To,
The Members,
SAMYAK CORPORATION LIMITED
The Board of Directors have the pleasure of presenting the 39th
Annual Report on the business and operations of the Company, together with the Audited
Statements of Accounts and the Auditors' Report for the Financial Year ended 31st March, 2024.
1. FINANCIAL RESULTS
(Rs. In Lacs)
| P A R T I C U L A R S |
2023-24 |
2022-23 |
| Revenue from
Operations |
- |
6026.15 |
| Other Income |
56.58 |
33.34 |
| Total Revenue |
56.58 |
6,059.49 |
| Total Expenses |
29.41 |
5,950.74 |
| Profit Before Tax |
27.17 |
108.75 |
| Tax Expense |
4.81 |
27.24 |
| Profit for the Year |
22.36 |
81.51 |
2. REVIEW OF OPERATIONS & STATEMENT OF COMPANY'S AFFAIRS
The Company recorded a turnover of NIL during the year as against INR
6026.15 in the previous year. The Profit of INR 22.36/- lakhs as compared to 81.51/- Lakh
in the previous financial year. The management of the Company is putting their best
efforts to improve the performance of the Company.
3. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the Company during the
reporting period.
4. CAPITAL STRUCTURE
Authorized Share Capital
The Authorized Share Capital of the Company is INR 10,00,00,000/- (Ten
Crore Only) divided into 100,00,000 (One Crore) Equity Shares of INR 10/- (Ten) each.
During the year under review, there was no change in the Company's Issued, Subscribed and Paid-up Equity Share Capital of the
Company.
Paid-up Share Capital
During the financial year under review, the Issued and Paid-up Capital
of the Company was remained at INR 10,00,00,000/- (Ten Crore Only) divided into 100,00,000
(One Crore) Equity Shares of Face value of INR 10/- (Ten) each.
5. DIVIDEND
The Board of Directors has not recommended any dividend for the
financial year ended on 31st March,
2024. Since the Board has considered it financially prudent in the
long-term interest of the company to re-invest the profits into the business of the
Company to build a strong reserve base and to grow the business of the company.
6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not
apply as there was no outstanding unclaimed/unpaid dividend as on 31st March
2024.
7. TRANSFER TO RESERVES
During the Financial Year 2023-24, the Company has not transferred any
amount to General Reserves.
8. BOARD MEETINGS HELD DURING THE YEAR
During the financial year under review, Your Board Eight (8 ) times to
deliberate on various matters on 9th May, 2023, 12th May, 2023, 11th
August, 2023, 2nd September,2023, 5th September 2023, , 6th
November 2023, 8th February 2024, and 30th March,2024.
The maximum interval between any two meetings did not exceed 120 days.
Presently the Board of Director consist:
| Name of the
Director |
Category |
Number of Board Meetings entitled to attend |
Board
Meeting Attended |
| MrTanuj Sharma |
Managing
Director |
8 |
8 |
| Mr. Waseem Ahmad |
Independent
Director |
8 |
8 |
| Mr. Numair Ahmad |
Independent
Director |
8 |
8 |
| Ms. Priya Rawat |
Non-Executive
Director |
8 |
8 |
| Mr. Rohit Kumar |
Executive
Director |
8 |
8 |
9. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies
Act, 2013, The Directors, to the best of their knowledge and ability, hereby confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed;
(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 at the end of the
financial year and of the profit and loss of the company for that period;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 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 were
operating effectively
(f) The Directors have devised proper system to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
10. DECLARATION OF INDEPENDENCE OF DIRECTORS
Pursuant to Section 149(7) of the Companies Act, 2013, the Company has
received necessary declaration from each Independent Directors confirming that they meet
the criteria of independence as prescribed under Section 149(6) of the Act and SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015.
11. COMMITTEE(S) OF THE BOARD
As on March 31, 2024, your Board has following mandatory Committees:
- Audit Committee; and
- Nomination and Remuneration Committee.
- Stakeholder Relationship committee
• AUDIT COMMITTEE
The Company has duly constituted Audit Committee u/s 177 of the
Companies Act, 2013 and at the year ending 31st March, 2024 consisting of Three
(3) members out of whom Mr. Waseem Ahmad, Independent Directors and Mr. Numair Ahmad,
Independent Directors are the members of the Committee and Mr. Tanuj Sharma is the
Chairperson of the Committee.
The Company Secretary of the Company acts as the Secretary to the Audit
Committee. The primary objective of the Audit Committee is to monitor and provide an
effective supervision of the management's financial reporting process, to ensure accurate and timely
disclosures, with the highest levels of transparency, integrity and quality of financial
reporting. The Audit Committee overseas the work carried out in the financial reporting
process by the management, the Internal Auditors and the Independent Auditors notes the
processes and safeguards employed by each of them. All possible measures must be taken by
the Audit Committee to ensure the objectivity and independence of the independent
auditors.
The Board has accepted all recommendations of Audit Committee.
AUDIT COMMITTEE ATTENDENCE
During the year under review total 4 (Four) Meetings of the Committee
were held on 12th May 2023, 11th August 2023, 2nd
September,2023, 6th November 2023,8th Febuary 2024.The maximum
interval between any two meetings did not exceed 120 days. Presently audit committee
consist of following members:
| Names of Director |
Category |
Audit
Committee Meetings entitled to Attend |
AuditCommittee
Meetings Attended |
| Mr. Tanuj Sharma |
Executive
Director/ Chairperson |
4 |
4 |
| Mr. Waseem Ahmed |
Independent
Director |
4 |
4 |
| Mr. Numair Ahmed |
Independent
Director |
4 |
4 |
• NOMINATION & REMUNERATION COMMITTEE
The Company has duly constituted a Nomination & Remuneration (NR)
Committee u/s 178 of the
Companies Act, 2013 as on March 31, 2024 composition of Nomination
& Remuneration committee are
as under:
1. Mr. Waseem Ahmad (Member)
2. Mr. Numair Ahmad (Chairperson)
3. Ms. Priya Rawat (Member)
The terms of reference of the NR Committee, the primary objective of
the NR Committee is following:
i. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria laid down and to
recommend to the Board their appointment and/or removal;
ii. To undertake a process of due diligence to determine the
suitability of the person for appointment / continuing to hold appointment / renewal of
appointment, as a director on the Board, based upon qualification, expertise, track
record, integrity and other ‘fit
and proper' criteria;
iii. To scrutinize the Declarations, Undertakings and / or other
documents received from the Directors;
iv. To review the size of Board and also review whether the Board
reflects the appropriate balance of independence, sound judgment, business,
specialization, technical skills, diversity and other desired qualities and recommend to
the Board appropriate changes;
v. To carry out evaluation of performance of Board, its committees and
individual directors;
vi. To formulate and recommend to the Board, the criteria for
determining qualifications, positive attributes and independence of a Director;
vii. To implement policy relating to the remuneration of the Directors,
key managerial personnel and other employees;
viii. To recommend to the Board whether to extend or continue the term
of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors, if any;
ix. To recommend to the Board all remuneration, in whatever form,
payable to Directors, Key Managerial Personnel and senior management;
x To devise a policy on Board diversity, if required;
xi. To implement, policy on ascertaining the fit and proper criteria of
the directors at the time of appointment, and on a continuing basis, which shall be on the
lines of the Guidelines issued by RBI;
xii. To recommend further amendment, modification and changes in the
Nomination andRemuneration Policy and policy on ascertaining the fit and proper criteria
of the directors;
xiii. Assist the Board in fulfilling its corporate governance
responsibilities relating to remuneration of Board, KMPs and Senior Management members;
xiv. To scrutinize the quarterly statement filed with RBI on the change
of Directors and a certificate from the Director that fit & proper criteria in
selection of Director's have
been followed;
xv. Ensure that level and composition of remuneration is reasonable and
sufficient, relationship of remuneration to performance is clear and meets appropriate
performance benchmarks.
The Nomination & Remuneration Policy of the Company is available on
the Company's website_ https://www.samvakcorp.com/
During the financial year ended March 31, 2024, Committee has met Once on 6th
November,2023.
• STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has duly constituted a Stakeholders Relationship Committee
u/s 178 of the Companies Act, 2013 as on March 31, 2024 composition of Nomination &
Remuneration committee are as under:
4. Mr. Waseem Ahmad (Member)
5. Mr. Numair Ahmad (Chairperson)
6. Ms. Priya Rawat (Member)
During the financial year ended March 31, 2024, Committee has met once
on 6th November,2023.
• SEPARATE MEETING OF INDEPENDENT DIRECTORS
In accordance with the provisions of Companies Act 2013 and Regulation
25(3) of LODR, a separate meeting of the Independent Directors of the Company was held on
24th March, 2024 to discuss the agenda item as prescribed under Regulation 25(4) of LODR.
The Meeting was attended by Mr. Waseem Ahmad & Mr. Numair Ahmad.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act, 2013, every Listed Company
shall establish a vigil mechanism (similar to Whistle Blower mechanism). In pursuance of
the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/
whistle blower policy for directors and employees to report genuine concerns has been
established and approved by Board. The policy is uploaded on the website of the Company.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF
THE COMPANIES ACT, 2013
The particulars of loans, guarantees and investments, wherever
required, have been disclosed inthe financial statements, which also forms part of this
report.
14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under sub-section (3)(m) of Section 134
of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are
annexed herewith at "Annexure
III".
15. RISK MANAGEMENT
The Company is aware of the risks associated with the business. It
regularly analyses and takes corrective actions for managing/ mitigating the same. The
Company has framed a formal Risk
Management Framework for risk assessment and risk minimization which is
periodically reviewed to ensure smooth operation and effective management control. The
Audit Committee also reviews the adequacy of the risk management framework of the Company,
the key risks associated with the business and measure and steps in place to minimize the
same.
16. CODE OF CONDUCT AND ETHICS
The Board of Directors of the Company has adopted a Code of Conduct and
Ethics for the Directors and Senior Executives of the Company. The object of the Code is
to conduct the company's
business ethically and with responsibility, integrity, fairness, transparency and honesty.
The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the
environment in which the Company operates. The Company has disclosedinformation about the
establishment of the code on its website.
17. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read
with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable on
the Company.
18. COMPOSITION OF BOARD OF DIRECTORS
During the year under review, Ms. Priya Rawat has been appoint as
Non-Executive Director of the Company. Further, At present Company is comprised of
following Directors on the Board:
| DIRECTORS |
CATEGORY |
| Mr. Tanuj Sharma |
Managing
Director |
| Ms. Priya Rawat |
Non-Executive
Director |
| Mr. Waseem Ahmad |
Independent
Director |
| Mr. Numair Ahmad |
Independent
Director |
| Mr. Rohit Kumar |
Executive
Director |
19. DETAILS OF KEY MANAGERIAL PERSONNEL
• Chief Financial Officer:
During the year under review, there is no change in the Chief Financial
Officer of the Company. Further, Mr. Yash Kumar Gupta is a Chief Financial Officer of the
Company.
• Company Secretary and Compliance Officer
During the year under review, there is no change in the Company
Secretary and Compliance Officer of the Company. Further, Mr. Vinay Kumar Gupta is a
Company Secretary and Compliance Officer of the Company.
20. BOARD EVALUATION
As per provisions of Section 134(3) of the Companies Act, 2013 and
Rules made there under, the Board of Directors has carried out an annual evaluation of its
own performance, Board Committees and individual directors.
The performance of the Board of Directors and its Committees were
evaluated on various parameters such as structure, composition, experience, performance of
specific duties and obligations, quality of
decision making and overall effectiveness.
The performance of individual Directors was evaluated on parameters,
such as meeting attendance, participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of
Independent Directors, Nomination Committee and Audit Committee and also discussed various
initiatives to further improve the Board effectiveness.
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.
21. SUBSIDIARY COMPANIES/ JOINT VENTURES/ ASSOCIATES
The Company does not have any Subsidiary, Joint Venture or Associate
Company; hence the provisions of Section 129(3) of the Companies Act, 2013 relating to
preparation of consolidated financial statements are not applicable.
22. AUDITORS AND AUDITOR'S REPORT Statutory Auditors
In Compliance with the provisions of Companies (Audit and Auditors)
Rules, 2014, M/s TDK & Co., Chartered Accountants having Firm Registration Number
109804W have been appointed as Statutory Auditors of the Company who shall hold the office
till the conclusion of the 38th AGM of the company to be held in the year 2024.
The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not
call for any further comments u/s 134(3) (f)(i) of the Companies Act, 2013. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
Secretarial Auditor
In terms of Section 204 of the Act and Rules made there under, M M/s.
Amit Saxena & Associates, Company Secretaries, having its Office at B-701, 5th
Parkashdeep Building,7, Tolstoy Marg, Barahkhamba Road,
New Delhi - 110001, were appointed as Secretarial Auditors for the
financial year 2021-22, The Secretarial Audit's Report for the financial year ended on March 31, 2024 is annexed
herewith marked as ("Annexure
- IV") to this
report.
Internal Auditor
In term of Section 138 of the Act and Rules made thereunder M/s. Jain
Rajeev & Associates, Chartered Accountant (FRN. 027521N) as internal auditor of the
Company for the financial year 2023-24 on such remuneration as may be fixed by the
management of the company with the consultation of Audit Committees having its office Shop
No. 1, 1st Floor, Opp. Allahabad Bank, Railway Road, Modinagar - 201204, UP, as Internal
Auditor for the financial year 2023-24.
Cost Auditor
Maintenance of cost records and requirement of cost audit as prescribed
under the provisions ofSection 148(1) of the Act are not applicable for the business
activities carried out by the Company.
23. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and
SS-2, relating to ‘Meetings
of the Board of Directors'
and ‘General Meetings', respectively, have been duly complied
with by the Company.
24. MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year of the Company to which the
financial statement relates and date of this report.
25. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures
adopted by the Company for ensuring the orderly and efficient conduct of its business,
including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. The company has a well-placed, proper and adequate
Internal Financial Control system which ensures that all the assets are safeguarded and
protected and that the transactions are authorized, recorded and reported correctly. To
further strengthen the internal control process, the company has developed the very
comprehensive compliance management tool to drill down the responsibility of the
compliance from top management to executive level.
26. DEPOSITS
The Company has not accepted any public deposit as such, no amount on
account of principal or interest on deposits was outstanding as on the date of the Balance
Sheet for the F.Y. 2023-24.
27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has adopted a policy on prevention, prohibitions and Redressal
of sexual harassment at workplace in line with the provision of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has set up
Committee for implementation of said policy. During the year Company has not received any
complaint of harassment.
28. SIGNIFICANT AND MATERIAL ORDER
There are no significant and material orders passed by the regulators,
courts or tribunals having an impact on the future operations of the Company or it's the going concern status.
29. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
As per SEBI Listing Regulations, Management Discussion and Analysis
Report is annexedherewith at ("Annexure-V").
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES
All contracts/ arrangements/ transactions entered by the Company during
the FY 2023-24with related
parties were on an arm's length basis and in the ordinary course of business. There were no
material Related Party Transactions (RPTs) undertaken by the Company during the year that
require shareholders'
approval under Regulation 23(4) of the SEBI Listing Regulations or Section 188 of the Act.
All the transactions were in compliance with the applicable provisions of the Act and SEBI
Listing Regulations.
The Particulars or arrangements with related parties for the financial
year 2023-24 are annexed herewith as "Annexure I" to the financial statements in form AOC-2. The details of
related party disclosures (if any) also form part of the notes to the financial statements.
31. REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES
The statement including the details of employees as required to be
furnished in accordance with the provisions of Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014 are set out in "Annexure-II"
to this Report.
The Company has paid Remuneration to Directors of the Company in
pursuant to applicable provisions of the Companies Act 2013 and Rules made thereunder.
32. CORPORATE GOVERNANCE
Provisions relating to Corporate Governance Report under Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not
applicable to as the paid-up share capital and net worth is below the limits mentioned in
Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
hence the same has not been annexed to the Board's Report.
33. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016
As there is no application made or pending under Insolvency and
Bankruptcy Code, 2016, so there is no requirement to give details of application made or
any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
34. ACKNOWLEDGEMENT
The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees of the Company. The Board of
Directors would also like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, government and regulatory
authorities, stock exchanges, customers, vendors, members during the year under review.
| Date: 04th
September 2024 |
For
& on Behalf of the Board of Directors |
| Place: New Delhi |
Samyak
Corporation Limited |
Sd/- |
Sd/- |
Tanuj Sharma (Managing |
Rohit Kumar |
Director) |
(Director) |
DIN:
07154263 |
DIN:
09809167 |