To the Members,
Your directors have pleasure in presenting the 30th Annual Report together with the
Audited Statement of accounts of your
Company for the year ended 31st March 2024:
1. FINANCIAL HIGHLIGHTS:
(Amount in Thousands Except EPS)
Particulars |
2023-24 |
2022-23 |
Sales & Other Income |
2,07,030 |
2,64,512 |
Total Expenditure |
77,449 |
1,84,820 |
Earning Before Finance Cost, Tax, Exceptional Items, Depreciation
and Amortization Expenses |
1,29,582 |
79,692 |
Less: Financial Costs |
5497 |
3004 |
Depreciation and Amortization Expenses |
4588 |
3515 |
Exceptional Items |
0 |
447 |
Profit Before Tax |
1,19,497 |
72,726 |
Less: Current Tax |
12,832 |
19,182 |
Deferred Tax |
(522) |
(447) |
Profit (Loss) for the year |
1,07,187 |
53,991 |
Basic & Diluted Earnings Per Equity Share EPS of Face Value of Rs. 10
each |
9.67 |
4.87 |
2. DIVIDEND
The Board of Directors has not recommended any dividend on equity shares for the year
ended 31st March, 2024. There are no amounts to be transferred to Investor Education and
Protection Fund (IEPF).
3. PERFORMANCE
Companys Overall Performance
During the year under review, your Company has received income amounting to Rs. 2070.31
lakhs as compared to Rs. 2645.12 lakhs in the previous year.
Segment wise Performance
Operating segments are identified based on the internal organization at the financial
reporting date.
The company has identified the business segments as reportable segments, which
comprise:
1) Real Estate Division
2) Investment Division
Real Estate Division
During the year under review, the revenue of your Companys Real Estate Division
was Rs. 1024.42 lakhs as against Rs. 2559.18 lakhs in the previous year, and earned a
profit of Rs. 497.38 lakhs during this period in comparison to a profit of Rs. 1090.33
lakhs during the previous year.
Investment Division
During the year under review, the revenue of your Companys Investment Division
was Rs. 1045.89 lakhs as against Rs. 85.95 lakhs in the previous year, and has incurred a
profit of Rs. 928.15 lakhs in comparison to a loss of Rs. 52.34 lakhs in the previous
year.
4. MANAGEMENT DISCUSSIONS AND ANALYSIS
A detailed report on management discussions and analysis is annexed as Annexure - I in
this Boards Report.
Outlook
Your Company has two distinct business, viz., Real Estate and Investment divisions. The
modus operandi of these two businesses is different in terms of the nature of the
products, customers profile, challenges and growth avenues.
Real Estate:
The Real Estate scenario is very encouraging in Madhya Pradesh specially in surrounding
Indore and Dewas.
5. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES
The Company has no Subsidiaries, Joint Venture and Associate Company.
The Policy for determining Material subsidiaries as approved may be accessed on the
Companys website at the link:
http://www.samindustriesltd.com.
6. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5)(e) of the Companies Act, 2013, the term Internal
Financial Control (IFC) means the policies and procedures adopted by the company for
ensuring the orderly and efficient conduct of its business, including adherence to
companys policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records, and timely preparation of
reliable financial information.
The Company has a well-placed, proper and adequate internal control system, which
ensures the efficiency and profitability of operations, the reliability of information,
adhering to rules and regulations, that all assets are safeguarded and protected, and that
the transactions are authorized, recorded and reported regularly and correctly.
7. FIXED DEPOSIT
Your Company has not accepted any public deposit within the meaning of Sections 73 and
74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules, 2014 during the
financial year 2023-24.
8. DIRECTORS
The Board of the Company at 31st March, 2024 consisted of six directors out of whom one
is Chairperson who is also the Promoter and whole-time director and two whole time
directors including one-woman whole-time director and three independent Directors.
8.1 Re-appointment of Whole time Director
Pursuant to recommendation of Nomination and Remuneration Committee of the Board, the
Board has approved the reappointment and remuneration of Mrs. Gitanjali A. Maheshwari as a
Whole time Director in the category of Key Managerial Personal of the Company, for five
years with effect from 14th August, 2024 to 13th August 2029. And Mr. Kishore Kale for
three years with effect from 14th August, 2024 to 13th August, 2027 subject to approval by
members in ensuring Annual General Meeting by Special Resolution.
8.2 Retirement by Rotation
In terms of Section 152 of the Companies Act, 2013, Mr. Ashutosh A. Maheshwari is
liable to retire by rotation at the forthcoming Annual General Meeting (AGM), and being
eligible, has offered himself for re- appointment.
9. KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
Mr. Ashutosh A. Maheshwari, Chairman cum Whole time Director (DIN: 00094262) Mrs.
Gitanjali A. Maheshwari, Whole time Director (DIN: 00094596) Mr. Kishore Kale, Whole time
Director (DIN: 01743556) Mr. Gopal Prasad Shrivastava, Chief Financial Officer, and Mr.
Navin S. Patwa, Company Secretary
10. AUDITORS
10.1 Statutory Auditors
Messrs Arora Banthia & Tulsiyan, Chartered Accountants (Firm Registration No.
007028C), were appointed by the members of the Company in the 28th Annual General Meeting
of the Company (held on 28th September, 2022) as Statutory Auditors of the Company, to
hold the office for a period of five year from the conclusion of this 28th Annual General
Meeting till the conclusion of 33rd Annual General Meeting of the Company to be held in
the calendar year 2027.
10.2 AUDITORS REPORT
The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does
not contain any qualification, reservation, or adverse remark.
11. Disclosure about Cost Audit & Cost Records-
Pursuant to rule 3 read with rule 4 of Companies (Cost Records and Audit) Rules, 2014
the company is not required to maintain cost records and consequently not required to get
its cost records audited under Companies Act, 2013.
12. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the
approval of its Board, appointed M/s. M. Maheshwari & Associates, a firm of Company
Secretaries in Practice to undertake the Secretarial Audit of the Company for the
financial year ended March 31, 2024.
The Secretarial Audit Report for financial year ended 31st March, 2024 is annexed
herewith as Annexure II in this Board Report. There were no qualifications,
reservation or adverse remark or disclaimer made by the auditor in the report, save and
except disclaimer made by them in discharge of their professional obligation.
13. CORPORATE GOVERNANCE
Corporate Governance is an ethically driven business process that is committed to
values aimed at enhancing an organizations brand and reputation. The Companies Act,
2013 and amended SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
have strengthened the governance regime in the country. The Company is in compliance with
the governance requirements provided under the new law and had proactively adopted many
provisions of the new law ahead of time. The Company is committed to maintain the highest
standards of corporate governance and adhere to the corporate governance requirements set
out by Securities Exchange Board of India (SEBI).
Your Company has complied with the requirements of corporate governance as per SEBI
(Listing Obligations and Disclosure Requirements) Regulation 2015. A detailed report on
Corporate Governance is annexed as Annexure III in this Board Report. A certificate
from the Statutory Auditors of the Company regarding compliance of conditions of Corporate
Governance has been obtained and is enclosed with Annexure - IV this Report.
A Certificate of the Whole time Director, appointed in terms of Companies Act, 2013 and
Chief Finance Officer (CFO) of the Company in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, inter-alia, confirming the correctness of the
financial statements and cash flow statements, adequacy of the internal control measures
and reporting of matters to the Audit Committee, is also annexed as Annexure V in
this Board Report.
14. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134(3)(c) of the Companies Act, 2013, your
Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2024, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, had been followed and there are no material departures from the same;
b) the directors had 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, 2024 and of the profit of
the Company for the financial year;
c) the directors had 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;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had 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 had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
15. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014, is set out and enclosed herewith as Annexure-VI
to this Board Report.
16. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED
Pursuant to Section 134(3)(g) of the Companies Act, 2013 particulars of loans,
guarantees or investments provided by the Company under Section 186(4) of the Act as at
the end of the Financial Year 2023-24 are disclosed in the Notes to the Financial
Statement attached with the Board Report.
17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators / Courts which
would impact the going concern status of the Company and its future operations.
18. NUMBER OF MEETINGS OF THE BOARD
The details of the number of Board and Audit Committee meetings of the Company are set
out in the Corporate
Governance Report in terms of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 which forms part of this Report.
19. DISCLOSURE BY INDEPENDENT DIRECTORS
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, which have been
relied by the Company and were placed before the Board.
20. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The constitution of Internal Complaints Committee under the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not formulated by the
company since there was no women employee in the Company.
21. EXTRACT OF ANNUAL RETURN
As per the MCA vide Notification dated 28.08.2020, It is not required to attach the
extract of the annual return with the Boards report in Form No MGT -9. The Company
provide the weblink for Form MGT-7 i.
e. https://www.samindustriesltd.com
22. AUDIT COMMITTEE
The Audit Committee as on 31st March, 2024 comprises of Mr. Abhinav Kumar, Independent
Director, Mr. Saurabh Mohta, Independent Director and Mr. Sandeep Prakash Naolekar,
Independent Director and Mr. Gopal Prasad Shrivastava. Further, all recommendations of
Audit Committee were accepted by the Board of Directors.
Further The Board has re-constituted Audit Committee on 24/11/2021 as follows:
S. No. |
Name |
Designation |
1 |
Mr. Abhinav Kumar |
Chairman |
2 |
Mr. Saurabh Mohta |
Member |
3 |
Mr. Sandeep Prakash Naolekar |
Member |
4 |
Mr. Gopal Prasad Shrivastava |
Member |
23. VIGIL MECHANISM
The Company is committed to the highest standards of ethical, moral and legal business
conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on
Whistle Blower / Vigil Mechanism has been hosted on the website of the company. The
policy, inter- alia, provides a direct access to the Chairperson of the Audit Committee.
The policy provides fora framework and process whereby concerns can be raised by its
employees against any kind of
discrimination, harassment, victimization or any other unfair practice being adopted
against them.
24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year 2023-24, the Company has entered into transactions with
related parties as defined under Section 2 (76) of the Companies Act, 2013 read with
Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary
course of business and on arms length basis in accordance with the provisions of the
Companies Act, 2013, Rules issued there under and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Company has passed Related Party Transactions related resolution by way of postal
ballot on 26th August, 2023, vide Scrutinizers Report dated 28th August, 2023. There
were no materially significant related party transactions with Promoters, Directors, Key
Managerial Personnel or other designated persons, which may have a potential conflict with
interest of the Company at large.
In line with the requirements of the Companies Act, 2013, the Company has formulated a
Policy on Related Party Transactions which is also available on Companys website at
www.samindustriesltd.com. The Policy intends to ensure that proper reporting; approval and
disclosure processes are in place for all transactions between the Company and Related
Parties.
25. COMPLIANCE OF SECRETARIAL STANDARD
The Company has complied with the Secretarial Standards issued by The Institute of
Company Secretaries of India and approved by the Central Government as required under
Section 118(10) of the Companies Act, 2013.
26. CORPORATE SOCIAL RESPONSIBILITY:
In line with provision of the Companies Act, 2013, the Company has framed its Corporate
Social Responsibility (CSR) policy for the development of programs and projects for the
benefit of weaker sections of the Society and the same has been approved by CSR Committee
and the Board of Directors of the Company.
CSR policy has been uploaded on the Companys website at www.samindustriesltd.com.
The Company was required to constitute a Corporate Social Responsibility Committee in
the financial year 2022-23 pursuant to requirements under section 135 (1) of the Companies
Act, 2013 and rules made there under.
A report (The disclosures) on CSR activities and initiatives taken during the year in
prescribed format as per Rule 9 of Companies (Corporate Social Responsibility Policy)
Rules, 2014 is made in Annexure VII and forms part of Boards Report.
27. INDUSTRIAL RELATIONS
Relation between the Management and its employees has been cordial. Your directors
place on records their appreciation of the efficient and loyal services rendered by the
employees of the Company at all levels.
28. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS:
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
a statement in the said rules is annexed as Annexure VIII in this Board Report.
29. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE
M Maheshwari & Associates, Practicing Company Secretaries, has issued a certificate
as required under the Listing Regulations, confirming that none of the directors on the
Board of the Company has been debarred or disqualified from being appointed or continuing
as director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory
authority. The certificate is enclosed with this section as Annexure IX.
30. RISK MANAGEMENT
Company has properly analyzed and identified the key business risk area and a Risk
Mitigation process. Company had extensively exercised at regular intervals to identify,
evaluate, manage and monitor all business risk.
31. MATERIAL CHANGES BETWEEN THE END OF FINANCIAL YEAR AND THE DATE OF THE BOARD
REPORT.
There have been no material changes and commitments, affecting the financial position
of the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the Board Report.
32. TRANSFER TO RESERVES:
The Company has not transferred any amount to the Reserves for the year ended 31st
March 2024.
33. ANNUAL EVALUATION OF BOARDS PERFORMANCE
In accordance with the provisions of schedule IV of the companies Act, 2013, separate
meeting of the independent Directors was held on 12th February, 2024, without the
attendance of non -Independent Directors and Members of the Management. The Committee has
reviewed the performance and effectiveness of the Board in the meeting as a whole for the
Financial Year 2023-24.
34. Disclosure regarding issue of Employee Stock Options
The company hasnt issued shares under Employees Stock Option Scheme.
35. Disclosure regarding issue of Sweat Equity Shares
The company has not issued such shares under Sweat Equity provisions prescribed in
Section 54 of the Companies Act, 2013.
36. ACKNOWLEDGEMENT
The directors wish to convey their appreciation for the co-operation received from your
Companys bankers and various government agencies. The directors also wish to thank
the Shareholders, Employees, Customers and Suppliers for their support and co-operation.
|
By order of the Board |
|
For Sam Industries Limited |
|
Ashutosh A. Maheshwari |
Place : Indore |
Chairman |
Date: 13/08/2024 |
DIN: 00094262 |