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साम्यक इंटरनैशनल निदेशकों की रिपोर्ट, साम्यक इंटरनैशनल निर्देशकों द्वारा रिपोर्ट

साम्यक इंटरनैशनल

बीएसई: 530025  |  NSE: N.A  |  ISIN: INE607G01011  |  Finance - Leasing & Hire Purchase

खोजें साम्यक इंटरनैशनल कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
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)
स्रोत: रेलीगरे टेचनोवा

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