Samyak International Ltd.-இன் இயக்குநர் அறிக்கை

Mar 31, 2024

Your Directors have pleasure in presenting the 30^h Annual Report together with Audited Financial
Statements of the Company for the Financial Year ended 31^st 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 31^st 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 31^st 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 31^st 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 31^st 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 31^st 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 8^th, 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 31^st 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 13^th April, 2024, until 12^th 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, 8^th 2024.

CS Lakhan Dabi, (Membership No.: A-67592) has been appointed as Company Secretary &
Compliance officer of the company w.e.f. 02^nd August, 2023 & placed his resignation effective
from 13^th 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. 02^nd April, 2024 and she placed her resignation effective
from 09^th 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. 10^th 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 28^th 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 15^th 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 05^th September, 2024, have been regularized as Independent Directors of the
company in the annual general meeting held for financial year 2022- 23 on 30^th 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 31^st
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 30^th Annual General Meeting of the Company till the conclusion of the 35^th
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 04^th 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 04^th 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 14^th 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 16^th
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 02^nd
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, 01^st ,2023.

Explanation: The Company has paid the amount of listing fees on 01^st 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 31^st 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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Mar 31, 2015

The Directors have pleasure in presenting the 21st Board's Report of your Company together with the Audited Statement of Accounts and the Auditors 'Report of your company for the financial year ended, 31st March, 2015.

1. FINANCIAL HIGHLIGHTS

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The stand lone financial highlights of your Company for the Financial Year ended March 31, 2015 are summarized below:

(In Rupees)

Particulars Current Year Previous Year

Sales

revenue From operations 25,77,69,999 13,61,13,802

Other Income 5662940 2779368

Total Income 263432939 138893170

Expenses

a. Purchase of stock in trade 282076175 133159015

b. Changes in inventories of finish goods, work in (25688532) (3770500)

progress and stock in trade.

c. Employee benefit expenses 2560135 2561195

d. Administration And Other Expense 3198156 4308999

e. financial cost 203736 224142

f. Depreciation and amortization expenses 310819 310912

g. Other expenditure 65116 65116

Total Expenses 262725605 136858878 Profit from Operations before Other Income, 707334 2034292 Finance Cost and Exceptional Items

Other Income-

Earlier year expenses 236299 0

Exceptional items

Tax

Current Tax 0 200000

Deferred Tax 189 (24527)

Profit/(Loss) after Tax 470846 1858819

Earnings per share (Rs.) : Basic 0.07 0.29

Earnings per share (Rs.) : Diluted 0.07 0.29

2. DIVIDEND

Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2015.

STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

- Revenue from operations increased from Rs 13,61,13,802 in the year 2013-14 to Rs. 25,77,69,999 in the year 2014-

15. - Income from other operating sources is Rs. 5662940/- approximately.

- Total Income of the Company was Rs. 263432939/- against Rs. 138893170/- in the previous year.

- Depreciation decreased from Rs. 310819 in the previous year to Rs. 310819 in current year. Pursuant to the enactment of Companies act 2013 (the Act) , the company has taken effect from April 2014, reviewed and revised the estimated useful life of its fixed assets, generally in accordance with the provision of schedule II of the act. The consequential impact(after considering the transition provision specified in Schedule II) on the depreciation charged and on the results for the quarter is material.

- Equity share capital remains unchanged at Rs. 62472000.

- The Company has earned a Profit after tax of Rs. 470846/- compared to Rs. 1858819/- in the previous year.

- Basic & diluted Earnings per share (EPS) is Rs.0.07 per share same as previous year

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The Corporate Governance Report, as stipulated under Clause 49 of the listing agreement, forms part of this Report. The requisite certificate from the Statutory Auditors of the Company, Bharat Neema & Co., Chartered Accountants, confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49, is attached to Corporate Governance Report as Annexure II.

ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith for your kind perusal and information as Annexure III.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

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

d) The Directors have prepared the annual accounts on a 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

9. INTERNAL FINANCIAL CONTROL

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

10. DIRECTORS

S. No. Director Name DIN Designation

1. Sudhir Jain 00046442 Managing Director

2. Shantilal Jain 00469834 Whole time Director 3. Anish Vaid 02444114 Director

4. Mahesh Agrawal 03518981 Director

5. Sunil Kumar Mittal 05151867 Director

11. KEY MANAGERIAL PERSON

S. No. Director Name DIN / PAN Designation

1. Sudhir Jain 00046442 Managing Director

2. Shantilal Jain* 00469834 Whole-time director

3. Sunit Jain* ALTPJ9252F Chief Financial Officer

4. Devendra Singh Kushwah* CEYPK1846J Company secretary

*Mr. Sunit Jain is appointed as the Chief Financial Officer of the company with effect from 20th March 2015 subject to approval of Shareholders in the upcoming Annual General Meeting of the company.

*Mr. Devendra Singh Kushwah is appointed as company secretary of the company with effect from 20th March 2015, by passing board resolution.

*Mr. Shantilal Jain is appointed as the whole-time Director of the company with effect from 20th March, 2015.

The information pursuant to Section 197(2) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has forms the part of Board's Report.

12. DECLARATION BY INDEPENDENT DIRECTORS

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meets the criteria of independence as provided under section 149(6) of the Companies Act, 2013 have been received by the Company.

13. MEETINGS OF THE BOARD OF DIRECTORS

S. N. Date of Meeting Board Strength No. of Directors Present

1. 30/05/2014 5 5

2. 13/08/2014 5 5

3. 13/11/2014 5 5

4. 13/02/2015 5 5 5. 20/03/2015 5 5

14. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.

15. AUDITORS'

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, Bharat Neema & Co. ,Chartered Accountants (CA Bharat Neema Membership No. 074810), were appointed as statutory auditors of the Company from the conclusion of the current year Annual General Meeting (AGM) of the Company held on 30th September, 2014 till the conclusion of the twenty third AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

16. AUDITORS'REPORT

The Board has appointed Bharat Neema & Co. Chartered Accountants to conduct the Statutory Audit for the year 2014-15. There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation. Further the Auditors' Report for the financial year ended, 31st March, 2015 is annexed herewith for your kind perusal and information.

17. SECRETARIAL AUDITOR'S REPORT

The Board has appointed M/s Priyanka Jain & Co, Practicing, to conduct Secretarial Audit for the financial year 2014- 15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. NOMINATION AND REMUNERATION COMMITTEE

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 has also been disclosed in Corporate Governance Report which form part of Board Director as Annexure V.

19. SHAREHOLDERS'GRIEVANCES COMMITTEE

S. No. Name Designation

1. Mr. Anish Vaid Chairman

2. Mr. Shantilal Jain Member

3. Mr. Mahesh Agrawal Member

20. AUDIT COMMITTEE

S. No. Name Designation in Committee

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

2. Mr. Mahesh Agrawal Non-Executive & Independent Director

3. Mr. Shantilal Jain Executive Director

22. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The detail of Subsidiary Company is as follow:

Name CIN % of Holding

Alpha Tar Industries Pvt. Ltd. U24200MP1996PTC011003 99.60% (49800SHARES)

1. LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note 4 and 12 of the Notes to the financial statements.

23. DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreements entered into with the stock exchanges, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, which form part of this report.

As per Clause 55 of the listing agreements entered into with the stock exchanges, a business responsibility report is attached and forms part of this annual report. Details of the familiarization programme of the independent directors are available on the website of the Company

(URL: www.samyakintl.com).

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock

exchanges (URL: www.samyakintl.com)

24. CODE OF CONDUCT

A declaration signed by the Chairman & managing Director affirming compliance with the Company's Code of Conduct by the Directors and Senior Management for the Financial Year 2014-15 as required under Clause 49 of the Equity Listing Agreement with Stock Exchanges is included in the Corporate Governance Report which forms part of Corporate Governance report.

25. RELATED PARTY TRANSACTIONS

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VII in Form AOC-2 and the same forms part of this report.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.

27. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were foreign exchange earnings - NIL and outgo USD : 617476 during the year under review.

28. RISK MANAGEMENT

The Company has laid down procedures to inform Board members about the risk assessment and minimization procedures. These procedures are periodically reviewed to ensure that executive management controls risk through means of a properly defined framework.

29. GENERAL:

Yours Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

b) For the financial year ended 31st March, 2015, Your Company has not transferred any amount to General Reserve out of profits available for appropriation.

c) The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

d) The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

30. ACKNOWLEDGMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

FOR & ON BEHALF OF THE BOARD OF

DIRECTORS

SAMYAK INTERNATIONAL LIMITED

SUDHIR JAIN

DATE: Mumbai (00046442)

PLACE: 2nd September, 2015 (MANAGING DIRECTOR)

SUNIT JAIN

(CHIEF FINANCIAL OFFICER)

DEVENDRA SINGH KUSHWAH

(COMPNAY SECRETARY)

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Mar 31, 2014

Dear Members,

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

(Rs. In Lacs) FINANCIAL RESULTS/REVIEW

Particulars Year ended Year ended 31.03.2014 31.03.2013

INCOME

Income from Operations 1361.14 872.07

Other Income 27.79 514.68

Total Expenditure 1362.99 1375.73

Gross Profit 25.69 11.02

Interest and Finance Charges 2.24 3.84

Profit before Depreciation 23.45 7.18

Depreciation 3.11 3.11

Profit after depreciation 20.34 4.07

Earlier year expenses - 0

Profit before provision for tax 20.34 4.07

Provision for income tax 2.00 -

Provision for deferred tax assets (0.25) (0.58)

Profit after tax 18.59 4.65

Transfer to general reserve - -

Balance carried to balance sheet 18.59 4.65

PERFORMANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

DIVIDEND:

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

PUBLIC DEPOSITS :

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

DIRECTORS:

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

GREEN INITIATIVE:

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

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

AUDITORS AND AUDITORS'' REPORT:

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

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

COMPLIANCE CERTIFICATE:

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

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

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

LISTING AT STOCK EXCHANGES:

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

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

AUDIT COMMITTEE :

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

Name of the Directors Categories

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

Mr. Mahesh Agrawal Non-Executive & Independent Director

Mr. Shantilal Jain Executive Director

ACKNOWLEDGEMENTS:

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

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

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

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Mar 31, 2013

Dear Members,

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

FINANCIAL RESULTS/REVIEW (Rs. In Lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2012 INCOME

Income from Operations 872.07 5232.18

Other Income 514.68 19.33

Total Expenditure 1375.73 5283.97

Gross Profit 11.02 (32.46)

Interest and Finance Charges 3.84 3.64

Profit before Depreciation 7.18 (36.1)

Depreciation 3.11 4.76

Profit after depreciation 4.07 (40.86)

Earlier year expenses 0 1.01

Profit before provision for tax 4.07 (41.87)

Provision for income tax - -

Provision for deferred tax assets (0.58) (0.38)

Profit after tax 4.65 (41.50)

Transfer to general reserve - -

Balance carried to balance sheet 4.65 (41.50)



PERFORMANCE:

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

DIVIDEND:

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

PUBLIC DEPOSITS :

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

DIRECTORS:

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

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

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

GREEN INITIATIVE:

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

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

AUDITORS AND AUDITORS'' REPORT:

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

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

COMPLIANCE CERTIFICATE:

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

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

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

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

LISTING AT STOCK EXCHANGES:

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

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

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

AUDIT COMMITTEE:

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



Name of the Directors Categories

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

Mr. Mahesh Agrawal Non-Executive & Independent Director

Mr. Shantilal Jain Executive Director

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

ACKNOWLEDGEMENTS:

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



By order of the Board

For Samyak International Limited

Place: Mumbai Sudhir Jain

Date: 13th May 2013 Managing Director

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Mar 31, 2010

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

FINANCIAL RESULTS (Rs. In Lacs)

Particulars Year ended Year ended

31.03.2010 31.03.2009

Sales 2876.20 2121.25

Other Income 66.43 8.05

Total Expenditure 2905.96 2119.34

Gross Profit 36.67 30.24

Interests Finance Charges 9.29 9.57

Profit before Depreciation 27.38 20.27

Depreciation 3.17 2.29

Profit after Depreciation 24.21 17.98

Earlier year expenses 7.43 4.94

Profit before provision for tax 16.78 13.04

Provision for income tax 2.00 6.35

Provision for deferred tax assets (2.11) (0.29)

Profit after tax 16.89 6.98

Transfer to general reserve - -

Balance Carried to Balance Sheet 16.89 6.98

PERFORMANCE

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CHANGE IN THE CAPITAL STRUCTURE

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

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

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

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

DIVIDEND:

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

PUBLIC DEPOSITS:

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

DIRECTORS:

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

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

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

DIRECTORS RESPONSIBILITY STATEMENT:

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

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

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

c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

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

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

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

PARTICULARS OF EMPLOYEES:

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

CORPORATE GOVERNANCE:

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

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

LISTING AT STOCK EXCHANGES:

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

CONSERVATION OF ENERGY TECHNOLOGY ASORPTION:

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

FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review Company has-

Foreign exchange earnings : NIL

Foreign exchange outgo : USD : 1440

AUDIT COMMITTEE:

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

Name Categories

Shri Rajendra Kumar Shah (Chairman) Non-Executive

Shri Shantilal Jain Executive

Shri Anish Vaid Non-Executive Independent

Mohd. Munawar Ahmed Sohail Non-Executive Independent

ACKNOWLEDGEMENTS:

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



By Order of the Board

For Samyak International Ltd.



Place: Indore SudhirJain

Date: 28th August 2010 (Managing Director)