 as against 1712 Color
picture tubes valuing Rs.19,71,867 in the previous ear.
In view of emerging trend towards outsourcing of various services, the
Conpany is contemplating to augment its revenues through available
opportunities in the field of manpower supplies/consul|ncy. In this
regard, the Company has amended its main object clause in the
Memorandum of Association (MOA) throigh postal ballot process by way of
addition of Clause 4 & 5 related to manpower consultancies/supplies
activities. Th* Registrar of Companies, Rajasthan (RoC) has issued a
certificate of registration of the Special Resolution confirming the
modification in the MOA in terms of Section 17 of the Companies Act,
1956. At present, the Company is in the processof obtaining all
necessary licences/permissions/ registrations etc. from the concerned
authorities, so as to start the nev activities.
DIVIDEND:
Your directors do not recommend any dividend for the year, due to
inadequate profits.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of sub-section 2AA of Section 217 of the Companies Act, 1956,
your Directors state and confirm:
1. That in the preparation of Annual Accounts for the financial year
ended 31st March 2010; the applicable accounting standards have been
followed and that there has been no material deviation.
2. That the Directors have selected such accounting policies and
applied them consistently and made judgment and estimates that were
reasonable and prudent to give a true and fair view of the state of
affairs of the Company at the end of the financial year and also of the
profits of the Company for the year ended 31st March, 2010.
3. That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting frauds and other
irregularity have been ensured.
4. That the Directors have prepared the Annual Accounts for the year
ended 31 st March 2010, on a going concern basis.
The Company is controlled by SAMTEL GROUP (Promoters/Promoter Group)
being a group as defined under the Monopolies and Restrictive Trade
Practices Act, 1969. The Promoters/Promoter Group consists of various
individuals and corporate bodies who are in position to and who jointly
exercise control over the Company.
A List of these individuals and Corporate entities is as follows:
Mr. Satish K. Kaura M/s Samtel Color Ltd. M/s Dolsun Containers
Pvt. Ltd.
Mrs. Alka Kaura M/s Teletube Electronics
Ltd. M/s Paramount Capfin Lease
Pvt. Ltd.
Mr. V. P. Kaura M/s Samtel Display Systems Limited
(Formerly Known as M/s Roxy Investments Pvt. Ltd.)
Mrs. Kailash Kaura M/s Lenient Consultants Pvt. Ltd.
Mr. Sudhir Kumar
Kaura M/s Tish Consultants Pvt. Ltd.
Mrs. Rashmi Kaura M/s SW Consultants Pvt. Ltd.
Mr. Puneet Kaura M/s CEA Consultants Pvt. Ltd.
Mrs. Swati Munjal M/s Kaura Properties Pvt. Ltd.
Mrs. Dolly Sethi M/s Kaura Investments Pvt. Ltd.
FIXED DEPOSITS:
During the year under review, no deposits have been invited or accepted
from the Public. DIRECTORS:
Pursuant to Section 256 of the Companies Act, 1956 and the Articles of
Association of the Company, Mr. C. K. Hazari is liable to retire by
rotation and being eligible, offer himself for reappointment.
AUDITORS:
The Auditors of the Company, M/s S.S. Kothari Mehta & Co., Chartered
Accountants, New Delhi retire at the forth coming Annual General
Meeting and being eligible offer themselves for re-appointment. The
Company has received a letter from them to the effect that their
appointment, if made, would be within the prescribed limits under
section 224(1B) of the of
the Companies Act, 1956. The Board of Directors recommends their
re-appointment, as Statutory Auditors for the next financial year for
your approval.
AUDITORS REPORT:
The Auditors Report are self-explanatory and thus, do not require any
explanation.
PARTICULARS OF EMPLOYEES:
The Company did not have any employee on its rolls during the year,
drawing salary in excess of the limits prescribed under section 217
(2A) of the Companies Act, 1956.
CORPORATE GOVERNANCE:
Your Company has taken adequate steps to ensure compliance with the
provisions of Corporate Governance, as prescribed under the Listing
Agreement with the Stock Exchange. A separate Report on the Corporate
Governance alongwith necessary certificates and reports on Management
Discussion & Analysis, are enclosed as part of this Annual report.
ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:
The Company had closed its manufacturing operations in 2005. Therefore,
the particulars as prescribed under subsection (1) (e) of Section 217
of the Companies Act, 1956 read with the Companies (Disclosure of
Particulars in the report of Board of Directors) Rules, 1988 are not
disclosed.
For and on behalf of the Board of Directors
For Samtel India Limited
Sd/-
Place: New Delhi Satish K. Kaura
Date : 30th July, 2010 Chairman & Managing Director