Directors Report of Samyak International Ltd.

Mar 31, 2015

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)

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting 20th Annual Report and Audited Accounts for the year ended 31st March, 2014.

(Rs. In Lacs) FINANCIAL RESULTS/REVIEW

Particulars Year ended Year ended 31.03.2014 31.03.2013

INCOME

Income from Operations 1361.14 872.07

Other Income 27.79 514.68

Total Expenditure 1362.99 1375.73

Gross Profit 25.69 11.02

Interest and Finance Charges 2.24 3.84

Profit before Depreciation 23.45 7.18

Depreciation 3.11 3.11

Profit after depreciation 20.34 4.07

Earlier year expenses - 0

Profit before provision for tax 20.34 4.07

Provision for income tax 2.00 -

Provision for deferred tax assets (0.25) (0.58)

Profit after tax 18.59 4.65

Transfer to general reserve - -

Balance carried to balance sheet 18.59 4.65

PERFORMANCE:

It is evident from the above financial review, during the year, the Company has achieved a turnover of Rs.1361.14 Lacs as compared to Rs. 872.07 Lacs in the previous financial year 2012-13.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed at Annexure ''A''.

DIVIDEND:

Owing to the development and expansion plans already undertaken by the Company to conserve the resources there is need of ploughing back the profits in the company generated during the year, therefore your Directors do not recommend any dividend for the year under review.

PUBLIC DEPOSITS :

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Also there are no outstanding public deposits.

DIRECTORS:

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Shantilal Jain, the Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

In accordance with Section 149 and other applicable provisions of the Companies Act, 2013, your directors Mr. Anish Vaid, Mr. Mahesh Agrawal and Mr. Sunil Kumar Mittal are seeking appointment as Independent Director for a term of five consecutive years upto September 30th , 2019.Details of the proposal for the appointment of Mr. Anish Vaid, Mr. Mahesh Agrawal and Mr. Sunil Kumar Mittal are mentioned in the Explanatory Statement under Section 102 of the Companies Act 2013 of the Notice of the 20th Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31st March, 2014 and of the profit of the Company for the year ended on that date.

c. 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 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the annual accounts on a going concern basis.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses.

Hence, the Company appeals to its shareholders who are yet to register their e-mail addresses that they take necessary steps for registering same so that they can also become a part of the initiative and contribute towards a Greener environment.

AUDITORS AND AUDITORS'' REPORT:

M/s. Bharat Neema & Co, Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the forthcoming AGM and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Bharat Neema & Co. as statutory auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the twenty-third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

COMPLIANCE CERTIFICATE:

In the terms of the provisions of Section 383A of the Companies Act, 1956, Compliance Certificate from M/s Ashish Karodia & Co., Company Secretaries, 208, Trade House, 14/3, South Tukoganj , Indore . The report being self explanatory needs no comments.

PARTICULARS OF EMPLOYEES:

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and endeavors to maximize the wealth of the shareholders by managing the affairs of the company with a pre-eminent level of accountability, transparency and integrity.

A report on Corporate Governance stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Madhya Pradesh Stock Exchange (MPSE), Indore. The Company has paid the annual Listing Fee for the financial year 2013-14 to Bombay Stock Exchange Ltd. and Madhya Pradesh Stock Exchange, Indore.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

The Company did not carry out any business activities in relation to conservation of energy, technology absorption in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

AUDIT COMMITTEE :

As per the provisions of the Companies Act, 2013 and amended Listing Agreement with the Stock Exchanges, the Audit Committee of the company comprised of two non-executive independent Directors. Further, Chairman of the Audit Committee is an Independent Director.

Name of the Directors Categories

Mr. Anish Vaid(Chairman) Non-Executive & Independent Director

Mr. Mahesh Agrawal Non-Executive & Independent Director

Mr. Shantilal Jain Executive Director

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the valuable support and assistance extended to the Company by the Banks, Government authorities and look forward to their continued support. Your Directors also place on record their gratitude towards the stakeholders and clients of the Company for reposing their faith and confidence in the Company. They also wish to place on record their appreciation of the contribution made by the Executives and staff of the Company.

By order of the board FOR SAMYAK INTERNATIONAL LIMITED [CIN:L67120MH1994PLC225907]

Place: Mumbai SUDHIR JAIN (DIN:00046442) Date: 28th May 2014 Managing Director

---

Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting Ninteenth Annual Report and Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS/REVIEW (Rs. In Lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012 INCOME

Income from Operations 872.07 5232.18

Other Income 514.68 19.33

Total Expenditure 1375.73 5283.97

Gross Profit 11.02 (32.46)

Interest and Finance Charges 3.84 3.64

Profit before Depreciation 7.18 (36.1)

Depreciation 3.11 4.76

Profit after depreciation 4.07 (40.86)

Earlier year expenses 0 1.01

Profit before provision for tax 4.07 (41.87)

Provision for income tax - -

Provision for deferred tax assets (0.58) (0.38)

Profit after tax 4.65 (41.50)

Transfer to general reserve - -

Balance carried to balance sheet 4.65 (41.50)



PERFORMANCE:

It is evident from the above financial review, during the year, the Company has achieved a turnover of Rs.872.07 Lacs as compared to Rs.5232.18 Lacs in the previous financial year 2011 -12.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed at Annexure ''A''.

DIVIDEND:

Owing to the development and expansion plans already undertaken by the Company to conserve the resources there is need of ploughing back the profits in the company generated during the year, therefore your Directors do not recommend any dividend for the year under review.

PUBLIC DEPOSITS :

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 58 a of the companies Act, 1956. read with the Companies (Acceplance of deposite) rules 1975. Managing Also there are no outstanding public deposits.

DIRECTORS:

in accordance with the provisions of the companies Act 1956, and Article of association of the Company Mr. Shantilal Jain the Directors of the Company retires by rotation at the forthcoming Annual general Meeting and being eligible, offers himself for reapointiment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Director''s Responsibility statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for financial year ended 31s1 March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended on 31s'' March, 2013 and of the profit of the Company for the year ended on that date.

c. 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 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the annual accounts on a going concern basis.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken the Green initiative in Corporate Governance by allowing paperless compliances by Companies through electronic mode. The Company supports the Green initiative and has accordingly decided to send all communications to its shareholders to their respective registered e-mail addresses.

Hence, the Company appeals to its shareholders who are yet to register their e-mail addresses that they take necessary steps for registering same so that they can also become a part of the initiative and contribute towards a Greener environment.

AUDITORS AND AUDITORS'' REPORT:

M/s. Bharat Neema & Co., Chartered Accountants are statutory auditors of the Company for the financial year 2012-13. The Board of Directors of the Company has decided that the appointment of statutory auditors should be done on a rotational basis.

The Notes on Accounts referred to in the Auditors'' Report are self explanatory and therefore do not call for any further comments.

COMPLIANCE CERTIFICATE:

In the terms of the provisions of Section 383A of the Companies Act, 1956, Compliance Certificate from M/s Ashish Karodia & Co., Company Secretaries, 208, Trade House, 14/3, South Tukoganj, Indore. The report being self explanatory needs no comments.

PARTICULARS OF EMPLOYEES:

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and endeavors to maximize the wealth of the shareholders by managing the affairs of the company with a pre-eminent level of accountability, transparency and integrity.

A report on Corporate Governance stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

the wealth of the shareholders by managing the affairs of the company with a pre-eminent level of accountability, transparency and integrity.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Madhya Pradesh Stock Exchange (MPSE), Indore. The Company has paid the annual Listing Fee for the financial year 2012-13 to Bombay Stock Exchange Ltd. and Madhya Pradesh Stock Exchange, Indore.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

The Company did not carry out any business activities in relation to conservation of energy, technology absorption in accordance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

AUDIT COMMITTEE:

As per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee of the company is comprised of Two non-executive independent Directors viz.,



Name of the Directors Categories

Mr. Anish Vaid(Chairman) Non-Executive & Independent Director

Mr. Mahesh Agrawal Non-Executive & Independent Director

Mr. Shantilal Jain Executive Director

As per the provisions of the Companies Act, 1956 and amended Listing Agreement with the Stock Exchanges, the Audit Committee of the company comprised of two non-executive independent Directors. Further, Chairman of the Audit Committee is an Independent Director.

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the valuable support and assistance extended to the Company by the Banks, Government authorities and look forward to their continued support. Your Directors also place on record their grati- tude towards the stakeholders and clients of the Company for reposing their faith and confidence in the Company. They also wish to place on record their appreciation of the contribution made by the Executives and staff of the Company.



By order of the Board

For Samyak International Limited

Place: Mumbai Sudhir Jain

Date: 13th May 2013 Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting the Sixteenth Annual Report and Audited Accounts for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. In Lacs)

Particulars Year ended Year ended

31.03.2010 31.03.2009

Sales 2876.20 2121.25

Other Income 66.43 8.05

Total Expenditure 2905.96 2119.34

Gross Profit 36.67 30.24

Interests Finance Charges 9.29 9.57

Profit before Depreciation 27.38 20.27

Depreciation 3.17 2.29

Profit after Depreciation 24.21 17.98

Earlier year expenses 7.43 4.94

Profit before provision for tax 16.78 13.04

Provision for income tax 2.00 6.35

Provision for deferred tax assets (2.11) (0.29)

Profit after tax 16.89 6.98

Transfer to general reserve - -

Balance Carried to Balance Sheet 16.89 6.98

PERFORMANCE

As is evident from the above financial review, during the year, the Company has achieved a turnover of Rs. 2876.20 Lacs compared to Rs. 2121.25 Lac s in the previous financial year 2008-09. Gross Profit before Interest, depreciation and taxes in 2009-10 was substantially higher at Rs. 36.67 Lacs compared to Rs. 30.24 Lacs in the Previous financial year.Net profit after tax stood at Rs. 16.89 Lacs, as against Rs. 6.98 Lacs in the previous fiscal.

During the year under review, the Company scaled new height in revenue and profitability.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report, as required under the Listing agreement with the Stock Exchanges is enclosed at AnnexureA.

CHANGE IN THE CAPITAL STRUCTURE

During the period under the review the Company has allotted 9,00,000 equity shares on Preferential basis after taking the approval of Members in Extraordinary General Meeting held on 6th August, 2010

Company has already received the In Principal approval from the Stock Exchange and

has applied for listing & trading approval of the above allotted shares but the approval for the same is pending.

The Authorised share Capital of the Company was increased from Rs. 3.50 Crores to Rs. 7.00 Crores to accommodate the said preferential issue of equity shares.

DIVIDEND:

Owing to the development and expansion plans already undertaken by the Company to conserve the resources there is need of ploughing back the profits in the company generated during the year, therefore your Directors do not recommend any dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review the company has neither accepted nor invited any public deposits within the meaning of section 58 A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975. Also there are no outstand- ing public deposits.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Anish Vaid and Mr. Shantilal Jain, the Directors of the Company retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-appointment.

Information on the details of director seeking appointment/re-appointment as required under Clause 49 of the Listing Agree- ment has been given under the Notice to Shareholders under the head Additional Information.

During the period under the review Mr. Pradeep Jain, Director of the Company has resigned from the directorship on 31st May. 2010.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility statement, it is hereby confirmed:

a. That in the preparation of the annual accounts for financial year ended 31st March 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of me state of affairs of the Company for the financial year ended on 31st March, 2010 and of the profit of the Company for the year ended on that date.

c. 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 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. That the Directors have prepared the annual accounts on a going concern basis. AUDITORS AND AUDITORS REPORT:

M/s. Bharat Neema & Co., Chartered Accountants, Indore statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting, and or eligible for re-appointiment. The company has received their consent under section 224 (18) of the companies Act 1956 for such re-appointment.

The Notes on Accounts referred to in the Auditors Report are self explanatory and therefore do not call for any further comments.

PARTICULARS OF EMPLOYEES:

There was no employee during the period drawing remuneration attracting the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE:

Your Company is committed to maintain the highest standards of Corporate Governance and endeavors to maximize the wealth of the shareholders by managing the affairs of the company with a pre-eminent level of accountability, transparency and integrity.

A report on Corporate Governance stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report.

LISTING AT STOCK EXCHANGES:

The equity shares of the company continue to be listed at Bombay Stock Exchange Ltd. (BSE) and Madhya Pradesh Stock Exchange (MPSE), Indore. The Company has paid the annual Listing Fee for the financial year 2010-11 to Bombay Stock Exchange Ltd. and Madhya Pradesh Stock Exchange, Indore.

CONSERVATION OF ENERGY TECHNOLOGY ASORPTION:

The Company did not carry out any business activities in relation to conservation of energy, technology absorption in accor- dance with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review Company has-

Foreign exchange earnings : NIL

Foreign exchange outgo : USD : 1440

AUDIT COMMITTEE:

As per the provisions of the Companies Act, 1956 and Listing Agreement with the Stock Exchanges, the Audit Committee of the company comprised of four Directors viz.,

Name Categories

Shri Rajendra Kumar Shah (Chairman) Non-Executive

Shri Shantilal Jain Executive

Shri Anish Vaid Non-Executive Independent

Mohd. Munawar Ahmed Sohail Non-Executive Independent

ACKNOWLEDGEMENTS:

Your Directors place on record their gratitude for the valuable support and assistance extended to the Company by the Banks, Government authorities and look forward to their continued support. Your Directors also place on record their gratitude towards the stakeholders and clients of the Company for reposing their faith and confidence in the Company. They also wish to place on record their appreciation of the contribution made by the Executives and staff of the Company.



By Order of the Board

For Samyak International Ltd.



Place: Indore SudhirJain

Date: 28th August 2010 (Managing Director)