To the Members,
The Directors present before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.
1. FINANCIAL SUMMARY, OPERATIONS, STATE OF AFFARIS:
The performance during the period ended 31st March, 2024 has been as under:
(Rs. in Lakhs)
Particulars
Income from Business Operations
Other Income
Total Income
Total Expenses excluding Tax, Interest & Depreciation
Profit Before Tax, Interest and Depreciation
Less: Interest and other Financial Charges
Profit before Tax and Depreciation
Less: Depreciation
Profit before tax
Less: Current Income Tax
Less: Deferred Tax
Net Profit/(Loss) after Tax
Earnings per share (Basic)
Earnings per Share (Diluted)
2. Operations
Your Directors are very happy to report that the Company has posted the spectacular results and performance during the year under review. The Company has reported total revenue of Rs. 18,214.07 Lakhs during the current year as compared to Rs. 13,881.83 Lakhs in the previous year and net profit of Rs.1,072.07 Lakhs in the current year as compared to Rs.1,003.73 Lakhs. Though the growth and revenue during the year under review has been moderate but still it is note worthy to say that the growth is 31.8% over the previous year. The Net Profits during the year has grown very less percentagewise but it is significant to mention here as the growth momentum has been maintained even during this year under review.
3. Business and future outlook
Your Directors take immense pleasure in reporting that, during the past four years 2019-20, 2020-21, 2021-22, and 2022-23 the business of the Company has witnessed spectacular growth of revenues till financial year 2022-23. Further, business of the Company has grown substantially during the financial year 2023-24 registering the growth at 31.21% in revenues compared to the previous year 2022-23. Further to report that the business of the Company has been bifurcated into two divisions viz., Infrastructure & Construction and Agri- Business.
Till the year 2019-20, the Company was into only infrastructure and construction. From the year 2020-21 onwards, your Company diversified into the business of processing, drying, sale, purchase, marketing and distribution of agricultural commodities till the year 2022-23 and same drive has been continued till the financial year 2023-24. By taking the advantage of the experience, network developed over a period of time and also enormous business opportunities available in the market the Company has retained the balanced and substantial growth during the financial year 2023-24. Since the Company diversified into agricultural business, the Company has posted spectacular growth in revenues for the year 2020-21 at Rs.8008.94 lakhs registering growth of 276.59% over the previous year 2019-20. Thereafter, the Company has registered growth of 31.52% and 31.79% in revenues for the years 2021-22 and 2022-23 respectively.
Further to mention that the Company has established over a period of 3 years wide network of dealers and distributors for the development of agri-business and poised for a bigger growth in the years to come. Your directors take a pride to report that the Company has rewarded the shareholders by issue of Bonus Shares in the ratio of 1:1 during the year 2022-23. Your directors are confident that going forward with the same trend, the Company may come out with many more happy news and events rewarding its shareholders in the near future.
Your Directors are immensely happy to make a mention here in this context that the Company has successfully completed maiden SME IPO and raised funds to the tune of Rs.6264 lakhs for completion the 2 residential and 1 commercial projects at Dharmaram Village, Keesara Mandal, Medchal-Malkajgiri District of Rs.661.85 lakhs, construction of proposed multiplex project at Rs.4969.05 lakhs, additional working capital requirement of Rs.383.10 lakhs for agri-business, and balance funds to meet issue expenses and general corporate purposes.
The Company has listed its shares on emerge SME platform of National Stock Exchange India Ltd.
As part of Company’s growth strategy and diversification plans, the Company has invested Rs.25.00 Crores per acquisition of 74% stake in distillery business, M/s Amar Wineries situated at Humnabad, Bidar District, Karnataka, which is expected to commence operations during the financial year 2024-25 and expected to yield multiple growth in that segment from 2024-25 onwards.
With the growth plans on hand and future growth strategies, the Company expects multiple growth in the years to come and promises to reward its shareholders with good returns on equity and investment and capital appreciation.
As promised earlier, your directors take immensely pleasure now to announce the present issue of Bonus shares in the ratio of 4:1 i.e., 4 (four) equity shares for every 1 (one) equity share held by the shareholders in the Company. To this extent Company the Board at its meeting held on 26th August, 2024 has considered the proposal and recommended the same for approval of the Members at the ensuing Annual General Meeting scheduled to be held on 25th September, 2024.
4. Transfer to reserves
The Company has transferred an amount Rs.80,22,56,244 to reserves during the year under review.
5. Share Capital
The Paid-up Equity Share Capital as on 31st March, 2024 was Rs.11,90,98,000.
During the year under review, the Company has issued 34,80,000 equity shares of Rs.10/- each at premium of Rs.170/- per share (issue price of Rs.180/- per share) aggregating to Rs. 62,64,00,000 (Sixty-two Crores Sixty-Four Lakhs) through SME IPO. The Issue was opened 22nd December, 2023 and closed on 27th December, 2023 and share of the Company have been listed on NSE on 1st January, 2024.
6. Material Changes between the end of the financial year to which the financial statements relate and the date of the report, if any
There is no material change in the financial year 2023-24.
7. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future
During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
8. Subsidiaries, Joint Ventures and Associate Companies
As on March 31, 2024, the Company does not have any subsidiary, Joint venture or Associate Company.
9. Statutory Auditor & Audit Report
M/s Vinod Singhal & Co. LLP, Chartered Accountants (Firm Registration Number: 005826C/C400276), Chartered Accountants, Hyderabad, Telangana, the existing Statutory Auditors of the Company has submitted their resignation and M/s Damacherla & Associates (Firm Registration No. 019045S), Chartered Accountants, Guntur, Andhra Pradesh were appointed as Statutory Auditors of the Company by the Members of the Company at their Extraordinary General Meeting held on May 25, 2024 in the casual vacancy due to the resignation of the existing Statutory Auditors for conducting the audit of financials of the Company for the financial year 2023-24 and the Auditors so appointed will hold office up to the conclusion of the ensuing Annual General Meeting.
The Company proposed to appoint M/s Damacherla & Associates (Firm Registration No. 019045S), Chartered Accountants, Guntur, Andhra Pradesh as Statutory Auditors of the Company for a period of five years to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of 28th Annual General Meeting and a resolution in this regard is placed before the Members of the Company for their approval.
The Company has received a certificate from the above said Auditors that, they are eligible to hold office as the Auditors of the Company and are not disqualified for being so appointed.
The observations made by the auditors are self-explanatory and do not require any further clarifications.
10. Dividend
The Board of Directors of the Company does not recommend any Dividend for the Year.
11. Public Deposits
The Company has not invited or Accepted Deposits during the year from the Public covered under Section 73 of the Companies Act, 2013, and The Companies (Acceptance of Deposits) Rules, 2014.
12. Particulars of conservation of energy, technology absorption, foreign exchange earnings and
outgo
Your Company has no activities relating to Conservation of Energy and Technology Absorption as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) the Companies (Accounts) Rules, 2014. However, your Company uses Information Technology extensively in its operations and also continues its endeavor to improve Energy Conservation and Utilization, Safety and Environment.
Conservation of energy: i. Adequate measures have been taken for conservation of energy. ii. There is no additional investment and proposal for reduction of energy conservation. iii. As there is no additional investment, there is no impact on the business of the Company.
Technology absorption:
The Company has not absorbed any technology during the period under review. No Research and Development was carried out during the year under review. Foreign Exchange Earnings: Nil Foreign Exchange Out Go: Nil
13. Details of Directors or Key Managerial Personnel including those who were appointed or have resigned during the year
The Board of Directors of your Company comprised of the following Directors, as on March 31, 2024:
BOARD OF DIRECTORS
Mr. SATYA MURTHY SIVALENKA
Managing Director and CEO (DIN: 00412609)
Mrs. SIVALENKA KAMESWARI
Promoter Director (DIN: 00412669)
Mr. DEVANAND CHALLAGULLA
Independent Director (DIN: 09820362)
Mr. SRINIVASA RAO GANDLA
Independent Director (DIN: 09823244)
Mr. CH V S E N D SESHASAI COMPANY SECRETARY
Independent Director (DIN: 07447853)
Mrs. PRATIBHA KUMRAWAT
Company Secretary (PAN NO: DELPK3756R)
KEY MANAGERIAL PERSONNEL
Ms. RAMESH MADHAVAPEDDY
Chief Financial Officer
14. Meetings of Board of Directors
During the year 2023-24, the Board of Directors met 9 (Nine) times viz. on, 18.04.2023, 29.04.2023, 20.05.2023, 24.05.2023, 15.06.2023, 18.07.2023, 30.08.2023, 28.12.2023 and 23.03.2024.
Proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required as per the provisions of Companies Act, 2013.
15. Particulars of employees
There is no Employee drawing remuneration aggregating to the limits prescribed pursuant to the provisions of Section 134(3)(q) of the Companies Act, 2013 read with Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.
16. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressed) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposed during the calendar year.
No. of complaints received: Nil
No. of complaints disposed off: Nil
17. Explanation or comments on qualifications, reservations or adverse remarks or disclaimers made by the Auditors and the Practicing Company Secretary in their reports
There are no qualifications, reservations, adverse remarks and disclaimers of the Statutory Auditors in their Auditors’ Reports on the Financial Statements for the Financial Year 2023-24. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company.
18. Particulars of loans, guarantees or investments
In the Financial Year 2023-24 the Company has not given any Loan, Guarantees or made any Investments exceeding sixty per cent of its Paid-up Share Capital, Free Reserves and Securities Premium Account or One Hundred Percent of its Free Reserves and Securities Premium Account, whichever is higher, as prescribed in Section 186 of the Companies Act, 2013.
19. Particulars of contracts or arrangements with related parties
Since all related party transactions entered into by your Company were in the ordinary course of business and were on an arm’s length basis and during the year under review, the Company has not entered into any contracts with the related parties. The details of the existing arm’s length contract are enclosed in Form AOC-2 as Annexure-I.
20. Internal Control System and their adequacy
The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its operations. Internal Control Systems comprising of policies and procedures are designed to ensure liability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired economically, used.
21. Secretarial Standards
The Company Complies with all applicable Secretarial Standards.
22. Risk Management Policy
The Company has proper procedures in place for development and implementation of a Risk Management Policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company.
23. Material Changes and Commitments affecting the financial position of the Company
The 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 Report have been reported under the head ‘Business and future outlook’ hereinbefore.
24. Significant and Material Orders passed by Regulators or Courts or Tribunals
During the Financial Year 2023-24 no significant and material orders has been passed by Regulators or Courts or Tribunals impacting the Going Concern Status and Company’s Operations in future.
25. Directors’ Responsibility Statement
In terms of Provisions of Section 134 (5) of the Companies Act, 2013 (Act) read with relevant Rules made there under, your Directors confirm that:
i. In the preparation of the Annual Accounts for the Financial Year ended on 31st March, 2024, the applicable Accounting Standards had been followed, along with proper explanation relating to material departures; ii. They have selected such Accounting Policies and applied them consistently and made Judgments and Estimates that are Reasonable and Prudent so as to give a True and Fair View of the State of Affairs of your Company at the end of the Financial Year and of the profit and loss of your Company for that period;
iii. They had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the Annual Accounts for the Financial Year ended on 31st March, 2024 on a Going Concern Basis; and v. They have devised proper Systems to ensure Compliance with the provisions of all applicable Laws and that such Systems were Adequate and Operating Effectively.
Further, your directors confirm that your Company has adequate Internal Systems and Controls in place to ensure compliance of Laws applicable to your Company.
EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following activities:
1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.
2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.
3. Issue of shares under employee’s stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014
4. Non- Exercising of voting rights: During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.
5. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.
6. Buy back shares: The Company did not buy-back any shares during the period under review.
7. Disclosure about revision: Since the Company did not undergo any revision, this clause is Not Applicable to the Company for the period under review.
8. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review.
26. Corporate Social Responsibility
The provisions of Corporate Social Responsibility as per section 135 of the Companies Act, 2013 becomes applicable to the Company from the year 2023-24, as the Company has posted net profit of Rs.10.03 crores for the preceding financial year 2022-23. The Company is in the process of constituting the relevant committee of the Board for taking care of CSR activities of the Company by formulating CSR Policy.
27. Cost Record
The provisions of Cost Audit as per section 148 of the Companies Act, 2013 doesn’t applicable to the Company.
28. Secretarial Audit Report
Mr. S.V.N. Charyulu, Proprietor S.V. Achary & Co., Company Secretaries, (FCS No. 5981, C. P. No. 4768) Hyderabad, was appointed as the Secretarial Auditor of the Company for the Financial Year 2023-24 as per Section 204 of the Companies Act, 2013, and Rules made thereunder.
The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexure VI and forms part of this report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.
The Company is compliant with the Secretarial Standard on Meetings of the Board of Directors ("SS-1") and Secretarial Standard on General Meetings ("SS-2"), issued by 'The Institute of Company Secretaries of India' (“ICSI”).
29. Acknowledgement
Your Directors wish to place on record their appreciation, for the sincere contributions received from the Government, Bankers, Customers, Employees and all the Stakeholders, those who are associated with the Company.
By order of the Board of Directors
For Sameera Agro and Infra Limited (Formerly known
as Sameera Infra Projects Private Limited)
Sd/-
Satya Murthy Sivalenka
Kameswari
Managing Director & CEO
Sivalenka Director
DIN: 00412609
DIN: 00412669
Place: Hyderabad
Dated: 26.08.2024