Sam Industries Ltd Directors Report

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

Company’s 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 Company’s 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 Company’s 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 Company’s 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 company’s 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 organization’s 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 Board’s 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 Scrutinizer’s 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 Company’s 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 Company’s 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 Board’s 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 BOARD’S 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 hasn’t 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 Company’s 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