Dear Shareholders,
The Board of Directors hereby submits the report of the business and operations of your Company (“the Company”), along with the Standalone Audited Financial Statements for the Financial Year ended on 31st March, 2024.
FINANCIAL RESULTS:
The Company's financial performance for the year ended on 31stMarch, 2024 is summarized below:
(In Lakhs)
Standalone
DIVIDEND:
For the Financial Year 2023-24, based on the Company's performance, the Board of Directors have not recommended any dividend. TRANSFER TO RESERVES:
During the year, the Company has not transferred any amount to Reserve and Surplus.
BUSINESS DESCRIPTION:
We are an integrated construction and real estate development company, focused primarily on construction and development of residential and commercial projects, in and around Ahmedabad, Gujarat. We believe that we have established a successful track record in the real estate industry in Ahmedabad, Gujarat by developing versatile projects through our focus on innovative architecture, strong project execution and quality construction.
Our Company has demonstrated a prominent presence in execution of real estate projects and has developed significant expertise and competencies in this field. Our Company aim to leverage on its strength and continue expansion into sector which will put our Company to desired growth trajectory.
CHANGE IN NATURE OF BUSINESS:
During the year, your Company has not changed its business or object and continues to be in the same line of business as per main object of the Company.
THE REGISTERED OFFICE:
The registered office of the company is situated at 4th Floor, 401, Venus Atlantis, near Shell Petrol Pump, Prahaladnagar Road, Anand Nagar, Satellite, Ahmedabad-380015, Gujarat, India.
SHARE CAPITAL:
During the year under review, the authorized and paid-up share capital of the Company are as follows:
> AUTHORIZED CAPITAL:
The Authorised Capital of the Company is ? 25,00,00,000/- divided into 2,50,00,000 Equity Shares of ? 10/- (Rupees Ten Only) each.
> ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
As on 31st March, 2024, the issued, subscribed and paid-up capital of the Company is ? 21,50,00,000/- divided into 2,15,00,000 Equity Shares of ? 10/- (Rupees Ten Only) each.
During the Financial year, the Company has come out with the Right issue of equity share, whereby Company has issued and allotted 1,07,50,000 equity shares of ? 10/- to existing shareholder of the Company on 7th June, 2023 at price of Rs. 10/- per share (including premium of Rs. 0/-). The said equity shares are listed and traded on BSE Limited w.e.f. 15th June, 2023.
During the Financial year, the Company has issued and allotted 11,00,000 warrants convertible into equity shares of ? 10/- each to Promoter (Mr. Birjukumar Ajitbhai Shah & Warrants 10,70,000) and non-promoter (Mr. Akshay Sevantilal Mehta & Warrants 30,000) on 7th November, 2023 at price of Rs. 36/- per share (including premium of Rs. 26/-).
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
As on the date of this report, the Board comprises of following Directors;
During the financial year, Mr.Jaydeepbhai Manojbhai Prajapati has resigned from the post of Independent Director w.e.f. 05th June, 2023 and Mr. Ganesh Bhavarlal Prajapati has been appointed as an Additional Independent Director w.e.f. 05th June, 2023. As per the statutory requirement, the appointment of Mr. Ganesh Bhavarlal Prajapati has been approved by shareholders at the extra ordinary general Meeting held on 2nd September, 2023.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Jagrutiben Birjubhai Shah (DIN: 02334894) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment.
None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8, List of relatives and declaration as to compliance with the Code of Conduct of the Company.
BOARD MEETING:
Regular meetings of the Board are held at least once in a quarter. Additional Board meetings are convened, as and when require, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at the registered office of the Company.
During the year under review, Board of Directors of the Company met 11 times. Details of Meeting and their attendance as below:
Name of Director
The meetings of the Board of the Companies within the intervals provided in section 173 of the Companies Act, 2013 (120 days) were compiled between two Board Meetings.
INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was
held to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company viz. www.samor.in
DETAILS OF KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Companies Act, 2013, Mr. Birjukumar Ajitbhai Shah is Managing Director as well as Chief Financial Officer, as Key Managerial Personnel of the Company. Moreover, Ms. Pooja Aidasani is a Company Secretary & Compliance Officer of the Company.
UTILIZATION OF FUND RAISED FROM RIGHT ISSUE:
During the period under review, the Company has raised moneys by way of Right issue by issuing 1,07,50,000 equity shares of ^ 10 each at a premium of ^ 0 per share. The money as raised have been applied for the purposes for which those are raised till March 31, 2024 as follows:
(^ in Lakhs)
During the period under review, the Company has raised moneys by way of issuing 11,00,000 warrants convertible into equity shares of ^ 10 each at a premium of ^ 26 per share. The Company has received upfront amount of 25% i.e. 99,00,000/- and post that the allotment of warrants was done. The money as raised have been applied for the purposes for which those are raised till March 31, 2024 as follows:
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc. In addition, the performance of chairman was also evaluated on the key aspects of his role.
The Board has reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed meaningful and constructive contribution and inputs in meetings etc.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the best of their knowledge and ability confirm that:
a) In preparation of Annual Accounts for the year ended 31st March, 2024; the applicable accounting standards have been followed and that no material departures have been made from the same;
b) The Directors have selected such accounting policies and applied them consistently and have 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 at the end of the Financial Year and of the profit or loss of the Company for that year;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts for the year ended 31st March, 2024 on going concern basis;
e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEE OF BOARD:
The Board of Directors in line with the requirement of the Companies Act, 2013 has formed various committees, details of which are given hereunder:
A. AUDIT COMMITTEE:
Attendance at the Audit Committee Meetings held on
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safeguards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company.
B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
C. NOMINATION AND REMUNERATION COMMITTEE:
Attendance at the Nomination and Remuneration Committee Meetings held on
NOMINATION AND REMUNERATION POLICY:
Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel.
The Nomination and Remuneration Policy is placed on the website of the Company and is annexed to this Report as Annexure - A. REMUNERATION OF DIRECTORS:
During the financial year, the Directors have not drawn any salary.
PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence the directives issued by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act 2013 or any other relevant provisions of the Act and the Rules there under are not applicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:
Details of Loans Guarantees Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement and the same is complied.
ANNUAL RETURN:
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (Form MGT-7) for the financial year ended March 31, 2024, is available on the Company's website viz. www.samor.in.
SUBSIDIARIES OF THE COMPANY:
During the year under review, the Company does not have any subsidiary Company.
ASSOCIATES AND JOINT VENTURE OF THE COMPANY:
During the year under review, the Company does not have any Associate or Joint Venture.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2023-24, there was no materially significant related party transaction undertaken by the Company under Section 188 of the Companies Act, 2013 read with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 that may have potential conflict with the interest of the Company. Disclosure on related party transactions is annexed to the financial statement of the Company in AOC-2 attached as Annexure B
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments affecting the financial position of the Company have occurred between the ends of Financial Year of the Company i.e. 31st March, 2023 to the date of this Report other than as stated above.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and the Company's operations in future.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment free from harassment of any nature we have framed Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate.
During the year under review there were no incidences of sexual harassment reported.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure - C.
SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis risk exposure potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact if triggered. A detailed exercise is being carried out to identify evaluate monitor and manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate and efficient internal and external control system, which provides protection to all its assets against loss from unauthorized use and ensures correct reporting of transactions. The internal control systems are further supplemented by internal audits carried out by the respective Internal Auditors of the Company and Periodical review by the management. The Company has put in place proper controls, which are reviewed at regular intervals to ensure that transactions are properly authorised, correctly reported and assets are safeguarded.
CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate governance is about maximizing shareholder value legally, ethically and sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in international corporate governance. We also endeavor to enhance long-term shareholder value and respect minority rights in all our business decisions.
In terms of Regulations 34 read with Schedule V of SEBI (LODR) Regulations, a report on Corporate Governance for the year ended March 31, 2024 has been prepared and annexed as “Annexure D” to this Report. The Company's Secretarial Auditor has issued a Certificate on Corporate Governance, which is appended to the Corporate Governance Report.
STATUTORY AUDITOR AND THEIR REPORT:
The Notes to the Standalone Financial Statements referred in the Auditors Report, as issued by Shah & Shah, are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act 2013.
The Auditors' Report does not contain any qualification reservation or adverse remark. The Auditors' Report is enclosed with the financial statements in this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a review of the performance of the Company for the year under review Management Discussion and Analysis Report is presented in a separate section which is annexed to this Report as Annexure - E.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Secretarial Audit Report, as issued by M/s S S Lunkad & Associates, Secretarial Auditor (Peer Audit Firm) for the Financial Year 2023-24 is annexed to this report as Annexure - F.
The Secretarial Audit Report does not contain any qualification reservation or adverse remark.
PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:
The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure - G.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.
WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 the Company has maintained a functional website containing basic information about the Company. The website of the Company is containing information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company etc.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014 and other applicable provisions of the act and listing regulations to the extent the transactions took place on those items during the year.
ACKNOWLEDGEMENT:
Your Directors acknowledge the dedicated service of the employees of the Company during the year. They would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, business partners and other stakeholders.
For and on behalf of Board of Directors Samor Reality Limited