Your Directors have pleasure in presenting the 30h Annual Report together with Audited Financial
Statements of the Company for the Financial Year ended 31st March, 2024.
Further, in compliance with the Companies Act, 2013 the Company has made requisite disclosures in
this Board's Report with the objective of accountability and transparency in its operations to make
you aware about its performance and future perspective of the Company.
FINANCIAL SUMMARY
The audited financial statements of the Company as on 31st March, 2024 are prepared in accordance
with the relevant applicable IND AS and Regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and provisions of the
Companies Act, 2013 (“Act”).
The financial highlights of the Company for the year ended 31st March, 2024 are as follows:
[Rs. In Lacs (except EPS)l
|
Particulars
|
STANDALONE
|
CONSOLIDATED
|
| |
2023-24
|
2022-23
|
2023-24
|
2022-23
|
|
Revenue from operations
|
1252.36
|
2068.30
|
3806.44
|
4530.96
|
|
Other Income
|
6.78
|
11.36
|
55.39
|
68.27
|
|
Total Income
|
1259.14
|
2079.66
|
3861.83
|
4599.23
|
|
Total Expenses
|
1228.62
|
2122.27
|
3477.73
|
4334.31
|
|
Profit/(Loss) before exceptional items &
tax
|
30.52
|
(42.62)
|
384.10
|
264.92
|
|
Exceptional Items
|
0.00
|
0.00
|
2.71
|
3.64
|
|
Profit/(Loss) before tax
|
30.52
|
(42.61)
|
381.39
|
261.28
|
|
Tax Expenses
|
1.32
|
0.76
|
1.42
|
0.55
|
|
Profit/(Loss) after tax
|
29.20
|
(43.37)
|
379.97
|
260.73
|
|
Paid up Equity Share Capital
|
624.72
|
624.72
|
624.72
|
624.72
|
|
Earnings per share (Rs.) Basic & diluted
|
0.47
|
(0.69)
|
6.08
|
4.17
|
INDIAN ACCOUNTING STANDARDS (Ind AS)
As mandated by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting
Standards (“Ind AS”) from 1st April, 2017. The financial statements of the Company for the
financial year 2023-24 have been prepared in accordance with Ind AS, prescribed under Section
133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,
2015 and the other recognized accounting practices and policies to the extent applicable.
DIVIDEND
The strength of your company lies in identification, execution and successful implementation of its
projects. To strengthen the long term prospects and ensuring sustainable growth in assets &
revenue, it is important for your company to evaluate various opportunities in different business
verticals in which your company operates. Your company continues to explore newer opportunities.
Your Board of Directors, considers this be in strategic interest of the company and believes that this
will greatly enhance the long term shareholder's value. In order to fund company's projects and
assignments in its development, expansion and implementation stages, conservation of funds is of
vital importance. Therefore, your Board has not recommended any dividend for the financial year
ended 31st March, 2024.
TRANSFER TO RESERVE
The Board of the Company has decided to retain the entire amount of its profit earned in FY 2023¬
24 in the Retained Earnings account only.
CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the company.
OPERATIONS
During the year under review, Revenue from operations and Other Income of the Company stood at
Rs. 1259.14 Lacs showing decreasing trend over the previous year Revenue from operations and
Other Income Rs. 2079.66 Lacs. Profit/Loss before tax has increased and stood at Rs. 30.52 Lacs as
compared to previous year Net Loss of Rs. 42.62 Lacs and Net Profit/Loss increased and stood at
Rs. 29.20 Lacs as compared to previous year Net Loss Rs. 43.37 Lacs.
On a consolidated basis, the total revenue stood at Rs. 3861.83 Lacs as compared to previous year
figures of Rs. 4599.23 Lacs and Net Profit for the year stood at Rs. 379.97 Lacs as compared to
previous year Net Profit Rs. 260.73 Lacs.
Our Company is under the good management guidance and control that help continued in achieving
the targets of cutting down in the cost of operations and getting efficiency in this area by using
better alternated resources/means.
DEPOSITS
The Company has not accepted any deposits from the public within the meaning of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
The Company has not received any unsecured loan from director during the financial year.
SHARE CAPITAL
The Authorized Share Capital as on 31st March, 2024 was Rs. 7,00,00,000 divided into 70,00,000
equity shares of Rs. 10/- each.
The paid up Equity Share Capital as on 31st March, 2024 was Rs. 6,24,72,000 divided into
62,47,200 shares of Rs. 10/- each.
Further the company has not issued any shares with differential voting rights, sweats equity shares,
Bonus Shares and also not granted stock options as prescribed in Companies Act, 2013 and rules
framed there under.
However, the company has passed Ordinary resolution through Postal Ballot by remote e-voting
process dated July 8th, 2024 and sought the approval of members of the company to increase and
alteration of the existing Authorized Share Capital of the Company from Rs. 7,00,00,000/- (Rupees
Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of face value of Rs. 10/-
(Rupee Ten Only) each to Rs. 15,00,00,000 (Rupees Fifteen Crore Only) divided into 1,50,00,000
(One Crore Fifty Lakh) Equity Shares of face value of Rs. 10/- (Rupee Ten Only) each, by creation
of additional 80,00,000 (Eighty Lakhs) Equity Shares of face value of Rs. 10/- (Rupee Ten Only)
each aggregating to Rs. 8,00,00,000 (Rupees Eight Crores Only).
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
There were no funds which were required to be transferred to Investor Education and Protection
Fund.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD’S REPORT
There has not been any such revision during the year under report.
INSURANCE
All properties and insurable interests of the Company including Building and Plant & Machinery
have been adequately insured.
HUMAN RESOURCE & INDUSTRIAL RELATIONS
Industrial relations were harmonious throughout the year. The Board wishes to place on record their
sincere appreciation to the co-operation extended by all the employees in maintaining cordial
relations.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORTS
A separate report on Corporate Governance in terms of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms integral part of this report. Certificate regarding
compliance of conditions of Corporate Governance Report issued by Practicing Company Secretary
is attached separately to this report.
Management Discussion and Analysis Report as required under Regulation 34 of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is
attached separately to this Annual Report.
DIRECTORS’ RESPONSIBILITIES STATEMENT
To the best of their knowledge and belief, your Directors make the following statements in terms of
Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013:
i) That in the preparation of the annual accounts for financial year ended 31st March, 2024; the
applicable accounting standards have been followed along with proper explanation relating to
material departures, if any;
ii) That 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 at the end of financial year and of the profit/ loss of the
Company for that period;
iii) That the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
iv) That the Directors have prepared the annual accounts on a going concern basis;
v) That the Directors have laid down internal financial controls, which are adequate and are
operating effectively;
vi) That the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Neha Jain (DIN: 07493030), Non Executive Director of the Company, who was liable to
retires by rotation in accordance with the provisions of the Articles of Association of the Company
and being eligible offer herself for re-appointment.
Mr. Sunit Jain (DIN: 06924372) has been re-appointed as an Managing Director of the Company
for a period of 5 (Five) years with effect from 13th April, 2024, until 12th April, 2029 & such re¬
appointment was subsequently ratified by the members of company by way of special resolution
passed through postal ballot by remote e-voting process on July, 8th 2024.
CS Lakhan Dabi, (Membership No.: A-67592) has been appointed as Company Secretary &
Compliance officer of the company w.e.f. 02nd August, 2023 & placed his resignation effective
from 13th January, 2024 due to personal reasons and other pre-occupations.
CS Ujavala Churihar, (Membership No.: A-62951) has been appointed as Company Secretary &
Compliance officer of the company w.e.f. 02nd April, 2024 and she placed her resignation effective
from 09th July, 2024 due to personal reasons and other pre-occupations.
CS Nancy Jain, (Membership No.: A-39736) has been appointed as Company Secretary &
Compliance officer of the company w.e.f. 10th July, 2024 in place of CS Ujavala Churihar..
During the year, Ms. Anjali Jain (DIN; 07757314) has resigned from the post of Independent
Director of Company w.e.f. closing hours of 28th September, 2023 due to personal reasons and pre¬
occupations The Board appreciates the services rendered by him.
During the year, Ms. Shivali Mishra (DIN; 09725476) has resigned from the post of Independent
Director of Company w.e.f. closing hours of 15th September, 2023 due to personal reasons and
unavoidable circumstances. The Board appreciates the services rendered by him.
Further, Mr. Ankit Joshi (DIN: 10303908), Mrs. Kriti Bhandari (DIN: 10303958) and Mrs. Ragini
Chaturvedi (DIN: 10304281), who were appointed as an Additional cum Independent Directors of
the company on 05th September, 2024, have been regularized as Independent Directors of the
company in the annual general meeting held for financial year 2022- 23 on 30th September, 2023,
for a term of five consecutive years i.e., from 05.09.2023 upto 04.09.2028.
In the opinion of the Board, the independent directors appointed during the year possess requisite
integrity, expertise, experience and proficiency.
Details of Directors seeking re-appointment as required under the Listing Regulations are provided
in the Notice forming part of this Annual Report. Their re-appointments are appropriate and in the
best interest of the Company
DECLARATION BY DIRECTORS:
During the year, declarations received from the Directors of the Company pursuant to Section 164
of the Companies Act, 2013. Board appraised the same and found that none of the director is
disqualified holding office as director.
DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations under section 149(7) that they meet the criteria
of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules,
2014, all Independent Directors of the Company have registered themselves with the India Institute
of Corporate Affairs (IICA), Manesar and have included their names in the databank of
Independent Directors within the statutory timeline. They have also confirmed that they will appear
for the online proficiency test, wherever applicable.
NOMINATION AND REMUNERATION POLICY
In compliance with the requirements of Section 178 of the Act and Regulation 19 of the SEBI
Listing Regulations, 2015, the Company has laid down a Nomination and Remuneration Policy
which has been uploaded on the Company’s website. The web-link as required under the Act is as
under: https: // drive. google. com/file/d/1 lJtPai-UBTCrEFKmNhIkN7RBM8aPLtgD/view.
PAYMENT OF LISTING FEE AND DEPOSITORY FEE
The equity shares of the Company are listed on the BSE Limited (BSE). The listing fee for the year
2024-25 has been paid to the Stock Exchange.
The Annual Custodial Fees for the year 2024-25 has been paid to National Depository and
Securities Limited and Central Depository Services Limited.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Following are the particulars of details of Subsidiaries, Joint Ventures and Associates:
|
Sr. No.
|
Name of Address
of the Company
|
CIN
|
Holding/
Subsidiary/
Associates
|
% of Shares
Held
|
|
01.
|
Alpha Tar
Industries Pvt. Ltd.
|
U24200MP1996PTC011003
|
Material
Subsidiary
|
100.00%
|
|
02.
|
Keti Highway
Developers Private
Limited
|
U45203MP2007PTC019487
|
Material
Subsidiary
|
80.98%
|
|
03.
|
Digital Micron Roto
Print Private
Limited
|
U00202MP2005PTC018001
|
Non- Material
Subsidiary
|
100.00%
|
Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules
framed there under and Regulation 33 of the SEBI Listing Regulations, the Company had prepared
consolidated financial statements of the Company and its subsidiary and a separate statement
containing the salient features of financial statement of subsidiary in Form AOC-1 is given in the
“Annexure A” which forms part of this Annual Report.
In accordance with Section 136 of the Companies Act, 2013, the audited financial statements,
including the consolidated financial statements and related information of the Company and audited
accounts of its subsidiary, are available on the website of the Company. These documents will also
be available for inspection till the date of the AGM during business hours at our registered office of
the Company. The Company does not have any joint venture or associate Company as on 31st
March, 2024.
NUMBER OF MEETINGS OF THE BOARD
The Board met 11 (Eleven) times during the financial year. The details of which are given in the
Corporate Governance Report that forms part of this annual report. The intervening gap between
any two Meetings was within the period prescribed under the Companies Act, 2013.
MEETING OF INDEPENDENT DIRECTORS
During the year under review, one meeting of the Independent Directors was held on without the
attendance of Executive Directors and members of management. All the Independent Directors
were present in that meeting.
NUMBER OF COMMITTEE MEETINGS & ATTENDANCE
The details of the Committee Meetings and respective attendance of Members therein are provided
in the Corporate Governance Report forming part of Annual Report
CODE OF CONDUCT
The Company has laid down a code of conduct for all Board members and Senior Management and
Independent Directors of the Company. All the Board members including Independent Directors
and Senior Management Personnel have affirmed compliance with the code of conduct. Declaration
on adherence to the code of conduct is forming part of the Corporate Governance Report.
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, SEBI Listing
Regulations and the Guidance Note on Board Evaluation issued by the Securities and Exchange
Board of India on January 5, 2017.
The Board has carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its committees. The evaluation of all the
directors and the Board as a whole was conducted based on the criteria and framework adopted by
the Board. The performance evaluation of the Independent Directors was carried out by the entire
Board. 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 Secretarial
Department. The Directors expressed their satisfaction with the evaluation process.
FAMILIARIZATION PROGRAMME
Details of the programmes for familiarization of the Independent Directors with the Company, their
roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, business model of the Company, etc. are available on the website of the Company.
INTERNAL FINANCIAL CONTROLS
The Company has adequate internal financial control systems commensurate with its nature of
business and size of the operations of the Company including adherence to Company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information
and to monitor and ensure compliance with applicable laws, rules, and regulations.
The Company has also appointed an Internal Auditor as per the provisions of the Companies Act,
2013. The Company’s internal audit process covers all significant operational areas and reviews the
Process and Control. The Internal Auditor has authority to verify whether the policies and
procedures, including financial transactions, are carried out in accordance with defined processes
and variations and exceptions (if any) are justified and reported properly.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any loans or guarantees or made investment beyond the limits
mentioned under the provisions of Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm’s length
basis and were in the ordinary course of the business. During the year, the Company had not
entered into any contract/ arrangement/ transaction with related parties which could be considered
material in accordance with the policy of the Company on materiality of related party transactions.
Thus, Form AOC-2 is not required.
The Policy on materiality of related party transactions and dealing with related party transactions as
approved by the Board may be accessed on the Company’s website.
A statement showing the disclosure of transactions with related parties as required under Ind AS 24
is set out separately in this Annual Report.
MATERIAL CHANGES AND COMMITMENT BETWEEN THE DATE OF THE BOARD
REPORT AND END OF FINANCIAL YEAR
No material changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year to which these financial statements relate and date of
this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS/ OUTGO
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.
There were no foreign exchanges Outgo during the year under review.
PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES
Disclosure pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, are given in the Annexure B forming part of this report.
During the year under review, none of the employee of the company is drawing more than
Rs.1,02,00,000/- per annum or Rs. 8,50,000/- per month for the part of the year. The information
required under Rule 5(2) and (3) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in the Annexure forming part of this Report. In terms of the
first provision to Section 136 of the Act, the Report and Accounts are being sent to the Members
excluding the aforesaid Annexure. Any Member interested in obtaining the same may write to the
Company Secretary at the Registered Office of the Company.
Further, none of directors is drawing any remuneration or commission from any subsidiary or
associate companies.
POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
The policy on Directors’ Appointment and Remuneration including criteria for determining
qualifications, positive attributes, independence of a director and other matters provided under sub¬
section (3) of Section 178 of the Companies Act, 2013, and under Regulation 19 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 adopted by the Board, The
Details of the said Policy is available on website of the Company.
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included in the Corporate
Governance Report, which forms part of this report. All the recommendations made by the Audit
Committee were accepted by the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has framed a Policy on Reporting Concerns so that Directors and employees can
report their genuine concerns or grievance as and when they think fit.
The Policy assures adequate safeguard against victimization of employees and directors who avail
of the vigil mechanism policy. It also provides for appropriate action against frivolous complaints.
This policy was communicated to all staff members of the Company for their knowledge and
information and was made available on Company’s website at https://samyakinternational.in/.
RISK MANAGEMENT
Provisions of section 134 (3) (n) of the Companies Act, 2013 & Regulation 17(9) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable on the
company, so the company has not has formed a Risk Management Committee.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibility initiatives
as the said provisions are not applicable to the Company.
AUDITORS & AUDITORS REPORT
STATUTORY AUDITORS
Based on the recommendation of Audit Committee and subsequent approval of the Board of
Directors, the appointment of M/s ASHOK KHASGIWALA & CO. LLP, Chartered Accountants
(Firm Registration No. 000743C/C400037) as statutory auditors of the Company for a first term of
5 consecutive years to hold office till the conclusion of the Annual General Meeting to be held for
the financial year 2028-29.
M/s. S.N. Kabra & Co., Chartered Accountants, Indore having firm registration number 03439C
resigned from the office of Statutory Auditor on 12.06.2024 as said auditor’s firm was not peer
reviewed as required under SEBI Listing Regulations.
The Audit Committee of the company recommends the appointment M/s ASHOK KHASGIWALA
& CO. LLP, Chartered Accountants, Indore registered with the Institute of Chartered Accountants
of India (ICAI) vide registration number 000743C/C400037 as the statutory auditor of the company
to the members at the ensuing Annual General Meeting for a first term of 5 consecutive years from
the conclusion of this 30th Annual General Meeting of the Company till the conclusion of the 35th
Annual General Meeting to be held for the financial year 2028-2029. Accordingly, a resolution
proposing the said appointment forms a part of notice calling ensuing Annual General Meeting of
the Company.
In this regard, the Company has received a certificate from the auditors to the effect that if they
satisfy the criteria provided under Section 141 of the Companies Act, 2013, and that the
appointment, if any made, shall be in accordance with applicable provisions of the Act and rules
made there under.
The notes referred to by the Auditors in their Report are self explanatory and hence do not require
any explanation.
Further, there was no fraud in the Company, which was required to report by statutory auditors of
the Company under sub-section (12) of Section 143 of Companies Act, 2013.
COST AUDIT
Your company does not falls within the provisions of Section 148 of Companies Act, 2013 read
with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be
maintained.
INTERNAL AUDITORS
Internal Audit for the year ended March 31, 2024 was done by M/s. M. L. Vishwakarma, Tax Law
Advocate & Consultants. The Board takes his suggestions and recommendations to improve and
strengthen the internal control systems. The Audit Committee reviews adequacy and effectiveness
of the Company's internal control environment and monitors the implementation of audit
recommendations.
The Board has re-appointed M/s. M. L. Vishwakarma, Tax Law Advocate & Consultants, as
Internal Auditor of the company for the year ended March 31, 2025.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder,
the Company has appointed M/s. Ajit Jain & Co., Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the financial year 2023-24. The Secretarial Audit Report for
the financial year 2023-24 is annexed herewith as “Annexure C” forming part of this report.
The comments referred to by the Secretarial Auditors in their Report are self explanatory except
the following:
1. The Company has not submitted initial Disclosure within 30 days from beginning of the
financial year 2023-24 and Annual disclosure within 45 Days of the end of financial year March
31, 2023 as per circulars issued by time to time by Securities and Exchange Board of India and
Stock Exchange.
Explanation: Company could not submit the intimation regarding initial & Annual
Disclosure but in the future company shall strictly adhere to comply the same.
2. The Composition of Board of Director of the company was not compliance with Regulation
17 of SEBI (LODR) Regulations, 2015, from April, 2023 till 04th September, 2023 as the board of
company had comprised only Two (2) Independent Directors, however required to be Three (3)
Independent Directors, as at least half of the board of directors of the company.
As per Regulation 17 of SEBI (LODR) Regulations, 2015 when the chairman of company is an
executive director, then at least half of the board of directors of the listed entity shall consist of
independent directors, however the composition of board of directors of the company was not
properly constituted as from April, 2023 till 04th September, 2023 as the board consist five (5)
directors and only two (2) of which were Independent directors.
BSE INDIA LIMITED has levied fine of said non-compliance for the quarter of June, 2023 is Rs.
Two lakh eighty three thousand two hundred rupees only (2,83,200) and September, 2023 is Rs.
Three lakh eighty nine thousand four hundred Rupees only (3,89,400) on the company. However
company has submitted affirmation and taken responsibility for said non-compliance and also
applied for waiver of fine awaiting their response.
Explanation: Due to resignation of One (1) Independent Director on 14th February, 2023,
the number of Independent Directors was reduced to two (2) Independent Directors. Now
Company has Three (3) Independent Directors and the composition of board is properly
constituted as required under Regulation 17 of SEBI (LODR) Regulation, 2015.
The company has taken the responsibility for the said non-compliance and was not able to
comply said regulation due to inability to find suitable person for the vacant position of
independent directorship.
The company has also applied for waiver of fees and waiting from response on part of BSE
INDIA LIMITED.
3. BSE INDIA LIMITED has levied fine for non-compliance of regulation 19 of SEBI (LODR)
Regulations, 2015 for constitution of Nomination & Remuneration Committee for the Quarter
ended June 2023.
However, the company has properly constitution of Nomination & Remuneration committee as
comprises of Three (3) non - executive directors and two (2) of them were independent directors.
The company has submitted clarification on said respect and applied for waiver of fine and
waiting response.
Explanation: the company has proper composition of Nomination & Remuneration
Committee for the quarter ended June 2023 as comprising Three (3) Non-executive
Directors and Two (2) of them were independent directors.
The company has complied & were no instance of non-compliance of said regulation on our
part.
The company has also applied for waiver of fees, awaiting response from their end.
4. The Company has not published the standalone and consolidated financial results for the
quarter and year ended March 31, 2023 in the English newspaper having nationwide circulation
and vernacular newspaper having wide circular in the state where the registered office of the
company is situated i.e. Maharashtra, as required under sub regulation (1) of Regulation (47) of
SEBI (LODR) Regulation, 2015.
Explanation: Company could not publish financial results for the quarter and year ended
March 31, 2023 in the newspapers but taken positive steps to ensure compliance of said
regulation in future course.
5. The Company has not given intimation for restriction of trading period for the quarter and year
ended March, 31 2023 within the timeline as mentioned under schedule B of sub regulation (1) of
Regulation 9 of SEBI (Prohibition of insider trading) Regulation, 2015 as the intimation
regarding the trading restriction has given to exchange simultaneously with the intimation of
notice of board meeting proposed to approve financial results for the said period.
Explanation: Company could not submit the intimation within timeline as specifies under
respective regulation but in the future company shall strictly comply the same.
6. The Company has not submitted Intimation for Board Meeting for consideration of Standalone
& Consolidated financial Results for quarter and year ended March 31, 2023 in XBRL Mode with
the Stock Exchange.
Explanation: Due to technical error, the company could not submit the intimation in XBRL
Mode with the Stock Exchange in XBRL mode.
7. The Company has not disseminated the outcome of board meeting considering and approving
quarterly & financial result for March 31, 2023 within the period of Thirty (30) minutes from the
conclusion of Board meeting as board meeting was concluded at 06.00 P.M. and outcome of
board meeting has disseminated at 06.35 P.M., however the disclosure regarding the same
required to be given till 06.30 P.M. as per requirements of regulation 30 of SEBI (LODR)
Regulation, 2015.
Explanation: Due to technical glitch, the company could not disseminate the outcome of
board meeting considering and approving quarterly & financial result for March 31, 2023
within 30 minutes as required but submitted the same.
8. There was no Company Secretary/Compliance Officer during the period starting from 16th
January, 2024 to till the end of the Financial Year 2024, as per the provisions of regulation 6(1) of
SEBI (LODR) Regulation, 2015.
Explanation: The Company has appointed Company Secretary/ Compliance Officer on 02nd
April, 2024 which is within the timeline of 3 months as mentioned in Regulation 6 of SEBI
Listing Regulations, 2015
9. The Shareholding of Promoter (s) and Promoters group are not 100% in dematerialized form
as required under Regulation 31(2) of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015.
Explanation: The Company has informed to the Promoters for the Dematerialization of
their holdings.
10. The company has delay in payment of listing fees as require to be paid till April, 30, 2023 for
the financial year 2023-2024 as per Regulation 14 of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015. However the company has paid the same with due interest on
September, 01st ,2023.
Explanation: The Company has paid the amount of listing fees on 01st September, 2023 with
applicable interest, the company will strictly comply the timeline of payment of listing fees
in nearby future.
SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARIES
For the financial year 2023-24, Alpha Tar Industries Private Limited and Keti Highway
Developers Private Limited are the material unlisted subsidiary of the Company. In terms of
Regulation 24A of SEBI Listing Regulations, 2015, as amended read with Section 204 of the Act,
Secretarial Audit of material unlisted subsidiaries has been conducted for the year 2023-24 by M/s.
Ajit Jain & Co., Practicing Company Secretary.
The Secretarial Audit Report of both the material unlisted subsidiary has been annexed herewith as
Annexure ‘D’.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Secretarial Compliance Report for the financial year ended 31st March, 2024 on compliance of
all applicable SEBI Regulations and circulars/guidelines issued thereunder, was obtained from M/s.
Ajit Jain & Co., Practicing Company Secretary.
PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the code as per SEBI (Prohibition of Insider Trading)
Regulations, 2015; The Details of the said code is available on website of the Company.
BUSINESS RESPONSIBILITY REPORT
The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for
the financial year ending March 31, 2024.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulator or courts or tribunals impacting
the going concern status of the Company and future operations.
APPLICATION OR PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016
There is no application made or no proceeding pending under the Insolvency and Bankruptcy Code,
2016. There was no instance of onetime settlement with any Bank or Financial Institution.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF:
Not Applicable, as there was no One Time Settlement of loan taken from Banks or any financial
Institutions. Hence, the difference in valuation does not arise
SECRETARIAL STANDARDS
The Company complies with all applicable mandatory secretarial standards issued by the Institute
of Company Secretaries of India.
IMPLEMENTATION OF CORPORATE ACTION
During the year under review, the Company has not failed to implement any Corporate Actions
within the specified time limit.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of the Companies Act, the annual return is available at
Company’s website at https: // samyakinternational .in/.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an anti harassment policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered under the policy. An Internal
Complaints Committee (ICC) has also been set up to redress complaints received on sexual
harassment. There was no complaint received from any employee during the financial year 2023-24
and hence no complaint is outstanding as on 31.03.2024 for redressal.
ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to all the employees of the Company for their
enormous personal efforts as well as their collective contribution during the year. The Directors
would also like to thank the shareholders, customers, suppliers, bankers, financial institutions and
all other business associates for their continuous support given by them to the Company and their
confidence in the management.
For and on behalf of the Board of Directors
SUNIT JAIN
Chairman & Managing Director
DIN: 0692437
Place: Indore
Dated: August 26, 2024
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