|
DIRECTORS' REPORT
To
The Members
The Board of Directors of your Company is pleased to present the 32nd Annual
Report, containing a detailed account of the business operations and activities of the
Company, together with the audited financial statements for the financial year ended 31st
March, 2025.
FINANCIALHIGHLIGHTS
In accordance with the provisions of the Companies (Accounts) Rules, 2014, the key
financial results and performance indicators of the Company for the year ended 31st
March, 2025, are summarised below:
|
(Rupees in Lacs) |
PARTICULARS |
Financial Year |
Financial Year |
|
2024-25* |
2023-24* |
A. Revenue from Operations |
- |
- |
B. Other Income |
13.86 |
15.80 |
C. Total (A + B) |
13.86 |
15.80 |
D. Total Expenses |
187.73 |
299.92 |
E. Profit/(Loss) before Exceptional Items and Tax |
(173.87) |
(284.12) |
F. Exceptional Items/Loss-Discontinuing Operations |
_ |
6.76 |
G. Profit/(Loss) Before Tax |
(173.87) |
(290.88) |
H. Less: Tax |
9.88 |
21.67 |
I. Net Profit (F - G) |
(183.75) |
(312.55) |
J. Other Comprehensive Income/(Loss) |
(1.06) |
(7.91) |
K. Total Comprehensive Income (H + I) |
(184.81) |
(320.46) |
*Figures are as per IndAS
STATE OF AFFAIRS OF THE COMPANY
During the year under review, the Company did not record any revenue from operations,
consistent with the previous financial year. Other Income stood at 13.86 Lakhs as against
15.80 Lakhs in the previous year, reflecting a marginal decline primarily attributable to
lower interest income and reduced miscellaneous receipts.
Total expenditure for FY 2024-25 amounted to 187.73 Lakhs (Previous Year: 299.92
Lakhs), marking a significant reduction of approximately 37%, primarily due to effective
control over finance costs and administrative expenses.
As a result, the Loss before Exceptional Items and Tax was 173.87 Lakhs, as compared to
284.12 Lakhs in the previous year. No exceptional items were recorded during FY 2024-25,
whereas FY 2023-24 included an exceptional loss of 6.76 Lakhs on account of discontinuance
of certain operations.
After accounting for tax expenses (including deferred tax), the Company reported a Net
Loss of 183.75 Lakhs during FY 2024-25, as against 312.55 Lakhs in the previous year.
Other Comprehensive Loss stood at 1.06 Lakhs (Previous Year: 7.91 Lakhs), resulting in a
Total Comprehensive Loss of 184.81 Lakhs as compared to 320.46 Lakhs in FY 2023-24.
SHARE CAPITAL
As on 31st March, 2025, the Authorised Share Capital of the Company stands
at 75,00,00,000/- (Rupees Seventy-Five Crore only), comprising 5,00,00,000 (Five Crore)
Equity Shares of Rs.10/- each and 25,00,000 (Twenty-Five Lakh) Redeemable Preference
Shares of Rs.100/- each. The Paid-up Share Capital is Rs. 11,27,00,000/- (Rupees Eleven
Crore Twenty-Seven Lakh only), consisting of 1,12,70,000 (One Crore Twelve Lakh Seventy
Thousand) Equity Shares of Rs. 10/- each, fully paid-up.
DIVIDEND
No Dividend was recommended for the financial year 2024-25 due to consistent losses
incurred by the Company.
TRANSFER TO RESERVES
Due to the losses incurred by the Company in the financial year 2024-25, there are no
profits available for allocation to the General Reserve.
SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY
The Company did not have any Subsidiary, Associate, or Joint Venture Company during the
year under review. It is pertinent to note that the Company previously had a foreign
subsidiary, Shyam Telecom Inc., incorporated under the laws of the State of
Delaware, United States of America. This subsidiary was dissolved with effect from 22nd
December, 2015. Accordingly, the provisions relating to the preparation and presentation
of Consolidated Financial Statements under the Companies Act, 2013, are not applicable to
the Company.
DEPOSITS
During the year under review, your Company has not accepted any deposit within the
meaning of the provisions of Section 73 of the Companies Act, 2013 read together with the
Companies (Acceptance of Deposits) Rules, 2014 or any amendment thereto.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS
The Board of Directors ("Board") of your Company is duly constituted and is
in full compliance with the provisions of the Companies Act, 2013 ("the Act"),
including the Companies (Appointment and Qualification of Directors) Rules, 2014, and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), as amended from time to time.
As on the date of this Report, the Board comprises (6) Six Directors, maintaining an
optimum balance between Executive and Non-Executive Directors as prescribed under
Regulation 17(1) of the Listing Regulations and Section 149 of the Act. The Board includes
(5) Five Non-Executive Directors, of which (2) Two are Independent Directors appointed in
accordance with the criteria specified under Section 149(6) and Schedule IV of the Act,
(1) One Independent Woman Director pursuant to Section 149(1) and Regulation 17(1A) of the
Listing Regulations, and (2) two Non-Executive Non-Independent Directors, reflecting the
Company's commitment to ensuring board independence and effective governance.
S. No. |
Name of Directors |
Designation |
Changes in Directorship during the Financial Year 2024-25 |
1. |
Mr. Rajiv Mehrotra* |
Chairman and Director |
Continuing as per provisions of Section 152 of the Act |
2. |
Mr. Ajay Khanna |
Managing Director |
Re-appointed as Managing Director w.e.f. 10th May, 2024 in
accordance with the provisions of Sections 196, 197, 198, and 203 read with Schedule V of
the Act and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 and
confirmed by shareholders at the 31stAnnual General Meeting ("AGM")
held on 31st July, 2024. |
3. |
Mr. Alok Tandon |
Non-Executive Director |
Continuing as per provisions of Section 152 of the Act |
4. |
Mr. Vinod Juneja |
Independent Director |
ceased to be a Independent Director effective 10ftMay,
2024, upon completion of his term, pursuant to Section 167(1) of the Act. |
5. |
Mr. Arun Kumar Khanna |
Non-Executive Director |
ceased to be a Director effective 10th May, 2024, upon
completion of his term, pursuant to Section 167(1) of the Act. |
6. |
Mr. Rakesh Malhotra |
Independent Director |
ceased to be an Independent Director effective 27th
September, 2024, upon completion of his term, pursuant to Section 167(1) of the Act. |
7. |
Ms. Nishi Sabharwal |
Independent Women Director |
ceased to be an Independent Director effective 30th
September, 2024, upon completion of his term, pursuant to Section 167(1) of the Act. |
8. |
Ms. Chhavi Prabhakar |
Independe nt Women Director |
Continuing as per provisions of Section 149 of the Act and Regulation
17(1A) of Listing Regulations appointed as an Independent Director w.e.f. 10th May,
2024, pursuant to Sections 149 and 161(1) of the Act, and his appointment was confirmed at
the 31stAnnual General Meeting convened on 31stJuly, 2024. |
9. |
Mr. Devesh Bhargava |
Independent Director |
|
10 |
Mr Sunil Rai |
Independent Director |
Mr. Sunil Rai was appointed as an Independent Director w.e.f. 19th
September, 2024, pursuant to Sections 149 and 152 of the Act, and his appointment was
confirmed by the Shareholders of the Company through Postal Ballot vide intimation made to
the stock exchanges on 16th December, 2024 |
*Re-appointment of Director Retire by Rotation
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 ("the
Act") read with the Companies (Appointment and Qualification of Directors) Rules,
2014, at least two-thirds of the total number of Directors of the Company are liable to
retire by rotation, of which at least one-third shall retire at each Annual General
Meeting ("AGM"). In accordance with these provisions, Mr. Rajiv Mehrotra (DIN:
00035766) is due to retire by rotation at the ensuing 32nd AGM and, being
eligible, has offered himself for re-appointment.
In compliance with Regulation 36(3) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR
Regulations") and Secretarial Standard-2 ("SS-2") issued by the Institute
of Company Secretaries of India, the requisite details of the Director proposed for
reappointment, including his qualifications, experience, and other disclosures as
mandated, are provided in the Notice convening the 32nd AGM.
A resolution seeking the approval of the Members for the re-appointment of Mr. Rajiv
Mehrotra is included in the Notice of the 32nd AGM, which forms part of this
Annual Report.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013 ("the
Act"), the Key Managerial Personnel ("KMP") of the Company as of 31st
March, 2025, are as follows:
1. Mr. Ajay Khanna, Managing Director
2. Mr. Vinod Raina, Chief Financial Officer
3. Ms. Kamini, Company Secretary & Compliance Officer
Further, none of the Directors or KMP of the Company is disqualified under the relevant
provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").
Ms. Kirti Kesarwani, Company Secretary and Compliance Officer, tendered her
resignation, which was duly accepted by the Board. She was relieved of her duties with
effect from the close of business hours on 5th October, 2024. Subsequently, Ms.
Kamini was appointed as Company Secretary and Compliance Officer with effect from 4th
January, 2025pursuant to the approval of the Board in accordance with provisions of
Section 179 and 203 of the Companies Act, 2013 read with rules made thereunder.
Further, regarding the change in KMPs, all relevant disclosures as required under
Schedule III of the SEBI Listing Regulations read with circular bearing reference number-
SEBI/HO/CFD/CFD-PoD2/CIR/P/0155 dated November 11,2024 has been made to respective Stock
Exchanges.
INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Companies Act, 2013 ("the
Act"), the Independent Directors of the Company have submitted declarations affirming
that they meet the criteria of independence as prescribed under Section 149(6) of the Act,
the rules promulgated thereunder, and Regulation 16(1)(b) of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("Listing Regulations"). There has been no change in circumstances that could
materially affect their status as Independent Directors.
In compliance with the provisions of the Act and the Listing Regulations, the
Independent Directors have undertaken the performance evaluation of the Non-Independent
Directors, the Board as a collective body, the Chairman of the Company, and have assessed
the quality, content, and timeliness of the information flow between the Management and
the Board pursuant to the Company's established performance evaluation framework.
The Company has received annual declarations from all Independent Directors reaffirming
their continuing compliance with the independence criteria prescribed under Section 149 of
the Act and Regulation 16 of the Listing Regulations.
On the basis of the declarations received and the performance evaluations conducted,
the Board, pursuant to its fiduciary duties, is of the considered opinion that all the
Independent Directors continue to fulfill the statutory and regulatory conditions for
appointment and re-appointment as Independent Directors on the Board of the Company.
Further, the Board certifies that all Independent Directors possess the requisite
qualifications, attributes of integrity, expertise, and experience as required to be
disclosed under Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014, and are
competent to discharge their duties in accordance with applicable laws and regulations.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2024-25, the Board of Directors of the Company duly convened
(5) Five meetings on 10th May, 2024; 12th August, 2024; 19th
September, 2024; 11th November, 2024; and 6th February, 2025. The
gap between consecutive meetings was in compliance with the requirements prescribed under
the Companies Act, 2013, ensuring adherence to the statutory provisions governing the
minimum number and frequency of Board meetings.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92(3) and Section 134 of the Companies Act, 2013
read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company, prepared in the prescribed Form MGT-7, is available on the
Company's website and can be accessed at the following link: https://shvamtelecom.com/investor-relations/.
TRANSFER OF SHARES IN RESPECT OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF) AUTHORITY
In accordance with the provisions of the Companies Act, 2013 and the Investor Education
and Protection Fund (IEPF) Rules, details of shareholders whose shares, along with unpaid
dividends, have been transferred to the IEPF Authority are made available on the websites
of both the Company and the IEPF Authority.
Shareholders are hereby informed that the unclaimed dividend and the corresponding
shares, including all benefits accruing thereon, if any, transferred to the IEPF Authority
can be reclaimed only by following the procedure prescribed under the IEPF Rules.
FAMILIARISATION PROGRAMME MODULE
The Company ensures that Independent Directors are thoroughly acquainted with the
Company's business and governance framework. The programme includes providing a
comprehensive overview of the Company's background, the roles, rights, and
responsibilities of Independent Directors, the nature of the industry in which the Company
operates, and its operational dynamics. Additionally, Independent Directors are apprised
of key Company policies, including the Code of Conduct applicable to Board Members and
Senior Management Personnel.
The Familiarisation Programme Module for Independent Directors has been formally
adopted by the Board of Directors. Details of the familiarisation initiatives undertaken
during the year are disclosed on the Company's website at www.shvamtelecom.com. in
compliance with Regulation 46(2)(i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Your Company is committed to conducting its affairs with utmost fairness, transparency,
and accountability, adhering to the highest standards of professionalism, honesty,
integrity, and ethical conduct. To promote a culture of openness where Directors and
employees can freely and securely report genuine concerns or grievances, the Company has
established a Vigil Mechanism in accordance with Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Section 177(9) of the
Companies Act, 2013, and Rule 7 of the Companies (Meetings of Board and its Powers) Rules,
2014.
The Vigil Mechanism ensures direct access to the Chairman of the Audit Committee for
Directors and employees to report any concerns related to unethical behavior, actual or
suspected fraud, or violation of the Company's Code of Conduct. The Company affirms that
no Director or employee was denied access to the Chairman of the Audit Committee during
the financial year under review, and no complaints were received through this mechanism.
The detailed Vigil Mechanism/Whistle Blower Policy is available on the Company's
website and can be accessed at the following link: https://shvamtelecom.com/investor-relations/.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &
RED RESSAL) ACT, 2013
The Company maintains a strict policy of zero tolerance towards any form of sexual
harassment at the workplace. In compliance with the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Act") and the
Rules framed thereunder, the Company has adopted a robust Policy on Prevention,
Prohibition, and Redressal of Sexual Harassment. An Internal Complaints Committee
("ICC") has been duly constituted at all workplaces and offices to ensure
effective implementation of the said policy and to provide a safe and secure environment
for all employees. The policy is applicable to all employees of the Company, including
permanent, contractual, temporary, and trainees.
The Company affirms its commitment to providing a workplace free from discrimination,
intimidation, and harassment, and ensures prompt and impartial redressal of any complaints
received in accordance with the provisions of the Act.
Details regarding the Company's compliance with the Act are set forth in the Corporate
Governance Report, which forms an integral part of this Annual Report.
Particulars |
Number |
a) Number of complaints of sexual harassment received in the year |
|
b) Number of complaints disposed off during the year |
NIL |
c) Number of cases pending for more than ninety days |
|
POLICY ON INSIDER TRADING
Your Company has a Code of Conduct for Prevention of Insider Trading as well as Code of
Practices and Procedures and Code of Conduct to Regulate, Monitor and Report Trading in
Securities and Fair Disclosure of Unpublished Price Sensitive Information with a view to
regulate trading in Securities by the Directors and Designated employees of the Company in
line with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to
time.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provision of Section 134(3)(c) of the Act, your Directors, to the best
of their knowledge and belief, confirm that:
i) in the preparation of the Annual Accounts for the year ended 31st March
2025, the applicable Accounting Standards read with the requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same.
ii) 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 the affairs of the Company as at 31st March, 2025 and
of the profit/ loss of the Company for the year ended as on that date;
iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in the accordance with the provisions of the Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.
iv) the annual accounts have been prepared on a going concern basis.
v) the directors had laid down Internal Financial Controls which are followed by the
Company and that such Internal Financial Controls are adequate and are operating
effectively.
vi) proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
AUDITORS OF THE COMPANY
a) Statutory Auditor
In terms of the provisions of Section 139(1) of the Act read with Companies (Audit and
Auditors) Rules, 2014, M/s Padam Dinesh & Co. Chartered Accountants, (Firm
Registration No. 009061N), was appointed as Statutory Auditor of the Company for the
period of 5 (Five) consecutive years i.e. commencing from the conclusion of 29th
Annual General Meeting till the conclusion of 34thAnnual General Meeting to be
convened in the financial year 2027-28.
The Auditors' Report for the financial year 2024-25 does not contain any
qualification(s), reservation(s) or adverse remark(s) or disclaimer(s). The observations
of Statutory Auditor in its reports on standalone financials are selfexplanatory and
therefore, do not call for any further comments.
The Statutory Auditors have not reported any incident of fraud to the Audit Committee
or to the Board of Directors under Section 143(12) of the Act during the year under
review.
The Auditors' Report is enclosed with the financial statements for the financial year
2024-25 forms the part of this Annual Report. Further, the Auditor did not report any
fraud during the year.
b) Secretarial Auditor
The Securities and Exchange Board of India ("SEBI"), vide the SEBI (Listing
Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, notified on
December 12, 2024 and effective from April 1, 2025, has substituted Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). The amended regulation mandates that the Secretarial Auditor of a
listed entity shall be appointed by the shareholders at a general meeting, based on the
recommendation of the Audit Committee and approval of the Board of Directors, for a fixed
term.
In consonance with the aforesaid amendment and pursuant to the provisions of Section
204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to
annex a Secretarial Audit Report with its Board's Report, issued by a Practicing Company
Secretary holding a valid Certificate of Peer Review from the Institute of Company
Secretaries of India (ICSI).
Accordingly, the Audit Committee and the Board recommend to the members of the Company,
the appointment of M/s. A.N. Kukreja & Co., Practicing Company Secretaries, holding a
valid certificate of peer review issued by the Institute of Company Secretaries of India
as Secretarial Auditor for (5) Five consecutive financial years commencing from financial
year 2025-26 to financial year 2029-30, on such annual remuneration (in addition to
applicable taxes and reimbursement of out-of-pocket expenses) as may be determined by the
Board of Directors in consultation with the Secretarial Auditor.
Furthermore, the Secretarial Auditor Report for the financial year 2024-25 as given by
M/s. A.N. Kukreja & Co. in prescribed form MR-3 is annexed as "Annexure-I".
c) Cost Auditor
Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, maintenance of
cost records as specified by the Central Government is not applicable to the Company.
Consequently, no Cost Auditor was appointed for the financial year under review.
d) Internal Auditors
Pursuant to the express provisions of Sections 179 and 138 of the Companies Act, 2013,
and upon the unequivocal recommendation of the Audit Committee, the Board of Directors of
the Company, at its meeting held on 27th May, 2025, unanimously resolved to
re-appoint M/s D R & Associates, Chartered Accountants, as the Internal Auditor of the
Company for the financial year 2025-26. M/s D R & Associates, having performed the
internal audit function for the preceding financial year with due diligence, shall
continue to conduct a rigorous and exhaustive internal audit of all functions and
activities of the Company, ensuring adherence to all applicable laws, regulations, and
internal policies.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are given in "Annexure-II" which forms
the part of this Annual Report. None of the employees of the company are related to any
Director of the Company.
RELATED PARTY TRANSACTIONS
During the financial year ended 31st March, 2025, all transactions with
Related Parties, as defined under the Companies Act, 2013 and the rules promulgated
thereunder, were undertaken strictly in the ordinary course of business and on an arm's
length basis. There were no materially significant Related Party Transactions, which could
potentially give rise to a conflict of interest with the Company.
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 23
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all
Related Party Transactions were duly placed before the Audit Committee for prior approval,
in compliance with the prescribed regulatory framework.
The Related Party Transactions Policy, as duly approved by the Board of Directors, has
been uploaded on the Company's official website for public access. The particulars of
Related Party Transactions, as mandated under Accounting Standard (AS) 18, are detailed in
Note No. 29 to the Financial Statements, forming an integral part of this Annual Report.
Additionally, the statement containing particulars of contracts or arrangements with
related parties in Form AOC-2, pursuant to Section 134(3)(h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is annexed as "Annexure-III
" and forms part of this Annual Report.
CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY, FOREIGN EXCHANGE EARNINGS AND OUTGO
In compliance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, the details regarding conservation of
energy, technology absorption, and foreign exchange earnings and outgo are provided below:
i. Conservation of Energy
Given the nature of the Company's business, energy consumption does not constitute a
significant cost. Nonetheless, continuous efforts are made to conserve energy and reduce
power costs wherever feasible. No capital expenditure on energy conservation equipment was
incurred during the year due to normal energy usage. Key initiatives include:
Encouraging switching off lights, air conditioners, and PCs when not in use, and
setting air conditioners at higher temperatures to reduce consumption.
Installation of various energy-saving electrical devices.
Controlling usage of other electrical equipment.
ii. Technology absorption
Considering the nature of the business, the Company does not currently utilize any
technology requiring absorption.
iii. Foreign Exchange Earnings and Outgo
There were no foreign exchange earnings during the financial year 2024-25, as the
Company did not undertake any export sales.
The foreign exchange outgo for the year was nil
RISK MANAGEMENT FRAMEWORK
The Company has implemented a robust risk management framework, including the
identification and assessment of risks that may potentially impact the existence or
operations of the Company. Appropriate measures have been taken to mitigate and manage
such risks effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report ("MDAR") for the financial year
ended 31st March 2025, prepared in accordance with Regulation 34 read with
Schedule V of the Listing Regulations, is presented in a separate section and forms an
integral part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section 135 of the Companies Act, 2013 ("the
Act") read with the Companies (Corporate Social Responsibility Policy) Rules, 2014,
the Company has constituted a Corporate Social Responsibility ("CSR") Committee
to oversee and facilitate CSR initiatives and compliance.
Pursuant to the applicable provisions of the Act, your Company is not required to
undertake any expenditure on CSR activities during the financial year under review.
The constitution and composition of the CSR Committee are disclosed in the Corporate
Governance Report, which forms an integral part of this Annual Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013 and
Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board is of the opinion that the Company has established and
maintained an adequate internal financial control system commensurate with the size and
complexity of its operations.
Such internal controls provide reasonable assurance regarding the reliability of
financial reporting, effectiveness and efficiency of operations, safeguarding of assets
against unauthorized use or loss, and compliance with applicable laws, rules, and internal
policies.
The Board further confirms that the internal financial control framework is subject to
periodic evaluation and testing through the Internal Audit function. In this regard, M/s D
R & Associates, Chartered Accountants, were re-appointed as the Internal Auditors for
the financial year 2024-25. The Internal Audit Reports prepared by them are placed before
the Audit Committee of the Board, which reviews the adequacy and effectiveness of the
internal audit function and ensures that appropriate corrective actions and controls are
implemented.
The Audit Committee monitors and oversees the adequacy of the internal financial
controls and internal audit processes to safeguard the interest of the Company and its
stakeholders.
NOMINATION AND REMUNERATION POLICY
Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 ("the
Act") read with the Companies (Meetings of Board and its Powers) Rules, 2014, and
Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company
has formulated and adopted a Nomination and Remuneration Policy.
The Policy, recommended by the Nomination and Remuneration Committee and approved by
the Board of Directors, lays down the criteria and framework for identifying persons
qualified to become Directors and Key Managerial Personnel ("KMP"), as well as
the policy relating to their appointment, remuneration, evaluation, and removal, including
determination of independence and positive attributes of Directors in accordance with the
Act and Listing Regulations.
The principal terms and conditions of the Nomination and Remuneration Policy,
encompassing the appointment, remuneration (including performance-linked incentives), and
other related governance aspects of Directors and senior management personnel, are
detailed in the Corporate Governance Report, which forms an integral part of this Annual
Report.
The policy is also accessible on the Company's website at https://shvamtelecom.com/investor-relations/.
CORPORATE GOVERNANCE
The Company is committed to upholding the highest standards of Corporate Governance and
ensuring compliance with the applicable provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"), as amended from time to time. The Company has also voluntarily
adopted various internationally recognized best practices in Corporate Governance to
enhance transparency, accountability, and stakeholder value.
Pursuant to Regulation 34(3) read with Schedule V(C) of the SEBI Listing Regulations, a
comprehensive Report on Corporate Governance is annexed to this Annual Report. The Report
includes disclosures relating to the Company's compliance with the Corporate Governance
provisions stipulated under the Listing Regulations.
Further, in accordance with the requirements of Regulation 34(3) of the SEBI Listing
Regulations, a certificate from Ms. Soniya Gupta, Practicing Company Secretary, confirming
compliance with the conditions of Corporate Governance, is appended to the said Report.
BOARD ANNUAL EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013 ("the Act"),
including Section 134(3)(p), Section 149, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Board of Directors
has conducted its annual performance evaluation for the financial year under review. The
evaluation encompassed the performance of the Board as a whole, its Committees, and
individual Directors, as mandated under the Act and Listing Regulations.
The evaluation process involved obtaining inputs from all Directors on the Board's
composition and structure, effectiveness of board processes, quality and timeliness of
information provided, and overall functioning of the Board.
The performance of the Board Committees was assessed by the Board based on feedback
from Committee members, focusing on the adequacy of Committee composition, effectiveness
of meetings, and discharge of delegated responsibilities.
The criteria and methodology adopted for the evaluation were in accordance with the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India
("SEBI") on 5th January, 2017, as well as relevant provisions under
the Act and Listing Regulations.
A separate meeting of the Independent Directors was convened, as prescribed under
Regulation 25(4) of the Listing Regulations read with Schedule IV of the Act, to evaluate
the performance of Non-Independent Directors, the Board as a whole, and the Chairman,
considering the views of Executive and Non-Executive Directors.
Further, the Board, in consultation with the Nomination and Remuneration Committee,
reviewed the performance of individual Directors based on parameters such as preparedness
for meetings, constructive and meaningful participation, and overall contribution to the
functioning of the Board and its Committees.
The Board is satisfied with the overall performance and functioning as evaluated under
this process and affirms that the evaluation exercise was carried out in compliance with
the statutory requirements.
FINANCE AND BORROWINGS
During the financial year under review, the Company has not availed any loans or
borrowings from any banks, financial institutions, or other sources.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The particulars of loans given, guarantees provided, and investments made by the
Company, as required under Section 186 of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014, for the financial year 2024-25, are
disclosed in the Notes to the Financial Statements, which form part of this Annual Report.
CHANGE IN NATURE OF BUSINESS
The Company is primarily engaged in the business of trading of Mobile accessories in
India and there is no such change in the business operation of the Company during the
financial year 2024-25.
SIGNIFICANT AND MATERIAL LITIGATIONS/ORDERS
During the year, there was no significant and material order passed by the Regulators
or Courts or Tribunals impacting the going concern status and Company's operations in
future.
MATERIAL CHANGES AND COMMITMENTS
There have been no significant changes or commitments affecting the financial position
of the Company between the end of the financial year to which these financial statements
relate and the date of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS
Pursuant to the provisions of Section 118(10) of the Companies Act, 2013, the Company
has complied with all applicable provisions of the Secretarial Standards on Meetings of
the Board of Directors (SS-1), issued by the Institute of Company Secretaries of India
(ICSI) and approved by the Central Government.
COMPLIANCE WITH MATERNITY BENEFITS ACT, 1961
The Company hereby confirms that it has complied with all applicable provisions of the
Maternity Benefit Act, 1961 ("the Act") and the rules made thereunder during the
financial year under review. In accordance with Section 5 of the Act, the Company has
granted maternity leave and ensured payment of maternity benefits to all eligible women
employees.
Further, the Company has adhered to the provisions relating to nursing breaks under
Section 11 of the Act and has provided a conducive and supportive environment for working
mothers as mandated by law.
The Company has also complied with the requirements concerning the display of notices
in accordance with Section 16 of the Act, and maintained all prescribed registers and
records under Rule 12 of the Maternity Benefit (Amendment) Rules, 2017. All necessary
returns and reports have been submitted to the appropriate authorities within the
prescribed timelines.
There have been no instances of non-compliance or violations of the provisions of the
Maternity Benefit Act, 1961 reported during the financial year.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the 31st March,
2025.
Male Employees: 15 Female Employees: 4 Transgender Employees: NIL
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
OTHER DISCLOSURES
a) Insolvency and Bankruptcy Code, 2016
Pursuant to Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, it is hereby
confirmed that during the financial year under review, the Company has not made any
application, nor has any proceeding been initiated or is pending, under the Insolvency and
Bankruptcy Code, 2016 (IBC).
a) One-Time Settlement - Valuation Disclosure
In compliance with Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the
requirement to provide details of the difference between the amount of the valuation done
at the time of one-time settlement and the valuation done while taking loans from Banks or
Financial Institutions does not arise, as the said provision is not applicable to the
Company during the year under review.
ACKNOWLEDGEMENT
The Board of Directors places on record its deep appreciation for the unwavering
co-operation, guidance, and assistance extended by the Company's Bankers, Financial
Institutions, Regulatory Authorities, Shareholders, Customers, and other business
associates. Their continued trust and encouragement have been invaluable in enabling the
Company to navigate challenges and pursue its objectives during the year under review.
The Board further acknowledges the dedication, professionalism, and commitment
demonstrated by the employees at all levels. Their sustained efforts, teamwork, and sense
of responsibility have been instrumental in upholding the Company's standards of
performance and governance.
For and on Behalf of the Board of Directors |
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Shyam Telecom Limited |
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Sd/- |
Sd/- |
Ajay Khanna |
Sunil Rai |
Director |
Director |
DIN: 00027549 |
DIN: 01568405 |
Place: New Delhi |
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Date: 11th August, 2025 |
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