Samtel India Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2025

Your Directors have pleasure in presenting the 43^rd Annual Report together with the audited financial
results for the financial year ended March 31, 2025.

Financial Results (Rs in Lakhs}

Particulars	Financial Year	Financial Year
	2024-25	2023-24
Revenue from operations (Gross}	0.50	0.00
Less : Excise Duty	0.00	0.00
Revenue from operations (Net}	0.50	0.00
Other Income	14.63	42.45
Profit/ (-) Loss before Interest, Depreciation and Tax	15.13	42.45
Interest	5.55	5.33
Depreciation	0.00	0.00
Sales Tax Provisions Written Back	0.00	0.00
Profit/(Loss) after Tax	(10.29)	(2.25)
Provision for Tax	Nil	Nil
Deferred Tax Assets	0.19	0.00
Profit /(Loss) for the year	(10.48)	(2.25)

T ransfer to General Reserves

During the year, the amount of Rs. NiL has been transferred to the reserve and surplus accounts..
Dividend

Your Directors do not recommend any dividend for the financial year ended 2024-25.

Share Capital

During the year under review, the Company has not issued any kind of equity shares including shares
with differential voting rights, Bonus, Sweat Equity or Shares under employee stock options etc. The
Company does not have any scheme to fund its employees to purchase the shares of the Company.
The paid up share capital of the Company as on March 31, 2025 was Rs. Rs. 708.42 Lakhs
consisting of 7087943 number of equity shares of Rs. 10/- each.

As on March 31, 2025 none of the Directors of the Company except the following, held shares or
convertible instruments of the Company

Name of the Director	Equity Shares Held
Mr. Satish K Kaura	38067
Mrs. Alka Kaura	8273

Company Performance

During the financial year under review, the Company registered Revenue / other income of Rs. 15.13
lakhs as against Revenue / other income of Rs. 42.45 lakhs and Company ended the financial year
with net loss of Rs. 10.48 lakhs as against net loss of Rs. 2.25 lakhs during the previous financial
year.

The manufacturing activities of the Company was closed in 2003-04 due to technology obsolescence.
Thereafter, after the business of the Company of dealing with color picture tubes and man power
supply also suffered setbacks in 2012-''13. Since, then all the efforts of the Company to revive its
business activities have not been successful for various factors including liquidity crunch. Your
Directors are seized of the matter and the Company is making efforts to explore the possibilities of
entering into development and manufacturing of electronic displays for use of Railways Industry
across the Golbe including Indian Railways.

Future Outlook

The Company was pioneer in bringing the display technology into India way back in 1980 by
manufacturing black & white picture tubes. Due to change in Technology from Black and white TV’s
to Colour TV’s and subsequently to latest Technologies like LED or OLED the Samtel Group/
Promoters went under Financial stress and could not do any Financial infusion in Samtel India
Limited.

The group companies have developed capability of developing display systems for multi usages like
railways and other applications. The market and demand for electronic displays in India is quite huge.
It is used in Airforce, defence railways & in Industry. Government of India is one of the largest
customer. Many of these products are being imported presently and the new policies including MAKE
IN INDIA supporting local manufacturing are expected to create huge demand for multi usages
display systems.

Considering the existing and future plans of Indian Railways, it is expected that the requirements of
displays and services related thereto will grow sharply and create big opportunity .

Samtel India Limited is planning to tap the demands of Indian Railway and gradually scale up its e
operations in Indian Railway display systems and other products.

Change in Nature of Business

There is no change in the nature of business of the Company.

Material Events Occurring after Balance Sheet Date

There have been no material changes and commitments affecting the financial position of the
Company which have occurred between the end of financial year to which the balance sheet relates
and the date of this_Report.

Subsidiary Company & Associate Company

Your Company has no subsidiary or associate company. It is also not a subsidiary of any other
company.

Particulars of Loans, Guarantees Or Investments

The Company neither has made any investments nor has given any loans or guarantees or provided
any security during the year under review.

Particulars of Loans, Guarantees, and Investment covered under the provisions of Section 186 of the
Companies Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are
provided in Notes of the Financial Statement.

Fixed Deposits

Your Company has not accepted any public deposits during the financial period under review and as
such, no amount of principal or interest was outstanding on the date of Balance Sheet.

Extract of Annual Return

The details forming part of the extract of the Annual Return pursuant to Section 1 34(3)(a) of the
Companies Act, 201 3 and Rules made thereof are annexed herewith in the form of MGT 9 and
marked Annexure C.

Corporate Social Responsibility

The Company does not qualify for mandatory CSR activities in accordance with Section 1 35 of the
Companies Act, 201 3.

Related Party Transactions

The Company has not entered into any transaction as defined u/s 188 of the Companies Act, 2013
with any Related Party during the financial year 2024-25. The Company has adequate policy and
mechanism to ensure that all Related Party Transactions that will be entered into by the Company
would be in compliance with the applicable provisions of the Companies Act, 201 3.

Risk Management

The Company has adopted a Risk Management Policy in accordance with the provisions of the
Companies Act, 2013 and Listing Obligations & Disclosure Requirements (LODR). It establishes
various levels of accountability and overview within the Company, while vesting responsibility for
each significant risk.

Internal Controls Systems and Adequacy

The Company has adequate internal control system commensurate with size and nature of its
business.

Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mrs. Alka Kaura,
Director (DIN 00687365) is liable to retire by rotation at the 43rd Annual General Meeting of the
Company and being eligible, offers herself for re-appointment. The Board recommends her re¬
appointment. Brief resumes of Mrs. Alka Kaura have been provided as an Annexure to the Notice
convening the Annual General Meeting.

Mr. Rajesh Kumar Bhalla (DIN: 07784556) and Mr. Dhruv Sethi (DIN: 08558395), are the
Independent Directors of the Company

Key Managerial Personnel (‘KMP’)

In terms of Section 203 of the Act, the following are the KMPs of the Company:

Mr. Satish K Kaura - Managing Director
Ms. Divya Mittal- Company Secretary
Mr. Anurag Minhas- Chief Financial Officer

Governance Guidelines

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines
cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity,
definition of independence, Director term, retirement age and Committees of the Board. It also covers
aspects relating to nomination, appointment, induction and development of Directors, Director
remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of
Board Committees.

Listing

The Equity Shares of the company were listed on the Bombay Stock Exchange Limited, however, at
present the same stand delisted vide order dated 08th May 2024 of the Bombay Stock Exchange.
Aggrieved, the company preferred appeal before the Hon’ble Securities Appellate Tribunal. The
Hon’ble Tribunal vide its Order dated April 30, 2025 has directed the Company to make good all the
non-compliances to get its equity shares listed again on the Stock Exchange. The company has
already compiled with the directions of the Hon’ble Tribunal and your Directors are hopeful of re¬
listing of the Equity shares of the Company during the current financial year.

Compliance of the Secretarial Standard issued by ICSI

The Board confirms that, during the period under review, the Company was following all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from
time to time.

Procedure for Nomination and Appointment Of Directors

The Nomination and Remuneration Committee is responsible for developing competency
requirements for the Board based on the industry and strategy of the Company. Board composition

analysis reflects in-depth understanding of the Company, including its strategies, environment,
operations, financial condition and compliance requirements.

Criteria for Determining Qualifications, Positive Attributes and Independence of A Director:

The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions of Section 178
(3) of the Act and SEBI (LODR) Regulations 201 5 and as per the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent
Director’ if he/ she meet with the criteria for ‘Independent Director’ as laid down in the Act and SEBI
(LODR) Regulations 2015 and as per the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of
thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has
an appropriate blend of functional and industry expertise. While recommending the appointment of a
Director, the Nomination and Remuneration Committee considers the manner in which the function
and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board
of the Company are also expected to demonstrate high standards of ethical behavior, strong
interpersonal and communication skills and soundness of judgment. Independent Directors are also
expected to abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken
an evaluation of its own performance, the performance of its Committees and of all the individual
Directors based on various parameters relating to roles, responsibilities and obligations of the Board,
effectiveness of its functioning, contribution of Directors at meetings and the functioning of its
Committees. The Directors expresses their satisfaction with the evaluation process.

The performance evaluation of the Independent Directors was carried out by the entire Board,
excluding the Director being evaluated. The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent Directors who also reviewed the
performance of the Board as a whole.

Code of Conduct for Prevention of Insider Trading

The Company has adopted the Insider Trading Policy of the Company in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulations, 201 5 as amended from time to
time. The Insider Trading Policy of the Company lays down guidelines and procedure to be followed
and disclosure to be made while dealing with shares of the Company, as well as consequences of
violation. The Policy has been formulated to regulate, monitor and ensure reporting and maintain
highest ethical standards of dealing in Company securities.

Remuneration Policy

At present the Managing Director of the Company does not draw any remuneration. None of the
Directors of the Company as an austerity measure receives any sitting fee or other emoluments.

Board and Committee Meetings

During the year under review the Directors of the Company met 6 times on 29th May, 2024, 3rd
July, 2024, 18th July, 2024, 14th August, 2024, 14th November 2024, and 14th February 2025.

The intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013.

During the year under review, the Audit Committee comprised of 3 (three) Members out of which 2
(two) were Independent Directors and 1 (one) was a Non-Executive Non-Independent Director. During
the year, 4 Audit Committee Meetings were held, details of which are provided in the Corporate
Governance Report.

There have been no instances during the year when recommendations of the Audit Committee were
not accepted by the Board.

Directors’ Responsibility Statement

Pursuant to Section 1 34 (3) (c) and 1 34 (5) of the Companies Act, 201 3, the Board of Directors, to
the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2025 the
applicable accounting standards have been followed and that there are no material departures;

(ii) that the Company has selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent, so as to give a true and fair
view of the state of affairs of the Company at the end of the financial year and of the loss of the
Company for that period;

(iii) that the Company has 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;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that proper internal financial controls to be followed by the Company have been put in place
and that such internal financial controls are adequate and are operating effectively;

(vi) that systems to ensure compliance with the provisions of all applicable laws have been put in
place and that such systems are adequate and operating effectively.

Action under Insolvency and Bankruptcy Code, 2016

As per the information available with the Company, your Directors state that during the year under
review, there were no applications or proceedings pending in the name of the Company under the
Insolvency Bankruptcy Code, 201 6.

Material Changes Affecting the Company

There have been no material changes and commitments affecting the financial position of the
Company between the end of the financial year and date of this report. Further, there has been no
change in the nature of business of the Company.

Policy on Prevention, Prohibition and Redressal of Sexual Harassment At Workplace

The Company has adopted zero tolerance for sexual harassment at workplace and has adequate
mechanism to address and act upon complaints, if any. It has formulated a policy on Prevention,
Prohibition and Redressal of Sexual Harassment at the work place in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules thereunder for prevention and redressal of complaints of sexual harassment at work place. The
Company has set up an internal committee as mandated in the Act.

The Company has not received any complaint of sexual harassment during the financial year 2024¬
25. Thus, no complaint is pending as on 31.03.2025.

Disclosure under Maternity Benefits Act, 1961

Your company complies with the provisions of Maternity Benefits Act, 1961. The Company has not
received any application/request for maternity leave from any women employees of the Company
during the year under review.

Significant and Material Orders Passed by the Regulators or Courts

During the year under review nNo significant material orders have been passed by the Regulators or
Courts or Tribunals which would impact the going concern status of the Company and its future
operations.

Vigil Mechanism/ Whistle Blower Policy

The Company has formulated a Whistle Blower/Vigil Mechanism Policy to provide Vigil Mechanism for
all concerned including Directors of the Company to report genuine concerns. The provisions of this
policy are in line with the provisions of Section 179(9) of the Companies Act, 2013 and Regulation
22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 201 5.

Auditors & Audit Report

The current Statutory Auditors of the Company are M/s. R. Sharma & Associates, Chartered
Accountants (Regd. No. 003683), who have been appointed at the 40^th Annual General Meeting to
hold office for a term of 5 years i.e. till conclusion of 45^th Annual General Meeting.

The Auditors’ Report does not contain any qualification, reservation or adverse remark on the
financial statements for the financial year ended March 31, 2025. The Notes on financial statements
referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

During the year under review, the Statutory Auditors have not reported any instances of frauds
committed in the Company by its officers or employees.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the financial year
2023-24 was carried out by Mr. Vinod Goyal of M/s V Goyal & Associates, New Delhi, a Company
Secretaries in Practice. The Secretarial Audit Report is annexed as Annexure B.

Explanations with regard to the observations/qualifications of the Auditors’ are as under :

As stated above, the Company has complied with the directions of the Hon’ble Securities Appellate
Tribunal (SAT) and the equity capital of the Company is expected to be re-listed by BSE Limited
during the current financial year.

Declaration under SEBI (LODR) Regulation 2015 & the Listing Agreement

All Directors of the Company have affirmed compliance with the Code of Conduct for Board Members
and Senior Management executives for the period April 1, 2024 to March 31, 2025.

Corporate Governance

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate
Governance as prescribed under the SEBI (LODR) Regulations 201 5 & the Listing Agreement with the
Stock Exchange.

A separate Report on Corporate Governance alongwith necessary Certificates and Report on
Management Discussion & Analysis are enclosed as part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report and the Report on Corporate Governance, as
required under & SEBI (LODR) Regulations 2015 & the Listing Agreement, forms part of the Annual
Report.

Statutory Disclosures

None of the Directors of your Company is disqualified as per the provisions of Section 164 of the
Companies Act, 2013. All the Directors have made necessary disclosures as required under various
provisions of the Companies Act and SEBI (LODR) Regulations 201 5 & the Listing Agreement.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings
and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies
(Accounts) Rules, 2014, is annexed as Annexure C.

Particulars of Employees and Remuneration

None of the employees of the Company is in receipt of remuneration equal to or in excess of the
limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Extract of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of the Companies (Management and

Administration) Rules, 2014, an extract of Annual Return for the financial year ended March 31,2025
in MGT -9 is attached as “Annexure -“ to this Report.

Acknowledgement

Your Directors wish to thank all the stake holders of the Company for their continued support and
co-operation.

On behalf of the Board of Directors
Sd_

Satish K Kaura

Chairman & Managing Director
New Delhi
August 14, 2025

---

Mar 31, 2015

Dear Members,

The Directors hereby present their Thirty Third Annual Report on the business and operations of the Company and the audited financial statements for the year ended 31st March, 2015.

FINANCIAL RESULTS (Rs in Lacs)

Particulars Financial Year Financial Year 2014-15 2013-14

Revenue from operations (Gross) Nil Nil

Less : Excise Duty Nil Nil

Revenue from operations (Net) Nil Nil

Other Income 23.20 2.07

Profit/ (-) Loss before Interest, Depreciation (22.96) (183.90) and Tax

Interest 6.40 10.82

Depreciation 0.11 0.03

Profit/QLoss) after Tax (22.96) (183.90)

Provision for Tax Nil Nil

Deferred Tax Assets Nil Nil

Profit for the year (22.96) (183.90)

Balance of Profit/(Loss) brought forward (1591.25) (1407.35) from Previous Year

Appropriations

Transfer to General Reserve (22.96) (183.90)

Balance Profit/(-) Loss carried forward to (1614.21) (1591.25) Balance Sheet

The Company does not propose to transfer any amount to the General Reserves.

DIVIDEND

Your Directors do not recommend any dividend for the financial year ended 2014-15.

SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 708.42 lacs. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Details of Directors' Shareholding have been given elsewhere in the Directors' Report.

COMPANY PERFORMANCE

During the financial year under review, the Company registered Revenue / other income of Rs. 23.20 lacs as against Revenue / other income of Rs.2.07 lacs during the previous financial year. The Company ended the financial year with net loss of Rs. 22.96 lacs as against net loss of Rs.183.90 lacs during the previous financial year.

Subdued business environment and slowdown in economy across the spectrum have impacted the industrial and manufacturing sector quite adversely. Most of the businesses are being run with minimum manpower and it has a negative effect on the whole manpower supply industry/business. Being a new entrant to the business it became very difficult for the Company to overcome the competition from established player and thus the new business activity of the Company failed to take off despite the best efforts of the Management.

The Management is exploring various other business opportunities including venturing into manufacturing activities and will approach the members for their approval at an appropriate time.

FUTURE OUTLOOK

Since the efforts of the Management to set up man power supply business have not yielded positive results, various other options are being discussed and explored by your Directors at regular interval.

Considering the present market scenario in electronic industry, your Directors are of the view that carrying on trading activities of different products more particularly of electronic items may be beneficial to the overall interest of the Company.

Accordingly, requisite steps are being taken to set up trading activities by registering the Company with at different Statutory Authorities/Forum. Statutory Authorities and all Stakeholders.

EROSION OF NET-WORTH- REFERENCE TO BIFR

Due to continuing losses, the net-worth of the company had got completely eroded. However, since your Company does not fall under the purview of Sick Industrial Companies (Special Provisions) Act, 1985 no reference to the Board for Industrial and Financial Reconstruction (BIFR) has been filed.

SUBSIDIARY COMPANY

Your Company does not have any subsidiary company. Form AOC 1 is given as per Annexure A, PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS

The Company neither has made any investments nor has given any loans or guarantees or provided any security during the year under review.

FIXED DEPOSITS

Your Company has not accepted any public deposits during the financial period under review.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement. It establishes various levels of accountability and overview within the Company, while vesting responsibility for each significant risk.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company's internal audit systems are geared towards ensuring adequate internal controls

commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Company's policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

DIRECTORS

Appointment of Directors

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 Mr. Satish K Kaura, Director is liable to retire by rotation at the 33rd Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

In terms of Section 149 and 161 of the Companies Act, 2013 and Articles of Association of the Company the Board of Directors in their meeting held on 20th March, 2015 has appointed Mrs. Alka Kaura as an additional Director. Mrs. Alka Kaura has been appointed as a woman Director in terms of the provisions of Section 149(1) of the Companies Act, 2013. She holds the office upto the date of ensuing Annual General Meeting. Pursuant to Section 160 of the Companies Act, 2013 the Company has received a notice in writing from a member of the Company proposing his candidature for the office of Independent Director. Your Directors recommend her appointment for your approval.

Brief resume of the above Directors, nature of their experience and expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Notice convening the 33rd Annual General Meeting and forms part of this Report.

Governance Guidelines

The Company has adopted Governance Guidelines on Board Effectiveness. The Governance Guidelines cover aspects related to composition and role of the Board, Chainnan and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. Board composition analysis reflects in- depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

Criteria for Determining Qualifications. Positive Attributes and Independence of a Director:

The Nomination and Remuneration Committee has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178 (3) of the Act and Clause 49 of the Listing Agreement.

Independence: In accordance with the above criteria, a Director will be considered as an 'Independent Director' if he/ she meets with the criteria for 'Independent Director' as laid down in the Act and Clause 49 of the Listing Agreement.

Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the Nomination and Remuneration Committee considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment. Independent Directors are also expected to abide by tire 'Code for Independent Directors' as outlined in Schedule IV to the Act.

Annual Evaluation of Board Performance and Performance of its Committees and of Directors:

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Board's functioning was evaluated on various aspects, including inter alia degree of fulfillment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings.

Areas on which the Committees of the Board were assessed included degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

REMUNERATION POLICY

The Manager / Executive Directors are paid remuneration approval by Board of Directors on the recommendation of remuneration committee. The remuneration so approved is subject to approval by shareholders and such authorities as the case may be, the Directors / Kay Man Persons do not draw any remuneration.

BOARD AND COMMITTEE MEETINGS

During the year under review the Directors of the Company met 5 times.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively,

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the parameter as prescribed under the Companies Act, 2013 and relevant Rules thereof.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adequate mechanism to address and act upon complaints, if any.

During the year under review the Company neither have any woman employee nor has received any complaint of sexual harassment.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adequate systems, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

AUDITORS & AUDIT REPORT

The Auditors of the Company M/s. S.S.Kothari Mehta & Co., Chartered Accountants, New Delhi, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 139 & 141 of the Companies Act, 2013. The Board of directors recommends their appointment, as Statutory Auditors for the next financial year for your approval.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory. Further, explanations with regard to the observations/qualifications of the Auditors' are as under :

(a) As such there is no fund generation in the Company. The statutory payments will be cleared on availability of the funds with the Company.

(b) The management is in process of seeking legal opinion regarding the applicability of provision of Sick Industrial Companies (Special Provision) Act, 1985 and necessary steps will be initiated accordingly.

(c) The depreciation expenses was provided as per the new schedule II of the Companies Act 2013

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Ms. Alka Juneja, a Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the year ended 31st March, 2015. The Secretarial Audit Report is annexed as Annexure B.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory. Further, explanations with regard to the observations/qualifications of the Auditors' are as under :

1. There is no significant business activities justifying appointment of CFO and Whole Time Company Secretary, however the company has been scouting the market for an qualified chartered accountant to be appointed as CFO of the company. Company expects to comply with the provisions of Companies Act, 2013 expeditiously.

2. The company has a Vigil mechanism policy however the same will be adopted by the Board in terms of the provisions of Companies Act, 2013.

3. The loans are from related parties and the company is expecting to repay the loan once the commercial activities commence once again.

4. E-voting facilities are being made available to the members of the company.

5. All compliances towards listing agreement barring payment of listing fee have been made,

6. The web site of the company will be available shortly

DECLARATION UNDER CLAUSE 49 OF THE LISTING AGREEMENT

All Directors and Senior Management Executives of the Company have affirmed compliance with the Code of Conduct for Board Members and Senior Management executives for the period April 1,2013 to March 31, 2015.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance as prescribed under the Listing Agreement with the Stock Exchanges.

A separate Report on Corporate Governance alongwith necessary Certificates and Report on Management Discussion & Analysis are enclosed as part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report and the Report on Corporate Governance, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified as per the provisions of Section 164 of the Companies Act, 2013. All the Directors have made necessary disclosures as required under various provisions of the Companies Act and Clause 49 of the Listing Agreement.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed as Annexure C.

PARTICULARS OF EMPLOYEES AND REMUNERATION

None of the employees of the Company is in receipt of remuneration equal to or in excess of the limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT.9 is annexed as Annexure D.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees of the Company for their dedicated service during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from banker, business partners and other stakeholders.

On behalf of the Board of Directors

Sd Satish K Kaura Chairman & Managing Director

New Delhi May 30th 2015

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 32nd Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

The key financial highlights are as under:

(Rs in Thousands)

Particulars Year Ended Year Ended 31.03.2014 31.03.2013

Gross Sales & Other Income 207 7906

Gross Profit/(Loss) before Interest and Depreciation (828) 2378

Interest and Financial charge 1082 3023

Depreciation 3 3

Profit/(Loss) from operations (1913) (648)

Exceptional Items (16476) (22018)

: Net Profit /(Loss) (18391) (22666)

Profit/ (1oss) alter Tax (18391) (22666)

Loss Brought forward from previous year (140735) (118069)

: Balance Carried to Balance Sheet (159125) (140735)

OPERATIONS:

During the financial year under review, the Company registered gross turnover of Rs.2.07 lacs as against turnover of Rs.79.06 lacs during the previous financial year. The Company ended the financial year with net loss of Rs. 1.84 lacs as against net loss of Rs.2.27 lacs during the previous financial year.

Subdued business environment and slowdown in economy across the spectrum have impacted the industrial and manufacturing sector quite adversely. Most of the businesses are being run with minimum manpower and it has a negative effect on the whole manpower supply industry/business. Being a new entrant to the business it became very difficult for the Company to overcome the competition from established player and thus the new business activity of the Company failed to take off despite the best efforts of the Management.

The Management is exploring various other business opportunities including venturing into manufacturing activities and will approach the members for their approval at an appropriate time.

DIVIDEND:

Your directors do not recommend any dividend for the year, due to losses.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of sub-section 2AA of Section 217 of the Companies Act, 1956, your Directors state and confirm:

1. That in the preparation of Annual Accounts for the financial year ended 31st March 2014; the applicable accounting standards have been followed and that there has been no material deviation.

2. That the Directors have selected such'' accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and also of the loss of the Company for the year ended 31st March, 2014.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularity have been ensured.

4. That the Directors have prepared the Annual Accounts for the year ended 31st March 2014, on a going concern basis.

FIXED DEPOSITS:

During the year under review, no deposits have been invited or accepted from the Public.

DIRECTORS:

In terms of Section 161 of the Companies Act, 2013 and Articles of Association of the Company the Board of Directors in their meeting held on August 14, 2014 have appointed Mr. Uday Sethi as an additional Director. Mr. Sethi has been appointed as an Independent Director in terms of the provisions of Section 149(4) of the Companies Act, 2013 for a term of 5 years subject to the approval of Members of the Company. He holds the office upto the date of ensuing Annual General Meeting. Pursuant to Section 160 of the Companies Act, 2013 the Company has received a notice in writing from a member of the Company proposing his candidature for the office of Independent Director. Your Directors recommend his appointment for your approval.

During the year under review Mr. Ajit Singh resigned from the Board of the Company due to personal reasons and other pre-occupations.

Your Directors welcome Mr. Uday Sethi and place on record the sincere appreciation and gratitude for the services rendered by Mr. Ajit Singh during his tenure on the Board of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Satish K Kaura, Director of the Company retire by rotation and being eligible offer himself for re-appointment.

Brief resume of the above Directors, nature of their experience and expertise in specific functional areas and the name of the public companies in which they hold the Directorship and the Chairmanship/Membership of the Committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the Notice convening the 32nd Annual General Meeting and forms part of this Report.

AUDITORS:

The Auditors of tire Company M/s. S.S.Kothari, Mehta & Co., Chartered Accountants, New Delhi, retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limit under Section 139 & 141 of the Companies Act, 2013. The Board of directors recommends their appointment, as Statutory Auditors for the next financial year for your approval.

AUDITORS'' REPORT:

The Auditors'' Report are self-explanatory and thus, do not require any explanation.

PARTICULARS OF EMPLOYEES:

The Company did not have any employee on its rolls during the year, drawing salary in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance, as prescribed under the Listing Agreement with the Stock Exchange. A separate Report on the Corporate Governance along with necessary certificates and reports on Management Discussion & Analysis, are enclosed as part of this Annual report.

ENERGY. TECHNOLOGY & FOREIGN EXCHANGE:

The Company had closed its manufacturing operations in 2005. Therefore, the particulars as prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not disclosed.

For and on behalf of the Board of Directors For Samtel India Limited

Sd/- Place: New Delhi Satish K. Kaura Date : 30th May, 2014 Chairman & Managing Director

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Mar 31, 2011

To The Members of Samtel India Limited

The Directors are pleased to present the 29th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

The key financial highlights are as under:

(Rs in Thousands)

Particulars Year Ended Year Ended 31.03.2011 31.03.2010

Gross Sales & Other Income 12210 9397

Gross Profit before Interest and Depreciation 2386 2037

Interest and Financial charge 2382 2400

Depreciation 28 65

Profit /(Loss) from operations -24 -428

Bad Debts/Capital work in progress written -3 -1123 off/ Misc. Balance written off

Net Profit /(Loss) -27 -1551

Provision for taxation -Current / Fringe benefit tax - -2050

Profit/(Loss) after Tax -27 499

Loss Brought forward from previous year -61633 -62132

Balance Carried to Balance Sheet -61660 -61633

OPERATIONS

During the financial year under review, the Company registered gross turnover of Rs.122.10 lacs by way of other income only as against a turnover of Rs. 93.97 lacs including other income of Rs. 84.83 lacs during the previous financial year. The Company ended the financial year with loss after tax of Rs. 0.27 lacs as against a net profit of Rs. 4.99 lacs during the previous financial year.

Due to depressed market conditions in the Color Picture Tube Industries and shrinking margins, the Company did not carry out any trading business of color picture tubes.

To come out of the difficult situation and revitalize the Company, your Directors have been exploring various other business opportunities including creating requisite infrastructures to carry out the business of outsourcing various services. In this regard, the Company has taken steps in the field of manpower supplies/consultancy. Your Directors are hopeful that in the coming years the business of outsourcing including manpower supplies/consultancy will help the Company immensely.

DIVIDEND

Your directors do not recommend any dividend for the year, due to the losses.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of sub-section 2AA of Section 217 of the Companies Act, 1956, your Directors state and confirm:

1. That in the preparation of Annual Accounts for the financial year ended 31st March 2011; the applicable accounting standards have been followed and that there has been no material deviation.

2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and also of the loss of the Company for the year ended 31st March, 2011.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularity have been ensured.

4. That the Directors have prepared the Annual Accounts for the year ended 31st March 2011, on a going concern basis.

FIXED DEPOSITS

During the year under review, no deposits have been invited or accepted from the Public.

DIRECTORS

Pursuant to Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Om Wadhwa, is liable to retire by rotation and being eligible, offer himself for reappointment.

AUDITORS

The Auditors of the Company, M/s S.S. Kothari Mehta & Co., Chartered Accountants, New Delhi retire at the forth coming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The Board of Directors recommends their re-appointment, as Statutory Auditors for the financial year 2011-12 for your approval.

AUDITORS' REPORT

The Auditors' Report are self-explanatory and thus, do not require any explanation.

PARTICULARS OF EMPLOYEES

The Company did not have any employee on its rolls during the year, drawing salary in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance, as prescribed under the Listing Agreement with the Stock Exchange. A separate Report on the Corporate Governance alongwith necessary certificates and reports on Management Discussion & Analysis, are enclosed as part of this Annual report.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

The Company had closed its manufacturing operations in 2005. Therefore, the particulars as prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not disclosed.

For and on behalf of the Board of Directors For Samtel India Limited

Sd/- (Satish K. Kaura) Chairman & Managing Director

Place : New Delhi Dated : 10th August 2011

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Mar 31, 2010

The Directors are pleased to present the 28th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

The key financial highlights are as under:

(Rs in Thousands)

Particulars Year Ended Year Ended 31.03.2010 31.03.2009

Gross Sales & Other Income 9397 4608

Gross Profit (Loss) before Interest and Depreciation 2037 (271)

Interest and financial charge 2400 2384

Depreciation 65 274

Profit / (Loss) from operations (428) (2929)

Bad Debts/Capital work in progress written off/ Misc. Balance written off (1123) (35250)

Net Profit / (Loss) (1551) (38179)

Provision for taxation -Current / Fringe benefit tax (2050) 1792

Profit/(Loss) after Tax 499 (36387)

Loss Brought forward from previous year (62132) (25745)

Balance Carried to Balance Sheet (61633) (62132)



OPERATIONS:

During the financial year under review, the Company achieved a turnover of Rs. 93,97,423 including other income of Rs. 84,82,794 as against a turnover of Rs. 46,07,639 including other incone of Rs. 26,35,772 during the previous financial year. The Company ended the financial year with profit after tax of Rs. ^99,027 as against net loss of Rs. 3,63,86,562 during the previous financial year.

As part of trading, the Company, in the financial year under review sold £>8 Color picture tubes valuing Rs. 9,14,629 as against 1712 Color picture tubes valuing Rs.19,71,867 in the previous ear.

In view of emerging trend towards outsourcing of various services, the Conpany is contemplating to augment its revenues through available opportunities in the field of manpower supplies/consul|ncy. In this regard, the Company has amended its main object clause in the Memorandum of Association (MOA) throigh postal ballot process by way of addition of Clause 4 & 5 related to manpower consultancies/supplies activities. Th* Registrar of Companies, Rajasthan (RoC) has issued a certificate of registration of the Special Resolution confirming the modification in the MOA in terms of Section 17 of the Companies Act, 1956. At present, the Company is in the processof obtaining all necessary licences/permissions/ registrations etc. from the concerned authorities, so as to start the nev activities.

DIVIDEND:

Your directors do not recommend any dividend for the year, due to inadequate profits.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of sub-section 2AA of Section 217 of the Companies Act, 1956, your Directors state and confirm:

1. That in the preparation of Annual Accounts for the financial year ended 31st March 2010; the applicable accounting standards have been followed and that there has been no material deviation.

2. That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that were reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and also of the profits of the Company for the year ended 31st March, 2010.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularity have been ensured.

4. That the Directors have prepared the Annual Accounts for the year ended 31 st March 2010, on a going concern basis.

The Company is controlled by SAMTEL GROUP (Promoters/Promoter Group) being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The Promoters/Promoter Group consists of various individuals and corporate bodies who are in position to and who jointly exercise control over the Company.

A List of these individuals and Corporate entities is as follows:



Mr. Satish K. Kaura M/s Samtel Color Ltd. M/s Dolsun Containers Pvt. Ltd.

Mrs. Alka Kaura M/s Teletube Electronics Ltd. M/s Paramount Capfin Lease Pvt. Ltd.

Mr. V. P. Kaura M/s Samtel Display Systems Limited

(Formerly Known as M/s Roxy Investments Pvt. Ltd.)

Mrs. Kailash Kaura M/s Lenient Consultants Pvt. Ltd.

Mr. Sudhir Kumar Kaura M/s Tish Consultants Pvt. Ltd.

Mrs. Rashmi Kaura M/s SW Consultants Pvt. Ltd.

Mr. Puneet Kaura M/s CEA Consultants Pvt. Ltd.

Mrs. Swati Munjal M/s Kaura Properties Pvt. Ltd.

Mrs. Dolly Sethi M/s Kaura Investments Pvt. Ltd.



FIXED DEPOSITS:

During the year under review, no deposits have been invited or accepted from the Public. DIRECTORS:

Pursuant to Section 256 of the Companies Act, 1956 and the Articles of Association of the Company, Mr. C. K. Hazari is liable to retire by rotation and being eligible, offer himself for reappointment.

AUDITORS:

The Auditors of the Company, M/s S.S. Kothari Mehta & Co., Chartered Accountants, New Delhi retire at the forth coming Annual General Meeting and being eligible offer themselves for re-appointment. The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the of

the Companies Act, 1956. The Board of Directors recommends their re-appointment, as Statutory Auditors for the next financial year for your approval.

AUDITORS REPORT:

The Auditors Report are self-explanatory and thus, do not require any explanation.

PARTICULARS OF EMPLOYEES:

The Company did not have any employee on its rolls during the year, drawing salary in excess of the limits prescribed under section 217 (2A) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure compliance with the provisions of Corporate Governance, as prescribed under the Listing Agreement with the Stock Exchange. A separate Report on the Corporate Governance alongwith necessary certificates and reports on Management Discussion & Analysis, are enclosed as part of this Annual report.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

The Company had closed its manufacturing operations in 2005. Therefore, the particulars as prescribed under subsection (1) (e) of Section 217 of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the report of Board of Directors) Rules, 1988 are not disclosed.



For and on behalf of the Board of Directors

For Samtel India Limited

Sd/-

Place: New Delhi Satish K. Kaura

Date : 30th July, 2010 Chairman & Managing Director