To the Members,
Your directors have pleasure in presenting the 29th Annual Report
together with the Audited Statement of accounts of your
Company for the year ended 31st March 2023:
1. FINANCIAL HIGHLIGHTS:
(Amount in Thousands)
| Particulars |
2022-23 |
2021-22 |
| Sales & Other Income |
2,64,181 |
1,30,088 |
| Total Expenditure |
1,84,489 |
51,456 |
| Earning Before Finance Cost, Tax, Exceptional Items,
Depreciation and Amortization Expenses |
79,632 |
78,632 |
| Less: Financial Costs |
3004 |
3862 |
| Depreciation and Amortization Expenses |
3515 |
3670 |
| Exceptional Items |
447 |
- |
| Profit Before Tax |
72,726 |
71,100 |
| Less: Current Tax |
19,182 |
12,140 |
| Deferred Tax |
(447) |
(623) |
| Profit (Loss) for the year |
53,991 |
59,584 |
| Basic & Diluted Earnings Per Equity Share of Face Value
of Rs. 10 each |
4.87 |
5.37 |
2. DIVIDEND
The Board of Directors has not recommended any dividend on equity
shares for the year ended 31st March,2023. 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. 2641.81 lakhs as compared to
Rs.1300.88 lakhs in the previous year.
Segment wise Performance
Operating segments are identified based on the internal organization at
the financial reporting date. With the stagnation of the operations of welding division
and its revenues being of the similar nature with real estate division, separate
disclosure of ‘Welding division has been discontinued during the current
financial year and disclosed as a combined segment with ‘Real Estate Segment.
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. 2555.86 lakhs as against Rs. 1018.18 lakhs in the previous year,
and earned a profit of Rs.1091.92 lakhs during this period in comparison to a profit of
Rs. 806.99 lakhs during the previous year.
Investment Division
During the year under review, the revenue of your Companys
Investment Division was Rs.85.95 lakhs as against Rs. 282.70 lakhs in the previous year,
and has incurred a loss of Rs.23.89 lakhs in comparison to a profit of Rs. 274.49 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.sam-industries.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 2022-23.
8. DIRECTORS
The Board of the Company at 31st March, 2023 consisted of six directors
out of whom one is Chairperson who is also the Promoter &whole-time director and two
whole time directors including one-woman whole-time director and three independent
Directors.
Retirement by Rotation
In terms of Section 152 of the Companies Act, 2013, Mr. Kishore Kale is
liable to retire by Rotation at the forthcoming
Annual General Meeting (AGM), and being eligible, has offered him self
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 (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, in place of M/s. Manoj Khatri & Co., Chartered Accountants, (Registration No.
011546C) retiring Statutory Auditor, 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, 2023.
The Secretarial Audit Report for financial year ended 31st March 2023
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 Financial 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, 2023, 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, 2023 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 safe guarding the assets of the Company and for preventing and
detect ing 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 out go 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 2022-23 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.sam-industries.com
22. AUDIT COMMITTEE
The Audit Committee as on 31st March 2023, 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 for a 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 2022-23, 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 8th February, 2023, vide
Scrutinizers Report dated 10th February, 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.sam-industries.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 (CSR):
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.sam-industries.com.
The Company is 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 2023.
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 on11th February, 2023,
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 2022-2023.
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 64 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.
| Date : 14th August, 2023 |
Kishore Kale |
Saurabh Mohta |
| Place : Indore |
Whole Time Director |
Director |
|
DIN : 01743556 |
DIN : 000100955 |
+91-9892691696
