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Annual Report 2017-18 e

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SAM INDUSTRIES LIMITED

24 th
ANNUAL REPORT
2017-2018
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

BOARD OF DIRECTORS

Mr. Ashutosh A. Maheshwari, Chairman


Mrs. Gitanjali A. Maheshwari, Whole time Director
Mr. Kishore Kale, Director
Mr. Ritesh Kumar Neema, Independent Director
Mr. Yogendra Vyas, Independent Director
Mr. Devraj Singh Badgara, Independent Director

CHIEF FINANCIAL OFFICER

Mr. Gopal Prasad Shrivastava

COMPANY SECRETARY

Mr. Navin S. Patwa

AUDITORS

M/s. Manoj Khatri & Company,


Chartered Accountants
218, Silver Sanchura Castle,
7-8, R. N. T. Marg, Indore – 452001

SECRETARIAL AUDITOR
M Maheshwari & Associates
202-C, Kanchan Sagar, 18/1, Old Palasia,
A. B. Road, Indore -452001

BANKERS

Indian Overseas Bank


IDBI Bank
Union Bank of India

REGISTRAR & TRANSFER AGENT

M/s. Ankit Consultancy Pvt. Ltd.,


Plot No. 60, Electronic Complex,
Pardeshipura, Indore – 452010 (M. P.)

Registered Office
Village: Dakachiya, A. B. Road, Tehsil: Sanwer,
District – Indore – 453771 – M. P., India

Website: www sam-industries.com


Email: secretarial@sam-industries.com

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTICE
Notice is hereby given that the 24th Annual General Meeting (AGM) of the Members of Sam Industries Limited will be
held on Tuesday, 25th September, 2018 at 4:00 P.M. at the Registered Office of the Company at Village: Dakachiya Tehsil:
Sanwer, A. B. Road - Indore - 453771 – Madhya Pradesh, to transact the following business:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended
March 31, 2018 including Audited Balance Sheet as at 31st March, 2018 and audited Statement of Profit & Loss
Account for the year ended on 31st March, 2018 and the Cash Flow Statement for the year ended on that date
together with the Reports of Directors and Auditors thereon, and in this regard pass the following Resolution as an
Ordinary Resolution:
“RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended March 31, 2018
including Audited Balance Sheet as at 31st March, 2018, the Statement of Profit & Loss Account for the year ended
on 31st March, 2018 and the Cash Flow Statement for the year ended on that date together with the Reports of
Directors and Auditors thereon be and are hereby considered and adopted.”
2. To appoint a director in place of Mr. Ashutosh A. Maheshwari who retires by rotation at the ensuing Annual General
Meeting and being eligible offers himself for re-appointment and to consider and if thought fit, to pass, with or
without modification(s) the following resolution as an Ordinary Resolution:-
“RESOLVED THAT Mr. Ashutosh A. Maheshwari (DIN: 00094262), Director of the Company, who retires by
rotation at this 24th Annual General Meeting and being eligible for re-appointment, be and is hereby re-appointed
as a Director of the Company and he shall be liable to retire by rotation.”

By order of the Board


For Sam Industries Limited

Place: Indore Navin S. Patwa


Date:14/08/2018 Company Secretary

Notes:
1. A member entitled to attend and vote is also entitled to appoint a proxy to attend and vote instead of
himself/herself and the proxy need not be a member. Proxies in order to be effective must be received by the
Company not less than 48 hours before the commencement of this meeting. Members/ Proxies should bring their
attendance slip duly filled in order to attend the meeting.
A person can act as proxy on behalf of members not-exceeding fifty and holding in aggregate not more than ten
percent of the total share capital of the company carrying voting rights. A member holding more than ten percent
of the total share capital of the company carrying voting rights may appoint a single person as proxy and such
person shall not act as proxy for any other person or shareholder.
Appointing a proxy does not prevent a member from attending the meeting in person or shareholder.
2. The Register of Members and Share Transfer Register of the Company will remain closed from Wednesday, the
19th September 2018 to Tuesday, 25th September 2018(both days inclusive)
3. Shareholders desiring any information regarding the accounts are requested to inform the Company at least 10
days before the Annual General Meeting to enable the Management to keep the information ready.
4. Shareholders are requested to bring their copy of the Annual Report along with them to the Annual General
Meeting, as copies of the Report will not be distributed again at the Meeting, in view of the increasing cost of

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Annual Report.
5. Members / Proxies should bring the Attendance Slip sent herewith duly filled in and handover the same at the
entrance after affixing their signature for attending the Meeting.
6. In case of joint holders attending the meeting, the members whose name appears as first holder in the order of
name will be entitled to vote.
7. Members who have not registered their e-mail addresses so far are requested to register their e-mail address for
receiving all communications including Annual Report, Notices etc. from the Company electronically.
8. Section 72 of the Companies Act, 2013 extends the nomination facility to individual shareholders of the Company.
Therefore, the shareholders holding shares in single name and in physical form are advised to make nomination
in respect of their shareholding in the Company in Form SH-13.
9. Electronic copy of the Annual Report is being sent to all the members whose email IDs are registered with the
Company/ Depository Participants(s) for communication purposes unless any member has requested for a hard
copy of the same. For members who have not registered their email address, physical copies of the Annual Report
is sent in the permitted mode.
10. The Ministry of Corporate Affairs (vide circular Nos.17/2011 and 18/2011 dated April 21 and April 29, 2011
respectively, has undertaken Green initiative in ‘Corporate Governance’ and allowed companies to share
documents with its shareholders through an electronic mode. Members are requested to support this green
initiative by representing / updating their e-mail addresses, in respect of shares held in dematerialized form with
their respective Depository Participants and in respect of shares held in physical form with Transfer Agent.
11. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number
(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore,
requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat
accounts. Members holding shares in physical form can submit their PAN details to the Company or Transfer
Agent of the Company.
12. Members may also note that the Notice of the 24th Annual General Meeting and the Annual Report for the year
2017-18 will also be available on the Company’s website at www.sam-industries.com . The physical copies of the
aforesaid documents will also be available at the Company’s Registered Office for inspection during business
hours (11.00 A.M. to 1.00 P.M.) on all working days except Saturday and Sunday up to and including the date of
the Annual General Meeting of the Company. Even after registering for e-communication, members are entitled to
receive such communication in physical form upon making a request for the same, by post. For any
communication, the shareholders may also send requests to the Company’s investor email id: secretarial@sam-
industries.com.
13. The relevant details as required by Regulation of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 of person seeking appointment / re-appointment as Directors under item nos. 2 of the notice,
are also annexed.
14. SEBI vide amendment in the Regulation 40 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, dated June 8, 2018, has mandated that the transfer of securities would be carried out in
dematerialized form only w.e.f. December 5, 2018. You are accordingly advised to dematerialize your physical
shareholding at earliest. After December 5, 2018, no request for transfer of shares in physical form can be
processed by he Company/RTA.
15. Voting through electronic means In compliance with provisions of Section 108 of the Companies Act, 2013, and
Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Company is pleased
to provide members’ facility to exercise their right to vote at the 24th Annual General Meeting (AGM) by electronic

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

means and the business may be transacted through Remote e-Voting Services provided by Central Depository
Services (India) Limited (CDSL):
The instructions for members voting electronically are as under:-
(i) The voting period begins from Saturday, 22nd September, 2018 at 9:00 A. M. and ends on Monday, 24th
September, 2018 at 5:00 P.M. During this period shareholders’ of the Company, holding shares either in
physical form or in dematerialized form, as on the cut-off date (i.e. record date) i.e. Tuesday, 18th
September, 2018 may cast their vote electronically. The e-voting module shall be disabled by CDSL for
voting thereafter.
(ii) The shareholders should log on to the e-voting website www.evotingindia.com.
(iii) Click on Shareholders.
(iv) Now Enter your User ID
a. For CDSL: 16 digits beneficiary ID
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID
c. Members holding shares in Physical Form should enter Folio Number registered withthe Company.
(v) Next enter the Image Verification as displayed and Click on Login.
(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted in any
earlier voting of any other company, then your existing password is to be used.
(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form


PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for
both demat shareholders as well as physical shareholders)
• Members who have not updated their PAN with the Company / Depository Participant
are requested to use the first two letters of their name and the 8 digits of the folio
number in the PAN field.
• In case the folio number is less than 8 digits enter the applicable number of 0’s
before the number after the first two characters of the name in CAPITAL letters. E.g. If
your name is Ramesh Kumar with folio number 1 then enter RA00000001 in the PAN
field.
Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
Bank Details of demat account or in the company records in order to login.
Date of Birth • If both the details are not recorded with the depository or company please enter the
(DOB) member id /folio number in the Dividend Bank details field as mentioned in
instruction (iv).

NOTE: Please keep the sequence number in safe custody for future e-voting.
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Members holding shares in physical form will then directly reach the Company selection screen. However,
members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to
mandatorily enter their login password in the new password field. Kindly note that this password is can also be
used by the demat holders for voting of resolutions of any other company on which they are eligible to vote,
provided that company opts for Remote e-Voting through CDSL platform. It is strongly recommended not to share
your password with any other person and take utmost care to keep your password confidential.

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

(x) For Members holding shares in physical form, the details can be used only for Remote e-Voting on the resolutions
contained in this Notice.
(xi) Click on the EVSN for the relevant Sam Industries Limited on which you choose to vote.
(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/ NO” for
voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and
option NO implies that you dissent to the Resolution.
(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.
(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
(xvii) If Demat account holder has forgotten the same password then enter the User ID and the image verification code
and click on Forgot Password & enter the details as prompted by the system.
(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The
m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the
app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by
the mobile app while voting on your mobile.
(xix) Note for Non – Individual Shareholders and Custodians
• Non-Individual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodian are required to
log on to www.evotingindia.com and register themselves as Corporate.
• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
helpdesk.evoting@cdslindia.com.
• After receiving the login details they have to create compliance user should be created using the admin
login and password. The Compliance user would be able to link the account(s) for which they wish to vote
on.
• The list of accounts should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts
they would be able to cast their vote.
• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of
the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions
(“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to
helpdesk.evoting@cdslindia.com.
Other Instructions –
1) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the
Company as on the cut-off date on Tuesday, 18th September 2018.
2) Mr. Manish Maheshwari, proprietor of M/s M. Maheshwari & Associates, Company Secretaries (Membership No.
FCS 5174, CP No. 3860) has been appointed as the Scrutinizer to scrutinize the Remote e-Voting process in a fair
and transparent manner.
3) The Chairman shall, at the end of the discussion on the resolutions on which voting is to be held at the AGM, allow
the use of ballot paper for all those Members who are present at the AGM and who have not cast their votes by
availing the Remote e-voting facility.

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018
4) The Scrutinizer shall, immediately after the conclusion of the voting at the general meeting, will first count the
votes casted at the meeting, thereafter unblock the votes cast at the meeting, thereafter unblock the votes in the
presence of at least two witnesses not in the employment of the Company and make, not later than forty eight
hours (48) of conclusion of meeting a consolidated Scrutinizer’s Report of the total votes cast in favor or against, if
any, to the Chairman or a person authorized by him in writing who shall countersign the same.
5) The results declared along with the report of the scrutinizer will be placed on the website of the Company viz.
www.sam-industries.com and website of CDSL immediately after the results are declared by the Chairman or a
person authorized by him and will simultaneously be communicated to the BSE Limited, the Stock Exchange on
which the securities of the Company are listed.
6) This Notice has been placed on the website of the company i.e. www.sam-industries.com and also on the website
of CDSL .
7) Members please note that no gifts shall be distributed at the meeting.
By Order of the Board
For Sam Industries Limited

Place: Indore Navin S. Patwa


Date:14/08/2018 Company Secretary

Particulars of Directors who are proposed to be Re-appointed / appointed at the Meeting are given below:

Name of Director ASHUTOSH A. MAHESHWARI


Director Identification Number (DIN) 00094262
Fathers Name Ashokkumar H. Maheshwarri
Date of Birth 23rd April 1973
Nationality Indian
Date of Appointment 17th February 1994
Inter se relationship with other directors None of the directors, their relatives and the Key
Managerial Personnel of the Company except Mrs.
Gitanjali A. Maheshwari, are in any way, related with
Mr. Ashutosh A. Maheshwari
Qualification Commerce Graduate
Expertise in Specific Functional Area Entrepreneurship and Strategic Planner of the Company
Number of Shares held in the Company either by him One Lac Eight Thousand four hundred eighty two
or on a beneficial basis for any other persons (1,08,482)
Board position held Director is not an independent director and is retiring
by rotation at the conclusion of this AGM
Terms & conditions of appointment / re-appointment Director who retires by rotation at the ensuing Annual
General Meeting and being eligible offers himself for
re-appointment. He is liable to retire by rotation
List of outside Directorship held Eight (8)
Chairman / Member of the Committee of the Board NIL
of Directors of the Company

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

REPORT OF THE BOARD OF DIRECTORS


To the Members,
Your Directors have pleasure in presenting the 24th Annual Report together with the Audited Statement of accounts of
your Company for the year ended 31st March 2018:
1. FINANCIAL HIGHLIGHTS:
(Rs. in Lakhs)
Particulars 2017-18 2016-17
Sales & Other Income 1255.16 1125.56
Total Expenditure 998.74 776.60
Earning Before Finance Cost, Tax, Exceptional Items, Depreciation and 256.42 348.95
Amortization Expenses
Less: Financial Costs 3.97 1.22
Depreciation and Amortization Expenses 40.88 67.94
Exceptional Items 0.00 0.09
Profit Before Extra-Ordinary Items & Tax 211.57 279.70
Less: Current Tax 89.00 113.60
Deferred Tax (10.27) (14.91)
Profit (Loss) for the year 132.84 181.01
Basic & Diluted Earnings Per Equity Share of Face Value of Rs.10 each 1.20 1.63

2. DIVIDEND
The Board of Directors has not recommended any dividend on equity shares for the year ended 31st March 2018.
There are no amounts to be transferred to Investor Education and Protection Fund.
3. PERFORMANCE
Company’s Overall Performance
During the year under review, your Company has received income amounting to Rs.1255.16 lakhs as compared
to Rs.1125.56 lakhs in the previous year. Your Company has earned profit, after taxes, of Rs.132.84 lakhs as
compared to profit of Rs. 181.01 lakhs in the previous year .
• Segment wise Performance
• Welding Division
During the year under review, the revenue of your Company’s Welding Division was Rs. 806.91 lakhs as against
Rs. 775.21 lakhs in the previous year, and it has incurred a loss Rs. 49.48 lakhs during this period as against profit
of Rs. 110.18 lakhs during the previous year.
• Real Estate Division
During the year under review, the revenue of your Company’s Real Estate Division was Rs. 368.20 lakhs as against
Rs. 271.54 lakhs in the previous year, and earned a profit of Rs. 321.73 lakhs during this period in comparison to a
profit of Rs. 187.94 lakhs during the previous year.
• Investment Division
During the year under review, the revenue of your Company’s Investment Division was Rs. 80.04 lakhs as against
Rs. 78.81 lakhs in the previous year, and has incurred a loss of Rs. 8.46 lakhs in comparison to a profit of Rs. 74.97
lakhs in the previous year.

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

4. MANAGEMENT DISCUSSIONS AND ANALYSIS


A detailed report on management discussions and analysis is annexed as Annexure - I in this Board Report.
Outlook
Your Company has three distinct businesses, viz., Welding Electrodes, Real Estate and Investment division. The
modus operandi of these three businesses is different in terms of the nature of the products, customers profile,
challenges and growth avenues.
Welding Industry Scenario:
In view of the growing industrialization and expenditure on infrastructure, we expect a buoyant demand for
welding materials in India.
Real Estate:
The Real Estate scenario is very encouraging in 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.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 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 2017-
18.
8. DIRECTORS
The Board of the Company at 31st March 2018 consisted of six directors out of whom one is Chairperson who is
also the Promoter Director and one woman Whole time director, besides three independent Directors.
All the Independent Directors have given declarations that they meet the criteria of independence as laid down
under section 149 of the Companies Act, 2013 and Regulation of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 which have been relied by the Company and were placed before the Board.
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 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:

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Mr. Ashutosh A. Maheshwari, Chairman (DIN: 00094262)


Mrs. Gitanjali A. Maheshwari, Whole time Director (DIN: 00094596)
Mr. Gopal Prasad Shrivastava, Chief Financial Officer, and
Mr. Navin S. Patwa, Company Secretary
10. AUDITORS
Statutory Auditors
Messrs Manoj Khatri & Company, Chartered Accountants, as Statutory Auditors of the Company were appointed
from the conclusion of the 23rd Annual General Meeting till the conclusion of 28th AGM to be held in the year
2022 and that they are eligible for such continuation of their appointment.
11. 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.
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, 2019. The Secretarial Audit Report for financial year
ended 31st March 2018 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 except submission of Form CHG-1
with Roc for creation of charge on car loan taken, which is under the process of filing.
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 new 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 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 – IV 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, 2018, 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;

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

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, 2018 and of the profit and loss 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 -V 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 2017-18 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.
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
In accordance with the provisions of Section 134 (3) (a) of the Companies Act, 2013, the extract of Annual Return
as on March 31, 2018 in the prescribed Form No. MGT- 9, pursuant to Section 92(3) of the Companies Act, 2013
and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is attached herewith as
Annexure –VI and forms part of this Board Report.

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

22. AUDIT COMMITTEE


The Audit Committee as on 31st March 2018 comprises Mr. Ritesh Kumar Neema, Independent Director, Mr.
Yogendra Vyas, Independent Director and Mr. Devraj Singh Badgara, Independent Director. Further, all
recommendations of Audit Committee were accepted by the Board of Directors.
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 Chairman 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 2017-18, 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. 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.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:
The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within
purview of Section 135(1) of the Companies Act, 2013, and hence, it is not required to formulate policy on
Corporate Social Responsibility.
27. INDUSTRIAL RELATIONS
Relation between the Management and its employees has been cordial. Your Directors place on record 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 - VII in this Board Report.
29. 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.

11
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

30. 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.
31. TRANSFER TO RESERVES:
The Company has not transferred any amount to the Reserves for the year ended 31st March 2018.
32. ANNUAL EVALUATION OF BOARD’S PERFORMANCE
In accordance with the provisions of schedule IV of the companies Act, 2013, a separate meeting of the
independent Directors was held on 7th February, 2018. 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 2017-2018.
33. 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.

For and on behalf of the Board of Directors


Ashutosh A. Maheshwari
Place: Indore Chairman
Date: 14th August, 2018 DIN: 00094262

5
12
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
ANNEXURE – I
TO THE BOARD'S REPORT
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Overview
The Management Discussion and Analysis Report (MDA) is an integrated part of Company's annual financial
statements. The purpose of the MDA is to provide a narrative explanation, through the eyes of management, of how the
Company has performed in the past, its financial condition, and its future prospects. This report contains a description of
the year gone by and some of the key factors that influenced the business of the Company during the year, as well as a
fair and unbiased overview of the Company's past, present, and future.
Sam Industries Limited is a manufacturing diversified company and its total income received by the lease rent, real
estate and dividend earnings.
Industry and Business Overview and Future Outlook
The Government of India has taken significant initiatives to strengthen the economic credentials of the country and make
it one of the strongest economies in the world. India is fast becoming home to start-ups focused on high growth areas
such as mobility, e-commerce and other vertical specific solutions - creating new markets and driving innovation.
Owing to higher infrastructure spending, increased fiscal devolution to states, and continued reforms in fiscal and
monetary policy, the Indian economic outlook has strengthened. The Government of India is striving to move steadily to
minimize structural and political bottlenecks, attract higher investment and improve economic performance.
The Government of India's attempt to implement reforms to unlock the country's investment potential to improve the
business environments, liberalized FDI policies, quick solution to the corporate disputes, simplified tax structure, and a
boost in both public and private expenditure.
Opportunities & Threats
With a stable government at the centre, growth is expect to revive, and with stalled projects coming on line, easing of
capital availability, in the process improving general business confidence.
The Company's investments are predominantly in Companies engaged in Power Generation and Transmission, Auto
Tyres & Rubber Products, Electric Utilities, Carbon Black, Pharmaceuticals, Retail etc. Any adverse impact on these
industries could possibly have direct bearing on the performance of the Company. Any slowdown in the growth of Indian
economy or any volatility in global financial markets, could also affect the business. The Company is also prone to risks
pertaining to change in government regulations, tax regimes, other statutes and capital market fluctuations in respect of
investments held.
Risk and Concerns
Risk Management is an important aspect of the corporate governance which aims to improvise the governance
practices across the Company's activities. The Company is mainly exposed to market risks in the form of reduction in
value of its investments and fall in returns due to dip in the Investee Company's performance.
The Board has taken appropriate measures for the risk management which will enable the Company to proactively
manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on
opportunities. It will help in business growth with financial stability.
Human Resources
Every Company is dependent on the quality of workforce. The Board places on record its appreciation for the dedicated
services rendered by the employees for the smooth functioning of the Company. During the year under review, the
company had only 16 (Sixteen) employees and a whole time director. The Company continued with its focus on training
and development of its employees. The Company believes in retaining the best talent, clearly defining their roles and
responsibilities.
Cautionary Statement
Statements in the Management Discussion and Analysis describing the Company's outlook, projections, estimates
expectations or predictions are "Forward Looking Statements" within the meaning of applicable securities laws of
regulations. Actual results could differ materially from those expressed or implied. As "forward looking statements' are
based on certain assumptions and expectations of future events over which the Company exercise no control the
Company cannot guarantee their accuracy nor can it warrant that the same will be realized by the Company Important
developments that could affect the Company's operations include a downtrend in the Investee Company performance,
significant changes in political and economic environment in India and tax law.

13
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
ANNEXURE – II
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
SAM INDUSTRIES LIMITED
CIN: L70102MP1994PLC041416
Village Dakachiya, A. B. Road .
Tehsil Sanwer, Dakachiya Indore MP 453771
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to
good corporate practices by SAM INDUSTRIES LIMITED (hereinafter called the company). Secretarial Audit was
conducted in a manner that provided me/us a reasonable basis for evaluating the corporate conducts/statutory
compliances and expressing my opinion thereon.
Based on our verification of the SAM INDUSTRIES LIMITED books, papers, minute books, forms and returns filed and
other records maintained by the company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company
has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by Company
for the financial year ended on March 31, 2018 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made there under read with notifications, exemptions and
clarifications thereto;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;
iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder;
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011 as amended from time to time;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 as
amended from time to time;
c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009 and amendments from time to time.
d. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock
Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based
Employee Benefits) Regulation, 2014.
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,
2008.

14
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)
Regulations, 1993 as amended from time to time regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 as amended
from time to time. (Not applicable as the Company during the reporting period under Audit)
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1999. (Not applicable as
the Company during the reporting period under Audit)
vi. We have relied on the representation made by the Company and its officers for system and mechanism framed by
the Company for the compliances under the following applicable Act (if applicable), Law & Regulations to the
Company
i. Workmen’s compensation Act, 1923 and all other allied labor laws, as informed / confirmed to us.
ii. Applicable Direct and Indirect Tax Laws.
iii. Prevention of Money Laundering Act, 2002
iv. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
We have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
During the period the company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc. mentioned above except to the extent as mentioned below -
1. Company has not filed form CHG 1 for creation of charge on car loan.
We further report that:
The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.
All the decisions at Board Meetings and Board Committee Meetings are carried out unanimously/majority as recorded in
the Minutes of the Board of Directors of the Company or committee of the Board, as the case may be. The dissenting
members’ views, if any, are captured and recorded as part of the minutes of the respective meetings.
We further report that there are adequate systems and processes in the company commensurate with the size and
operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the Audit period the Company has no specific events / actions that having a major bearing
on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standard, etc.
Note: This Report is to be read with our letter even date which is annexed as Annexure A and forms and integral part of
this report.

For M. Maheshwari & Associates


Company Secretaries
Firms U.C.N. I2001MP213000

Date : 14.08.2018 Manish Maheshwari


Proprietor
Place : Indore FCS-5174
CP-3860
15
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

To,
The Members,
SAM INDUSTRIES LIMITED
CIN: L70102MP1994PLC041416
Village Dakachiya, A. B. Road .
Tehsil Sanwer, Dakachiya Indore MP 453771

Our Secretarial Audit Report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to
express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done on the test basis to ensure that
correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a
reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the
company.

4. Where ever required, we have obtained the Management representation about the compliances of laws, rules,
regulations and happening of events etc.

5. The compliances of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy of
effectiveness with which the management has conducted the affairs of the company.

For M. Maheshwari & Associates


Company Secretaries
Firms U.C.N. I2001MP213000

Date : 14.08.2018 Manish Maheshwari


Proprietor
Place : Indore FCS-5174
CP-3860
16
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
Annexure - III
ANNEXURE TO THE BOARDS’ REPORT
REPORT ON CORPORATE GOVERNANCE
I. Company’s Philosophy on code of Corporate Governance
Your Company’s Philosophy on code of Corporate Governance is based on the attainment of the highest level of
transparency, accountability, and adequate disclosures and economic value addition. All employees are guided by the
Company’s policies on important issues, including our relationship with consumers, stakeholders and Government.
II Board of Directors
The Board of Directors of company has a combination of Executive and Non Executive Directors. The Chairman of your
Company is a non-executive promoter director. The Board of Directors of the Company consists of 6 Directors, out of
which 5 are non-executive as on 31st March 2018.
During the year, 7 Meetings of the Board of Directors of the Company were held on 10.04.2017, 02.06.2017, 27.06.2017,
18.08.2017, 12.09.2017, 14.12.2017 and 07.02.2018 and not more than 120 days have elapsed between two meetings.
The inter-se relationship between Mr. Ashutosh A. Maheshwari and Mrs. Gitanjali A. Maheshwari is of Husband and wife.
The particulars of the Directors and their attendance at the Board Meetings during the year and at the last Annual General
Meeting and also the number of directorships and committee memberships as on that date are as follows:

Name of Director Category No. of Board Attendance No. of Committee


Meetings in last Director Membership
Attended AGM ship
Chairman Membership
Mr. Ashutosh A. Maheshwari Promoter Non– 7 No 9 - -

Executive

Mrs. Gitanjali A. Maheshwari Executive 7 Yes 13 - -

Mr. Ritesh Kumar Neema Independent 7 Yes 2 1 2

Mr. Kishore Kale Non–Executive 7 Yes 2 - -

Mr. Devraj Singh Badgara* Independent 6 Yes 1 2 1

Mr. Yogendra Vyas Independent 7 No 7 - 3

* Mr. Devraj Singh Badgara, Independent Director appointed w. e .f. 2nd June 2017.
The terms of reference of the Board Committees, their composition and attendance of the respective Members at the
various Committee Meetings held during fiscal year 2017-18 are set out below:
III Audit Committee
Terms of Reference
The objective of the Audit Committee is to monitor and provide effective supervision of the Management’s financial
reporting processes with a view to ensure accurate and proper disclosure, transparency and quality of financial
reporting. The committee also reviews the financial and risk management policies, and the adequacy of internal control
systems of the Company, and meets Statutory Auditors periodically.
Your Company has an Audit Committee consisting of following Directors and the Audit Committee Meetings were held
on 29.05.2017, 12.09.2017, 14.12.2017 and 07.02.2018. The details of the meetings held and attended are as given
below:

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Name of Directors Meetings Held Meetings Attended

Mr. Yogendra Vyas 4 4

Mr. Ritesh Kumar Neema (Chairman) 4 4

Mr. Devraj Singh Badgara 3 3

IV. Nomination and Remuneration Committee


Terms of Reference
The functions of the Committee include recommending appointment of Directors to the Board, identifying persons who
are qualified to become Directors in accordance with the criteria laid down and recommending to the Board their
appointment and removal, formulate criteria for evaluation of the performance of Directors and the Board and to extend
or continue the term of appointment of independent Director on the basis of the report of performance evaluation,
recommending to the Board a policy relating to the remuneration subject to applicable regulations, approving the policy
for and quantum of bonus payable to the members of the staff including senior management and key managerial
personnel, formulating the criteria for determining qualifications, positive attributes and independence of Director.
The composition of the remuneration committee is as follows:
Mr. Devraj Singh Badgara, (Chairman), Mr. Yogendra Vyas and Mr. Ritesh Kumar Neema, Members .
During the year under review, the remuneration paid to the whole time Director of the Company Mrs. Gitanjali A.
Maheshwari was Rs.1,19,88,480/- (Rupees One Crore Nineteen Lakhs Eighty Eight Thousand and Four Hundred Eighty
only).
The Committee met 4 times during the financial year. The dates of the Committee’s meetings were 29.05.2017,
12.09.2017, 14.12.2017 and 07.02.2018.
Note: Salary includes Basic Salary, Allowances, contribution to Provident and Other Funds and perquisites (including
monetary value of taxable Perquisites), etc.
Details of equity shares of the company held by the Directors as on 31stMarch, 2018, are given below:

S. No. Name of Directors Number of Equity Shares


1 Mr. Ashutosh A. Maheshwari 1,08,482
2 Mrs. Gitanjali A. Maheshwari 4,22,714
3 Mr. Devraj Singh Badgara Nil
4 Mr. Kishore Kale Nil
5 Mr. Ritesh Kumar Neema Nil
6 Mr. Yogendra Vyas Nil

V. Remuneration of Directors
(a) Transactions of the non-executive directors
The non-executive directors of the Company have not paid any sitting fees for attending meetings during the
financial year 2017-18. The total amount of sitting fees paid to non- executive directors during the financial year
2017-18 was Rs.Nil. The non-executive directors of the Company do not have any material pecuniary relationship
or transactions of vis-à-vis the company.
(b) Remuneration to executive directors.
The appointment and remuneration of executive director is governed by recommendation of Nomination and

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Remuneration committee, the resolutions passed by the Board of Directors and share holders of the company.
The total amount of remuneration paid to executive directors during the financial year 2017-18 was
Rs.1,19,88,480/-.
Presently the company does not have any stock options scheme for its directors
VI. Stakeholders Relationship Committee
Terms of Reference
The Board has constituted the Stakeholders Relationship Committee to look into the redress of investors’ complaints.
There were no complaints pending for reply as on 31st March 2018 and no share transfers pending for registration as on
the said date.
The Committee had met 4 times on 29.05.2017, 12.09.2017, 14.12.2017 and 07.02.2018 during the financial year 2017-
18.
The composition of the Stakeholders Relationship committee is as follows:
Mr. Devraj Singh Badgara (Chairman), and other Members are Mr. Ritesh Kumar Neema, Mr. Yogendra Vyas, and Mr.
Gopal Prasad Shrivastava . Mr. Navin Patwa is the Company Secretary of the Company and acts as the Compliance
Officer of the Company
VII. General Body Meetings
The details of Annual General Meetings held in last 3 years are as under:

Financial Year Date Time Venue

2014-2015 28.10.2015 12.30 P.M. CII, Naoroji Godrej Centre of Excellence, Godrej
Station-side Colony, Opp Railway Station,
Vikhroli (East), Mumbai 400079
2015-2016 28.09.2016 4.00 P.M. Village: Dakachiya, Tehsil: Sanwer: A. B. Road,
Indore 453771 M. P.
2016-2017 29.09.2017 4.00 P.M. Village: Dakachiya, Tehsil: Sanwer: A. B. Road,
Indore 453771 M. P.

The details of the Special Resolutions passed in the General Meetings held in the previous three years are given below:

General Body Meeting Day, Date Resolution


2014-2015 Wednesday, -
28.10.2015
2015-2016 Wednesday, 1. Appointment of Mr. Santosh Muchhal (DIN: 00645172) as an
28.09.2016 Independent director
2. Appointment of Mr. Ritesh Kumar Neema, (DIN: 03086671) as an
Independent Director
3. Appointment of Mr. Yogendra Vyas, (DIN: 06603344) as an
Independent Director
4. Approval to deliver documents through a particular mode

2016-2017 Friday, 1. Appointment of Mr. Devraj Singh Badgara (DIN: 07429570) as an


29.09.2017 ndependent director
2. Revised Remuneration of Mrs. Gitanjali A. Maheshwari,
(DIN: 00094596) Whole time Director
3. Approval of Related Party Transactions with the Company.

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Details of Postal Ballot


Special Resolution was passed through postal ballot during the Financial Year 2015-16 vide Postal Ballot Notice dated
July 25th 2015 under Section 110 of the Companies Act, 2013. The Company followed the procedure as prescribed
under the Companies (Management and Administration), Rules, 2014, as amended and Secretarial Standard Two
issued by the Institute of Company Secretaries of India. The Members were provided the facility to cast their votes
through electronic voting (e-voting) or through postal ballot. The Board of Directors of the Company, appointed M.
Maheshwari & Associates Company Secretaries, as the Scrutinizer for conducting the postal ballot voting process. The
scrutinizer submitted his report to the Chairman after the completion of the scrutiny of the postal ballots (including e-
voting). Considering the combined results of the Postal Ballot via postal ballot forms and e-voting facility, the resolution
was approved on 16th September, 2015. The results were declared on 16th September, 2015 and communicated to the
stock exchanges and displayed on the Company’s website.
The details of the voting pattern are given below:

Particulars Type of Votes cast in % of Votes Votes cast % of votes


Resolution favor (in in favour against (In against
Numbers) numbers)
Shifting of the Registered office of the
Company from state of Maharashtra to Special 8909864 100 30 0.00
the state of Madhya Pradesh
Authorization to the Board of Directors
of the company for investment exceeds Special 8909889 100 5 0.00
the limits specified under section 186, of
the Companies Act, 2013

VIII. Means of Communication


The quarterly, half–yearly and yearly financial results of the Company are sent to the Stock Exchanges
Immediately after the Board has approved them. These are widely published in national and regional
newspapers.
Sam Industries website (www.sam-industries.com) serves as a key awareness facility for all its stakeholders,
allowing them to access information at their convenience. It provides comprehensive information on Company’s
financial performance, operational performance and the latest Information.
IX. General Shareholders Information

Annual General Meeting Day, Date & Time Venue


24th Annual General Meeting Tuesday, 25th September Village: Dakachiya, A. B. Road, Tehsil:
2018 at 4.00 P.M. Sanwer, District: Indore – 453771 Madhya
Pradesh, India

a. Date of Book Closure


The Register of Members and Share Transfer Books of the Company shall remain closed from Wednesday,
the 19th day of September 2018 to Tuesday, the 25th day of September 2018 (both days inclusive).
b. Financial Year: April 1st 2017 to March 31st 2018.
c. Financial Calendar 2018-2019 (Tentative)

1 First Quarter Results On or before 14th August 2018


2 Second Quarter & Half Yearly Results On or before 14th November, 2018
th
3 Third Quarter Results On or before 14 February 2019
th
4 Fourth Quarter / Annual Results On or before 30 May 2019

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

d. Listing of Securities
Name of the Stock Exchange: BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001
e. Listing Fee
Your Company confirms that it has paid annual listing fees to the BSE Limited, for the year 2018-19; and as
such there are no arrears.
f. BSE Script Code: 532005
g. Market Price Data
High, low of market price of the Company’s equity shares traded on BSE Limited during each month in the last
financial year are as under:
Quotation at Mumbai Stock Exchange & High & Low

Month High Price Low Price Close Price Turnover (Rs.)


Apr-17 13.32 9.19 13.32 2,96,647
May-17 13.32 12.66 13.00 2,56,802
Jun-17 13.32 12.35 12.35 49,664
Jul-17 12.75 12.10 12.75 49,81,261
Aug-17 13.32 12.66 13.32 48,46,177
Sep-17 13.32 12.80 13.32 18,08,156
Oct-17 18.10 13.01 18.02 36,30,343
Nov-17 19.80 17.10 18.95 3,32,501
Dec-17 28.10 16.20 28.10 20,45,341
Jan-18 34.05 23.70 24.80 17,88,144
Feb-18 27.50 15.95 17.45 10,84,893
Mar-18 18.30 15.10 16.40 70,66,809

h. Registrar & Transfer Agent


Name & Address: M/s. Ankit Consultancy Private Limited,
Plot No. 60, Electronic Complex,
Pardeshipura,
Indore – 452010, (M. P.)
Telephone: 0731-4281333, 4065799, 4065797
Fax: 0731-4065798
Email: ankit_4321@yahoo.com

All the Share transfer and the relating queries may please be forwarded to the Share Transfer Agent directly at their
address.
i. Share Transfer Systems
Shares received for transfer in physical form are registered and dispatched within fifteen days of the receipt of the
documents. If shares are under objection then the same are to be returned within fifteen days. Request for
dematerialization of shares is processed within fifteen days.

21
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

j. Shareholding as on 31st March 2018:


Distribution of Shareholding of Equity Shares of Rs. 10/- each as on 31st March 2018:

Shareholding of nominal No. of Share % of Share Amount in Rs. % of Share


Value of Rs. Holders Holders Holdings
Up to 1000 260 24.03% 95,770 0.09%
1001 – 2000 70 6.47% 1,22,740 0.11%
2001 – 3000 39 3.60% 1,07,180 0.10%
3001 – 4000 203 18.76% 8,07,500 0.73%
4001 – 5000 118 10.91% 5,86,170 0.53%
5001 – 10000 196 18.11% 17,76,040 1.60%
10001 – 20000 83 7.67% 12,98,990 1.17%
20001 – 30000 33 3.05% 7,72,200 0.70%
30001 – 40000 13 1.20% 4,64,610 0.42%
40001 – 50000 14 1.29% 6,20,170 0.56%
50001 – 100000 15 1.39% 10,77,880 0.97%
100001 & above 38 3.51% 10,31,55,450 93.03%
Grand Total 1082 100.00 11,08,84,700 100.00

b. Category of equity shareholders as on 31st March 2018.


S.No. Category No. of Equity Share Held Percentage of
Shareholding (in%)
1. Promoters 82,97,906 74.83
2. Govt. Co./Fin. Institutions 59.00 0.53
3. Corporate Bodies 7,36,652 6.64
4. Individual Shareholders 19,87,128 17.92
\ 5. NRI's l& OCBs (Foreign holding) 7,784 0.07
Grand Total 11,088,470 100%

k. Dematerialization of Shares and Liquidity


The company’s shares are traded in dematerialized form and are available for trading on both the depositories in
India, viz. NSDL and CDSL. Equity shares of the company representing 97.02% of the Company’s total equity
shares capital representing 1,07,58,435 equity shares are dematerialized on March 31, 2018 and the balance
2.98% representing 3,30,035 were in physical form.
l. There are no foreign exchange risk and hedging activities during financial year 2017-18.
m. Plant and Registered Office
The registered office of the company at Works situated at Village: Dakachiya, A. B. Road, Tehsil: Sanwer, District:
Indore - 453771, Madhya Pradesh, India (w. e. f. 16th August 2016)
The Company has a manufacturing facility at Village: Dakachiya, A. B. Road, Tehsil: Sanwer, District: Indore -
453771, Madhya Pradesh, India.
n. Address for Correspondence
The Shareholders may address their communications to.

22
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Company Secretary
Sam Industries Limited
Village: Dakachiya, A. B. Road, Tehsil: Sanwer, Indore – 453771, Madhya Pradesh
Telephone No. 0731-4229717
Designated Email address for Investor Services:
• Email: secretarial@sam-industries.com
• Company’s Website: www.sam-industries.com
X. Disclosures
(i) During the year under review, besides the transactions reported elsewhere in the Annual Report, there were
no other related parties’ transaction viz., Promoters, Directors or the Management, their subsidiaries or
relatives that had any potential conflict with the interest of the Company at large.
ii) No penalties or strictures have been imposed on the Company by Stock Exchange or SEBI or any statutory
authority on any matter related to capital markets during the last three years.
iii) In terms of the Whistle Blower Policy, Vigil Mechanism of the Company, no employee of the Company has
been denied access to the Audit Committee.
iv) The Company has complied with the mandatory requirements and adoption of the non mandatory
requirements.
v) The website of the company Sam Industries Limited’s ‘website (www.sam-industries.com) discloses policy
for determining material subsidiaries.
vi) The website of the company Sam Industries website (www.sam-industries.com) discloses policy on
dealing with related party transactions.

CEO/CFO Certification
The Whole Time Director (WTD) and Chief Financial Officer (CFO) Certified to the Board with regard to the financial
statements and other matters as required in Regulation 17(8) of SEBI (LODR), Regulations, 2015 and the said certificate
is contained in this annual report.

Declaration Regarding Code of Conduct


I hereby declare that all the directors and Senior Management Personnel have affirmed compliance during the financial
year 2017-18 with the provisions of Code of Conduct as adopted by the Company.

Date: 14th August, 2018 Gitanjali A. Maheshwari


Place: Indore Whole Time Director

23
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

INDEPENDENT AUDITOR'S CERTIFICATE ON CORPORATE GOVERNANCE

To,
The Members,
Sam Industries Limited

1. We have examined the compliance of conditions of corporate governance by Sam Industries Limited (the
'Company') for the year ended 31 March 2018, as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation
46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations').
Management's Responsibility
2. The compliance of conditions of corporate governance is the responsibility of the management. This
responsibility includes the designing, implementing and maintaining operating effectiveness of internal control to
ensure compliance with the conditions of corporate governance as stipulated in the Listing Regulations.
Auditor's Responsibility
3. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in
the form of an opinion as to whether the Company has complied with the conditions of corporate governance as
stated in paragraph 1 above. Our responsibility is limited to examining the procedures and implementation
thereof, adopted by the Company for ensuring the compliance with the conditions of corporate governance. It is
neither an audit nor an expression of opinion on the financial statements of the Company.
4. We have examined the relevant records of the Company in accordance with the applicable Generally Accepted
Auditing Standards in India, the Guidance Note on Certification of Corporate Governance issued by Institute of
Chartered Accountants of India (“The ICAI”), and the Guidance Note on the Reports or certificates for special
purposes issued by the ICAI which requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI .
5. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality
Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.
Opinion
6. Based on the procedures performed by us and to the best of our information and according to the explanations
provided to us, in our opinion, the Company has complied, in all material respects, with the conditions of
corporate governance as stipulated in the Listing Regulations during the year ended 31 March 2018.
7. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the company.
Restriction on use
8. This certificate is issued solely for the purpose of complying with the aforesaid regulations and may not be
suitable for any other purpose.

Date: 12th May 2018 For, Manoj Khatri & Co.


Place: Indore Chartered Accountants
Firm Reg. No. 011546C

Ashish Jain
(Partner)
Membership No. 403161

24
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

ANNEXURE - IV
Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification
[Compliance Certificate pursuant to Regulation 17(8) and as per schedule –II part –B of SEBI (L ODR),
Regulations, 2015]

To,
The Board of Directors,
Sam Industries Limited
Village: Dakachiya,
A.B. Road, Indore - 453771

We the undersigned, in our respective capacities as Whole Time Director and chief financial officer of Sam Industries
Limited (the Company) to the best of our knowledge and belief certify that:
A. We have reviewed financial statements and the cash flow statement for the year ended 31st March 2018 and that
to the best of our knowledge and belief, we state that:
(1) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(2) these statements together present a true and fair view of the company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
B. We further state that to the best of our knowledge and belief, no transactions entered into by the Company during
the year, which are fraudulent, illegal or violation of the Company’s code of conduct.
C. We are responsible for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and have
disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if
any, of which we are aware and the steps they have taken or propose to take to rectify these deficiencies.
D. We have indicated to the Auditors and the Audit Committee:
(1) significant changes, if any, in internal control over financial reporting during the year;
(2) significant changes, if any, in accounting policies during the year and that the same have been disclosed in
the notes to the financial statements; and
(3) instances of significant fraud of which they have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the company’s internal control system over
financial reporting.

For Sam Industries Limited

Date: 14thAugust, 2018 Gitanjali A. Maheshwari Gopal P. Shrivastava


Place: Indore Whole Time Director Chief Finance Officer

25
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

ANNEXURE - V
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo [Section 134 (3) (m)
of The Companies Act, 2013 read with Rule 8(3) of The Companies Accounts Rules, 2014]
A) Conservation of energy

S.No. Particulars

i) the steps taken or impact on All efforts are made to conserve and optimize use of
conservation of energy; energy with continuous monitoring, improvement in
maintenance and distribution systems and through
improved operational techniques.
ii) the steps taken by the company for utilizing NA
alternate sources of energy;
iii) the capital investment on energy, NIL
conservation equipments

(B) Technology absorption

(i) the efforts made towards technology absorption Updating of in house Technology is a Continuous
process of absorption implemented in our Industry and
technology developed in house; This is fully absorbed
for development in the existing product and new
models.
(ii) the benefits derived like product improvement, The Company has been able to successfully indigenize
cost reduction, product development or import the toolings to a large extent. Increased efficiency,
substitution better performance and wider product range.
(iii) in case of imported technology (imported during NIL
the last three years reckoned from the
beginning of the financial year
(a) the details of technology imported NA
(b) the year of import NA
(c) whether the technology been fully NA
absorbed; and
(d) if not fully absorbed, areas where NA
absorption has not taken place, and
the reasons thereof; and
(iv) the expenditure incurred on Research NIL
and Development

(C) Foreign exchange earnings and Outgo

2017-18 2016-17

The Foreign Exchange earned in terms of actual inflows during the year; and Nil Nil

The Foreign Exchange outgo during the year in terms of actual outflows. Nil Nil

26
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
Annexure -VI
Annexure - to the Board's Report
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on Financial Year ended on 31.03.2018
Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company
(Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:


1 CIN L70102MP1994PLC041416
2 Registration Date 17.02.1994
3 Name of the Company SAM INDUSTRIES LIMITED
4 Category/Sub-category of the Company Company Limited By Shares
Indian Non Government Company
5 Address of the Registered office & contact Village: Dakachiya, A. B. Road,Tehsil: Sanwer,
details District-Indore-453771- (M.P.) Tel: 0731- 4229717
6 Whether listed company Yes, with BSE Limited
7 Name, Address & contact details of the M/s Ankit Consultancy P. LTD., Plot No.60, Electronic
Registrar & Transfer Agent, if any. Complex, Pardesipura, Indore - 452010 (Madhya Pradesh)
Tel: 0731-4281333
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
S. Name and Description of main NIC Code of the % to total turnover
No. products / services Product/service of the company

1 Sale of services (Lease Rent) 68100 63.10%


2 Sale of (Traded goods) Real Estate( Plot) 68100 29.31%

III.     PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES


S. Name and address of the Company CIN/GLN Holding/Subsidiary % of Applicable
No. / Associate sharesheld Section

1 NA NA NA NA NA

IV.    SHARE HOLDING PATTERN


(Equity share capital breakup as percentage of total equity)
(i) Category-wise Share Holding
Category of No. of Shares held at the beginning of No. of Shares held at the end of
%
the Shareholders the year (As on 01st April 2017) the year as on 31, March, 2018
Change
during
the year

A. Promoters
(1) Indian
a) Individual/ HUF 554,406 554,406 5.00% 554,406 554,406 5.00% 0.00%
b) Central Govt - - - - - -
c) State Govt(s) - - - - - -

27
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

d) Bodies Corp. 7,353,500 - 7,353,500 66.32% 7,743,500 - 7,743,500 69.83% 3.52%


e) Banks / FI - - - - - -
f) Any other - - - - - -
Sub Total (A) (1) 7,907,906 - 7,907,906 71.32% 8,297,906 - 8,297,906 74.83% 3.52%
(2) Foreign
a) NRI Individuals - - - - - -
b) Other Individuals - - - - - -
c) Bodies Corp. - - - - - -
d) Banks / FI - - - - - -
e) Any other - - - - - -
Sub Total (A) (2) - - - - - -
TOTAL (A) 7,907,906 - 7,907,906 71.32% 8,297,906 - 8,297,906 74.83% 3.52%
B. Public Shareholding
1. Institutions
a) Mutual Funds - - - - - -
b) Banks / FI 59,000 - 59,000 0.53% 59,000 - 59,000 0.53% 0.00%
c) Central Govt - - - - - - - -
d) State Govt(s) - - - - - - - -
e) Venture Capital Funds - - - - - - - -
- - -
f) Insurance - - - - - - - -
g) FIIs - - - - - - - -
h) Foreign Venture Capital - - - - - - - -
Funds - -
i) Others (specify) - - - - - - - -
Sub-total (B)(1):- 59,000 - 59,000 0.53% 59,000 - 59,000 0.53% 0.00%

2. Non-Institutions
a) Bodies Corp.
i) Indian 2,239,709 3,000 2,242,709 20.23% 733,652 3,000 736,652 6.64% -13.58%
ii) Overseas
b) Individuals
i) Individual shareholders 316,691 293,335 610,026 5.50% 403,919 291,635 695,554 6.27% 0.77%
holding nominal share capital
upto Rs. 1 lakh
ii) Individual shareholders 231,829 35,400 267,229 2.41% 1,256,174 35,400 1,291,574 11.65% 9.24%
holding nominal share capital
in excess of Rs 1 lakh
c) Others (specify) 1,200 1,200 0.01% 7,384 7,384 0.07% 0.06%
Non Resident Indians
Overseas Corporate Bodies - -
Foreign Nationals - -
Clearing Members 400 400 0.00% 400 400 0.00% 0.00%
Trusts - -
Foreign Bodies - D R - -
Sub-total (B)(2):- 2,789,829 331,735 3,121,564 28.15% 2,401,529 330,035 2,731,564 24.63% -3.52%
Total Public (B) 2,848,829 331,735 3,180,564 28.68% 2,460,529 330,035 2,790,564 25.17% -3.52%
C. Shares held by Custodian
for GDRs & ADRs
Grand Total (A+B+C) 10,756,735 331,735 11,088,470 100.00% 10,758,435 330,035 11,088,470 100.0% 0.00%

28
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

ii. Shareholding of Promoters

Shareholders Name Shareholding at the beginning Shareholding at the end of the year % Change in
of the year on 1st April 2017 31st March 2018 shareholding
during the
No. of % of total % of shares No. of % of total % of shares year
Shares shares Pledged / Shares shares Pledged /
of the encumbered of the encumbered
Company ot total shares Company ot total shares

1 A.H.MAHESHWARI (HUF) 20,000 0.18% - 20,000 0.18% - 0.0%


2 ASHUTOSH A. MAHESHWARI 108,482 0.98% - 108,482 0.98% - 0.0%
3 GITANJALI A. MAHESHWARI 422,714 3.81% - 422,714 3.81% - 0.0%
4 ARVIND ASHOKKUMAR 3,190 0.03% - 3,190 0.03% - 0.0%
MAHESHWARI
5 ASHOKKUMAR H.MAHESHWARI 10 0.00% - 10 0.00% - 0.0%
6 SUMAN ASHOKKUMAR 10 0.00% - 10 0.00% - 0.0%
MAHESHWARI
7 SAM EXIM LIMITED 5,322,398 48.00% - 5,322,398 48.00% - 0.0%
8 STEWARD TRADING & 307,000 2.77% - 307,000 2.77% - 0.0%
INVESTMENTS P. LTD.
9 SAM FARMS AND FOODS P. LTD. 786,000 7.09% - 786,000 7.09% - 0.0%
10 CELESTIAL COMMERCIAL P. LTD. 196,500 1.77% - 386,500 3.49% - 1.71%
11 SAM HOTELIERS AND 101,000 0.91% - 301,000 2.71% - 1.80%
RESORTS P. LTD.
12 DWEKAM WELD TECH P. LTD. 640,602 5.78% - 640,602 5.78% - 0.0%
TOTAL 7,907,906 71.32% - 8,297,906 74.83% - 3.52%

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Shareholding at the beginning Cumulative Shareholding during


S. Reason for Change of the year the year
No. Particulars (Decrease/Increase
in Shares) No. of shares % of total shares No. of shares % of total shares

1 CELESTIAL COMMERCIAL P. LTD.


At the beginning of the year 196,500 1.77% 196,500 1.77%
Changes during the year 31-07-2017 190,000 1.71% 386,500 3.49%
(Purchase)

At the end of the year 386,500 3.49% 386,500 3.49%

2 SAM HOTELIERS & RESORTS P. LTD.


At the beginning of the year 101,000 0.91% 101,000 0.91%
Changes during the year 31-07-2017 200,000 1.80% 301,000 2.71%
(Purchase)
At the end of the year 301,000 2.71% 301,000 2.71%

29
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

(iv) Shareholding Pattern of top ten Shareholders


(Other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding at the beginning of the Cumulative Shareholding during t


Reason for Change year i .e. 1st April 2017 he year i.e. 31st March 2018
S. For each of the Top 10 (Decrease/Increase
No. shareholders in Shares) No. of shares % of total shares No. of shares % of total shares

1 VIMLADEVI RAVIKUMAR MOHATTA


Atthe beginning of the year -
Changes during the year 08-08-2017 (Purchase) 140,875 1.27% 140,875 1.27%
17-08-2017 (purchase) 110,000 0.99% 250,875 2.26%
23-03-2018 (Purchase) 275,600 2.49% 526,475 4.75%
At the end of the year 526,475 4.75% 526,475 4.75%
2 ISHITA GAURAV MOHATTA
At the beginning of the year -
Changes during the year 23-08-2017 (Purchase) 90,600 0.82% 90,600 0.82%
22-09-2017 (Purchase) 100,000 0.90% 190,600 1.72%
03-11-2017 (Purchase) 216,450 1.95% 307,050 2.77%
01-12-2017 (Purchase) 150 0.00% 307,200 2.77%
15-12-2017 (Purchase) 49,899 0.45% 357,099 3.22%
29-12-2017 (Sell) (49,899) -0.45% 307,200 2.77%
16-02-2018 (Purchase) 550 0.00% 307,750 2.78%
02-03-2018 (Sell) (810) -0.01% 306,940 2.77%
23-03-2018 (Purchase) 164,900 1.49% 471,840 4.26%
At the end of the year 471,840 4.26% 471,840 4.26%
3 KRISHNA KRIPA HOLDINGS PVT. LTD.
At the beginning of the year 376,161 3.39% 376,161 3.39%
Changes during the year No change - -

At the end of the year 376,161 3.39% 376,161 3.39%


4 SHEETAL KRAFTS PVT LTD
At the beginning of the year 157,000 1.42% 157,000 1.42%
Changes during the year No change - -
At the end of the year 157,000 1.42% 157,000 1.42%
5 MP STATE INDUSTRIAL DEVELOPMENT
MENT
CORPORATION LIMITED
At the beginning of the year 59,000 0.53% 59,000 0.53%
Changes during the year No change
At the end of the year 59,000 0.53% 59,000 0.53%
6 EMKAY GLOBAL FINANCIAL
SERVICES LIMITED
At the beginning of the year -
Changes during the year 11-08-2017 (Purchase) 140,875 1.27% 140,875 1.27%
25-08-2017 (Purchase) 110,000 0.99% 250,875 2.26%
01-09-2017 (Purchase) 90,600 0.82% 341,475 3.08%
08-09-2017(Purchase) 100,000 0.90% 441,475 3.98%
13-10-2017 (Sell) (325,025) -2.93% 116,450 1.05%
24-11-2017 (Sell) (116,350) -1.05% 100 0.00%
08-12-2017 (Purchase) 49,799 0.45% 49,899 0.45%
05-01-2018 (Purchase) 4,811 0.04% 54,710 0.49%

30
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

12-01-2018 (Purchase) 3,189 0.03% 57,899 0.52%


26-01-2018 (sell) (7,756) -0.07% 50,143 0.45%
09-02-2018 (Purchase) 306 0.00% 50,449 0.45%
02-03-2018 (Sell) 100 0.00% 50,549 0.46%
16-03-2018 (Sell) (550) 0.00% 49,999 0.45%
23-03-2018 (sell) (100) 0.00% 49,899 0.45%
At the end of the year 49,899 0.45% 49,899 0.45%
7 ACME FERRO ALLOYS PVT. LTD.
At the beginning of the year 41,204 0.37% 41,204 0.37%
Changes during the year No change - -
At the end of the year 41,204 0.37% 41,204 0.37%
8 MUKESH P. PUROHIT
At the beginning of the year 35,400 0.32% 35,400 0.32%
Changes during the year No change -
At the end of the year 35,400 0.32% 35,400 0.32%
9. ARHAM CREDIT CAPITAL PVT. LTD.
At the beginning of the year 34,500 0.31% 34,500 0.31%
Changes during the year No change -
At the end of the year 34,500 0.31% 34,500 0.31%
10 DILIP CHHOTALAL MORZARIA
At the beginning of the year 28,300 0.26% 28,300 0.26%
Changes during the year No change -
At the end of the year 28,300 0.26% 28,300 0.26%
11 ACTIVE SHARE & STOCKS PVT LTD
At the beginning of the year 533,700 4.81% 533,700 4.81%
Changes during the year 31-07-2017 (Sell) (190,000) -1.71% 343,700 3.10%
31-07-2017 (Sell) (200,000) -1.80% 143,700 1.30%
08-08-2017 (Sell) (143,700) -1.30% - 0.00%
At the end of the year - 0.00% - 0.00%
12 CEREBRAL SECURITIES PVT LTD
At the beginning of the year 531,393 4.79% 531,393 4.79%
Changes during the year 18-08-2017 (Sell) (250,000) -2.25% 281,393 2.54%
06-10-2017 (Sell) (280,900) -2.53% 493 0.00%
24-11-2017 (Sell) (150) 0.00% 343 0.00%
21-02-2018 (Sell) (343) 0.00% - 0.00%
At the end of the year - 0.00% - 0.00%
13 QUICKAGE SECURITIES PVT LTD
At the beginning of the year 500,000 4.51% 500,000 4.51%
Changes during the year 08-12-2017 (Sell) (50,000) -0.45% 450,000 4.06%
08-12-2017 (Sell) (200) 0.00% 449,800 4.06%
19-01-2018 (Sell) (5,550) -0.05% 444,250 4.01%
09-02-2018 (Sell) (250) 0.00% 444,000 4.00%
16-03-2018 (Sell) (1,100) -0.01% 442,900 3.99%
16-03-2018 (Sell) (100) 0.00% 442,800 3.99%
19-03-2018 (Sell) (1,300) -0.01% 441,500 3.98%
20-03-2018 (Sell) (441,500) -3.98% - 0.00%
At the end of the year - 0.00% - 0.00%

(v) Shareholding of Directors and Key Managerial Personnel:


Shareholding at the beginning Cumulative Shareholding during
S. Shareholding of each Directors Reason for Change of the year the year
No. and each Key (Decrease/Increase
Managerial Personnel in Shares) No. of shares % of total shares No. of shares % of total shares

NOT APPLICABLE 0 0.00% 0 0.00%

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SAM INDUSTRIES LIMITED Annual Report : 2017-2018

V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment.
(Total Amt. in Lacs)
Secured Loans Unsecured Deposits Total
Particular excluding Loans Indebtedness
deposits

Indebtedness at the beginning of the


financial year
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - -
Total (i+ii+iii) - - - -
Change in Indebtedness during the financial year
* Addition 70.01 - - 70.01
* Reduction 7.55 7.55
Net Change 62.46 - - 62.46
Indebtedness at the end of the financial year
i) Principal Amount 62.46 - - 62.46
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 62.46 - - 62.46

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL


A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Total Amt. in Lacs)
S. Name of MD/WTD/ Manager
No. Particulars of Remuneration
Name Gitanjali A. Maheshwari -
Designation Whole Time Director -
1 Gross salary -
(a) Salary as per provisions contained in section 17(1) 119.88 - 119.88
of the Income Tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income- - - -
tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission -
- as % of profit - - -
- others, specify - - -
5 Others, please specify - - -
Total (A) 119.88 - 119.88
Ceiling as per the act With in Provisions of Sec. 197 & 198 read with Schedule V
of the Companies Act, 2013

32
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

B. Remuneration to other Directors

Total
S. Particulars of Remuneration Name of Director Amount
No.
Rs./Lacs)

1 Independent Directors Devraj Singh Badgara Ritesh Kumar Neema Yogendra Vyas
Fee for attending board & committee
meetings - - - -
Commission - - - -
Others, please specify - - - -
Total (1) - - - -
2 Other Non-Executive Directors - - - -
Fee for attending board committee meetings - - - -
Commission - - - -
Others, please specify - - - -
Total (2) - - - -
Total (B)=(1+2) - - -
Total Managerial Remuneration - - -
Overall Ceiling as per the Act With in Provisions of Sec. 197 & 198 read with Sechdule V of the Companies Act,2013

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD


(Amt. Rs./Lacs)
S. Name of Managerial Personnel
No. Particulars of Remuneration Total
Amount
Name - GOPAL P. SHRIVASTAVA NAVIN PATWA Rs (Lacs)
Designation CEO CFO CS
1 Gross salary - 6.64 5.05 11.69
(a) Salary as per provisions contained - - - -
in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) - - - -
Income-tax Act, 1961 -
(c) Profits in lieu of salary under section - - - -
17(3) Income- tax Act, 1961
2 Stock Option - - - -
3 Sweat Equity - - - -

4 Commission - - - -

- as % of profit- - - - -

- others, specify - -
5 Others, please specify -

Total - 6.64 5.05 11.69

33
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:


(Amt. Rs./Lacs)
Section of the Brief Details of Penalty/ Authority [RD / NCLT/ Appeal made,
Type Companies Description Punish ment/ COURT] if any (give
Compounding
Act fees imposed Details)

A. COMPANY
Penalty - - - -
Punishment - - - -
Compounding - - - -

B. DIRECTORS
Penalty - - - -
Punishment - - - -
Compounding - - - -

C. OTHER
OFFICERS
IN DEFAULT
Penalty - - - -
Punishment - - - -
Compounding - - - -

FOR AND ON BEHALF OF BOARD OF DIRECTOR

ASHUTOSH A. MAHESHWARI
Date : 14/08/2018 CHAIRMAN
Place : Indore DIN: 00094262

34
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Annexure -VII
Disclosure of Remuneration under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) (i) of The
Companies (Appointment and Remuneration) Rules, 2014

1. The details of Remuneration (including Sitting fees) paid during the Financial Year as per pursuant to Section 197
read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 are as follows:
Name Designation Amount (in Lakhs) Amount (in Lakhs)
2017-18 2016-17

Mrs. Gitanjali A. Maheshwari Whole Time Director 119.88 69.93


Navin Patwa Company Secretary 5.05 4.66
Gopal P. Shrivastava Chief Finance Officer 6.64 6.04

2. Number of permanent Employees on the Rolls of the Company as on 31st March 2018 is Sixteen excluding Whole
Time Director.
3. Ratio of remuneration of each director, CFO, Company Secretary to the median remuneration of the employees of
the Company for the Financial Year:
Name Designation Ratio*
Mrs. Gitanjali A. Maheshwari Whole Time Director 104.25
Mr. Navin Patwa Company Secretary 4.39
Mr. Gopal Shrivastava CFO 5.78

Note: Remuneration includes Sitting Fees


*Number of times the median remuneration
4. The Key parameters for any variable component of remuneration availed by the directors: N. A.

PARTICULARS OF EMPLOYEES
During the year under review the details of employee of the company who is drawing more than rupees one crore and
two lakh during the financial year or rupees eight lakh and fifty thousand per month for the part of the year. During the
year as per requirement of Particulars of the employees under Section 197 of Companies Act, 2013 read with rule 5 (2) &
rule 5 (3) of Companies (appointment and remuneration) Rules 2014 are as follows:-
Details of Particular of Employee
S. No. Particular
1. Name of the Employee - Mrs. Gitanjali Maheshwari
2. Designation of Employee - Whole Time Director
3. Nature of Employee - Permanent
4. Qualification and Experience of Employee - Graduation (Commerce & Economics) and having 16 years
and above years Experience.
5. Date of Commencement of Employment - 14th August, 2014
6. Age of Employee - 40 Years
7. Last employment held - Nil
8. Shares held by the Employee along with his spouse and children
S. No. Name No. Share Held Percentage
1. Mrs. Gitanjali A. Maheshwari 4,22,714 3.81%
2. Mr. Ashutosh A. Maheshwari 1,08,482 0.98%
9. Relation with Directors Mr. Ashutosh A. Maheshwari- Husband
10. Salary Drawn- Rs. 1,19,88,480/- (Rupees One Crore Nineteen Lakhs Eighty Eight Thousand and Four
Hundred Eighty only) per annum.

35
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

INDEPENDENT AUDITOR’S REPORT

To the Members of
Sam Industries Limited
Report on the Financial Statements
We have audited the accompanying Financial Statements of Sam Industries Limited (“the Company”), which comprise
the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss, including the statement of Other
Comprehensive Income, the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and
a summary of significant accounting policies and other explanatory information (hereinafter referred to as “Financial
Statements”).
Management’s Responsibility for the Financial Statements
The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013
(“the Act”) with respect to the preparation of these Financial Statements that give a true and fair view of the Financial
Position, Financial Performance including Other Comprehensive Income, Cash Flows and the Statement of Changes in
Equity of the Company in accordance with accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of the Act, read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of
adequate internal financial control that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the Financial Statements that give a true and fair
view and are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these Financial Statements based on our audit. We have taken into
account the provisions of the Act, the accounting and auditing standards and matters which are required to be included
in the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the
Financial Statements in accordance with the Standards on Auditing, issued by the Institute of Chartered Accountants of
India, as specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from
material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial
Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the Company’s preparation of the Financial Statements that give a
true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made
by the Company’s Directors, as well as evaluating the overall presentation of the Financial Statements. We believe that
the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Financial
Statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the Financial Statements
give the information required by the Act in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, its Profit
including Other Comprehensive Income, its Cash Flows and the Statement of Changes in Equity for the year ended on
that date.

36
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Other Matters
The comparative financial information of the company for the year ended March 31, 2017 included in these standalone
Ind AS financial statements have been audited by the predecessor auditor who had audited the financial statements for
the relevant periods. The report of the predecessor auditor on the comparative financial information dated June 2, 2017
expressed an unmodified opinion.
Our opinion is not modified in respect of the above matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s report) Order, 2016 (“the Order”) issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure 1, a statement on the matters
specified in paragraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
(c) The Balance Sheet, Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of
account;
(d) In our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified under
section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;
(e) On the basis of written representations received from the directors as on March 31, 2018, and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2018, from being
appointed as a director in terms of section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and
the operating effectiveness of such controls, refer to our separate Report in “Annexure 2” to this report;
(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its Financial
Statements – Refer Note 33 to the Financial Statements;
ii. The Company has made provision, as required under the applicable law or accounting standards,
for material foreseeable losses, if any, on long-term contracts including derivative contracts;
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.

For, Manoj Khatri & Co.


Chartered Accountants
Firm Reg. No. 011546C

Ashish Jain
Date: 12th May 2018 (Partner)
Place: Indore Membership No. 403161

37
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Annexure 1
To the Independent Auditor’s Report on the Financial Statements of Sam Industries Limited

The Annexure referred to in Independent Auditor’s Report to the members of the Company on the Ind AS financial
statements for the year ended March 31, 2018, we report that:
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
(b) The fixed assets of the company has physically verified by the management at reasonable intervals. As
informed to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. The inventory, have been physically verified by the management during the year. In our opinion, the frequency of
such verification is reasonable. The discrepancies noticed on verification between the physical stock and the
book records were not material.
iii. According to the information’s and explanations given to us the Company has granted loans unsecured, to the
companies covered in the register maintained under section 189 of the Companies Act, 2013 for which :
(a) The terms and conditions of the grant of such loans are not prejudicial to the interest of the company.
(b) Receipt of interest and principal is regular, based on the terms of loans.
(c) Reasonable steps have been taken by the company for the recovery of principal amount and the interest
due, if any.
iv. According to the information and explanations given to us, the company has complied with the provisions of
section 185 and 186 of the Act, with respect to the loans and investments made.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted
deposits from public with the meaning of section 73 to 76 or any other relevant provisions of the Act.
vi. According to information and explanations given to us the company has already discontinued its manufacturing
activities in previous years hence cost records as prescribed under Section 148(1) of the Act are not required to
maintain by the company.
vii. (a) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, amounts deducted/accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Employees’ State Insurance, Income tax, Sales tax, Service Tax,
Goods and Service Tax, duty of Customs, duty of Excise, Value Added Tax, cess and other material statutory
dues have been regularly deposited during the year by the Company with the appropriate authorities.
(b) According to the information and explanations given to us, no undisputed amounts payable in respect of
Provident Fund, Employees’ State Insurance, Income tax, Sales tax, Service Tax, Goods and Service Tax,
duty of Customs, duty of Excise, Value Added Tax, cess and other material statutory dues were in arrears as
at March 31, 2018 for a period of more than six months from the date they became payable.
(c) According to the information and explanations given to us, there are no dues of Income tax, Sales Tax,
Service tax, duty of Customs, duty of Excise and Value Added Tax which have not been deposited with the
appropriate authorities on account of any dispute.
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in
the repayment of loans or borrowings from financial institutions or banks. The Company did not have any

38
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

outstanding loan or borrowings from government or debenture holders during the year.
ix. According to the information and explanation given to us, the Company did not raise any money by way of initial
public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, the
provision of paragraph 3(ix) of the Order is not applicable to the Company.
x. According to the information and explanations given to us, no fraud by the Company or on the Company by its
officers or employees has been noticed or reported during the year.
xi. According to the information and explanations given to us and based on our examination of the records, the
Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated
by the provisions of Section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi
company. Accordingly, the provision of paragraph 3(xii) of the Order is not applicable.
xiii. According to the information and explanations given to us and based on our examination of the records of the
Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act, wherever
applicable, and the details of such transactions have been disclosed in the Ind AS financial statements as
required by the applicable accounting standards.
xiv. According to the information and explanations given to us, the Company has not made any preferential allotment
or private placement of shares or fully or partly convertible debentures during the year. Accordingly, the provision
of paragraph 3(xiv) of the Order is not applicable.
xv. According to the information and explanations given to us and based on our examination of the records of the
Company, the Company has not entered into non-cash transactions with directors or persons connected with
him. Accordingly, the provision of paragraph 3(xv) of the Order is not applicable.
xvi. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, the provision of paragraph 3(xvi) of the Order is not applicable.

For, Manoj Khatri & Co.


Chartered Accountants
Firm Reg. No. 011546C

Ashish Jain
Date: 12th May 2018 (Partner)
Place: Indore Membership No. 403161

39
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Annexure 2
To the Independent Auditor’s Report on the Financial Statements of Sam Industries Limited

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act,
2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Sam Industries Limited (“the Company”) as of
March 31, 2018 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s Management is responsible for establishing and maintaining internal financial controls based on the
internal control over financial reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on
our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting (the “Guidance Note”) and the Standards on Auditing as specified under section 143(10) of the
Companies Act, 2013, to the extent applicable to an audit of internal financial controls and both issued by the Institute of
Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial
controls over financial reporting was established and maintained and if such controls operated effectively in all material
respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of
the risks of material misstatement of the Financial Statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Financial Statements for external purposes in
accordance with generally accepted accounting principles. A Company’s internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are

40
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

being made only in accordance with authorisations of management and directors of the Company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the
Company’s assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and not
be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods
are subject to the risk that the internal financial control over financial reporting may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all
material respects, an adequate internal financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over
financial reporting criteria established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.

For, Manoj Khatri & Co.


Chartered Accountants
Firm Reg. No. 011546C

Ashish Jain
Date: 12th May 2018 (Partner)
Place: Indore Membership No. 403161

41
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

BALANCE SHEET AS AT MARCH 31,2018


CIN No.- L70102MP1994PLC041416
(Amount in Rs.)
As at As at As at
PARTICULARS Note No.
31-03-2018 31-03-2017 01-04-2016
I ASSETS
1 Non-current assets
(a) Property, plant and equipment 2 9,485,296 4,428,217 8,655,102
(b) Investment property 2 288,287,510 182,332,567 184,865,605
(c) Financial assets
(i) Investments 3 65,020,263 55,050,504 33,440,827
(ii) Other financial assets 4 163,019 130,000 130,000
(d) Other non-current assets 5 2,991,540 98,284,915 84,905,927
Total non-current assets 365,947,628 340,226,203 311,997,461
2 Current assets
(a) Inventories 6 31,630,490 34,898,413 38,150,047
(b) Financial assets
(i) Trade receivables 7 7,517,451 7,465,148 2,831,610
(ii) Cash and cash equivalents 8 601,057 325,837 2,971,508
(iii) Loans 9 50,888,000 58,907,583 72,838,081
(iv) Other financial assets 10 5,687,078 7,289,108 5,304,515
(c) Current Tax Assets (Net) 11 957,835 956,340 4,535,384
(d) Other current assets 12 638,556 330,648 345,543
Total current assets 97,920,467 110,173,077 126,976,688
3 Assets classified as held for sale 1,137,075 1,137,075 1,137,075
Total assets 465,005,170 451,536,355 440,111,224
II EQUITY AND LIABILITIES
1 Equity
(a) Equity share capital 13 111,998,200 111,998,200 111,998,200
(b) Other equity (refer SOCIE) 296,225,266 282,940,922 264,839,508
Total equity 408,223,466 394,939,122 376,837,708
2 Non-current liabilities
(a) Financial liabilities
(i) Borrowings 14 3,159,307 - -
(ii) Other financial liabilities 15 18,015,000 17,915,373 17,819,437
(b) Deferred tax liabilities (Net) 16 11,549,985 12,577,223 14,068,321
(c) Provisions 17 252,826 226,589 198,138
Total non-current liabilities 32,977,118 30,719,185 32,085,896
3 Current liabilities
(a) Financial liabilities
(i) Borrowings 18 3,086,836 - -
(ii) Trade payables 19 748,504 - -
(iii) Other financial liabilities 20 10,560,104 10,834,329 9,433,825
(b) Other current liabilities 21 9,241,489 15,013,291 21,703,660
(c) Current Tax Liabilities (Net) 22 140,658 - -
(d) Provisions 23 26,995 30,428 50,135
Total current liabilities 23,804,586 25,878,048 31,187,620
Total equity and liabilities 465,005,170 451,536,355 440,111,224
Significant accounting policies and notes to the Ind AS financial statements1-48 for and on behalf of the Board of Directors
The explanatory notes referred to above form an integral part of the Ind AS financial statements Ashutosh A Maheshwari (Chairman)
(DIN: 00094262)
As per our report of even date attached
For Manoj Khatri & Co. Gitanjali A Maheshwari (Whole Time Director)
(DIN: 00094596)
Chartered Accountants
ICAI Firm Reg. No.: 011546C Kishore Kale (Director )
(DIN: 01743556)
CA Ashish Jain
Partner Yogendra Vyas (Director )
Membership No.: 403161 (DIN: 06603344)

Navin S. Patwa (Company Secretary)


Place: Indore
Date: 12 May 2018 Gopal Shrivastava (Chief Financial Officer)

42
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2018
CIN No.- L70102MP1994PLC041416
(Amount in Rs.)
For the Year Ended For the Year Ended
PARTICULARS Note No.
31-03-2018 31-03-2017
I Revenue from operations (gross) 24 115,993,375 102,726,300
II Other income 25 9,522,935 9,829,603
III Total income ( I + II ) 125,516,310 112,555,903
IV Expenses:
Cost of materials consumed
Changes in inventories of finished goods and work-in-progress 26 2,811,965 2,795,675
Employee benefits expenses 27 19,047,931 16,258,534
Finance costs 28 396,879 122,435
Depreciation and amortisation expenses 29 4,087,799 6,793,814
Other expenses 30 78,014,381 58,606,388
Total expenses 104,358,955 84,576,846
V Profit/(loss) before exceptional item and tax (III-IV) 21,157,355 27,979,058
VI Exceptional item 31 250 9,185
VII Profit/(loss) before tax (V-VI) 21,157,105 27,969,873
VIII Tax expenses: 32
Current tax 8,900,000 11,359,557
Deferred tax (1,027,238) (1,491,098)
IX Profit/(loss) for the year (VII-VIII) 13,284,343 18,101,414
X Other Comprehensive income/(loss) - -
XI Total Comprehensive income/(loss) for the year (IX+X) 13,284,343 18,101,414
XII Earnings per equity share (of Rs. 10/- each) Basic and Diluted 1.20 1.63

Significant accounting policies and notes to the Ind AS financial statements 1-48
The explanatory notes referred to above form an integral part of the Ind AS financial statements

As per our report of even date attached for and on behalf of the Board of Directors
For Manoj Khatri & Co. Ashutosh A Maheshwari (Chairman)
Chartered Accountants (DIN: 00094262)
ICAI Firm Reg. No.: 011546C
Gitanjali A Maheshwari (Whole Time Director)
(DIN: 00094596)
CA Ashish Jain
Partner
Membership No.: 403161 Kishore Kale (Director )
(DIN: 01743556)

Place: Indore Yogendra Vyas (Director )


Date: 12 May 2018 (DIN: 06603344)

Navin S. Patwa (Company Secretary)

Gopal Shrivastava (Chief Financial Officer)

43
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

STATEMENT OF CASH FLOW STATEMENT FOR THE YEAR 2017-18


CIN No.- L70102MP1994PLC041416
(Amount in Rs.)
1 CASH FLOW FROM OPERATING ACTIVITIES 31-03-2018 31-03-2017
Net Profit before taxation 21,157,105 27,969,873
Adjustment for:
Depreciation 4,087,799 6,793,814
Interest Paid 391,616 116,851
Interest received (7,872,003) (7,243,774)
Dividend Received (156,908) (60,552)
Profit/Loss on Sale of investments (155,238) (374,271)
Provision for leave encashment and gratuity 27,620 25,265
Provision for Diminuition in value of Shares 6,875,823 (373,866)
Notional Rent (864,659) (1,729,319)
Unwinding of discount on SD 964,286 1,825,255
Miscellaneous Balance written off - (2,447)
Inventory written off 455,958 455,958
Operating Profit before Working Capital Changes 24,911,399 27,402,787
Increase/Decrease in Inventory 2,811,965 2,795,676
Increase/Decrease in Trade and Other Receivables 104,521,759 (1,623,452)
Increase/Decrease in Trade Payables 943,804 (5,306,386)
Cash generated from Operations 133,188,927 23,268,625
Income Tax (8,760,837) (12,206,340)
NET CASH FLOW FROM OPERATING ACTIVITIES 124,428,090 11,062,285
2 CASH FLOW FROM INVESTING ACTIVITIES
Sale of investment 27,983,510 5,578,363
Interest received 7,872,003 7,243,774
Dividend received 156,908 60,552
Purchase of Fixed Assets (115,099,821) (151,173)
Purchase of Investment (44,673,854) (26,322,621)
Sale of Asset - -
NET CASH FLOW FROM INVESTING ACTIVITIES (123,761,254) (13,591,105)
3 CASH FLOW FROM FINANCING ACTIVITIES
Interest Paid (391,616) (116,851)
NET CASH FLOW FROM FINANCING ACTIVITIES (391,616) (116,851)
NET INCREASE IN CASH AND CASH EQUIVALENTS 275,220 (2,645,671)

Cash and Cash Equivalents at the begining of the period 325,837 2,971,508
Cash and Cash Equivalents at the end of the period 601,057 325,837

Notes:
1. The above cash flow statement has been prepared under the "Indirect Method" as set out in the IND AS
7 on Statement of Cash Flow notified under Companies (Accounts) Rules, 2015.
2. Figures in brackets represents Cash outflows
3. Cash & Cash equivalents represents Cash & Bank Balances only

Significant accounting policies and notes to the Ind AS financial statements1-48


The explanatory notes referred to above form an integral part of the Ind AS financial statements for and on behalf of the Board of Directors
Ashutosh A Maheshwari (Chairman)
As per our report of even date attached (DIN: 00094262)

For Manoj Khatri & Co. Gitanjali A Maheshwari (Whole Time Director)
(DIN: 00094596)
Chartered Accountants
ICAI Firm Reg. No.: 011546C Kishore Kale (Director )
(DIN: 01743556)
CA Ashish Jain
Partner Yogendra Vyas (Director )
(DIN: 06603344)
Membership No.: 403161
Navin S. Patwa (Company Secretary)
Place: Indore
Date: 12 May 2018 Gopal Shrivastava (Chief Financial Officer)

44
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

STATEMENT OF CHANGES IN EQUITY


CIN No.- L70102MP1994PLC041416
a. Equity Share Capital (Amount in Rs.)

Balance as at April 1,2016 111,998,200


Add: Changes in Equity Share Capital during FY 2016-17 -
Balance as at March 31,2017 111,998,200
Add: Changes in Equity Share Capital during FY 2017-18 -
Balance as at March 31,2018 111,998,200

b. Other Equity
As at transition date 1st April, 2016
Other Equity
Particulars Security Premium Total
Retained Earning Capital Reverse Reverse
Balance as on 1 April 2016 108,989,587 105,000,000 55,442,000 269,431,587
Add / (less): Transition impact due to Ind (4,592,079) (4,592,079)
AS adjustment
Opening Balance as on 01 April 2016 104,397,508 105,000,000 55,442,000 264,839,508
(as per Ind AS)

For the year ended 31st March 2017


Other Equity
Particulars Security Premium Total
Retained Earning Capital Reverse Reverse
Balance as on 01 April 2016 104,397,508 105,000,000 55,442,000 264,839,508
Profit for the period 18,101,414 18,101,414
Balance as at 31 March 2017 122,498,922 105,000,000 55,442,000 282,940,922

For the year ended 31st March 2018


Other Equity
Particulars Security Premium Total
Retained Earning Capital Reverse Reverse
Balance as on 01 April 2017 122,498,922 105,000,000 55,442,000 282,940,922
Profit for the year 13,284,344 13,284,344
Balance as on 31 March 2018 135,783,265 105,000,000 55,442,000 296,225,266

Significant accounting policies and notes to the Ind AS financial statements 1-48
The explanatory notes referred to above form an integral part of the Ind AS financial statements

As per our report of even date attached for and on behalf of the Board of Directors
Ashutosh A Maheshwari (Chairman)
(DIN: 00094262)
For Manoj Khatri & Co.
Chartered Accountants Gitanjali A Maheshwari (Whole Time Director)
ICAI Firm Reg. No.: 011546C (DIN: 00094596)

Kishore Kale (Director )


CA Ashish Jain (DIN: 01743556)
Partner
Membership No.: 403161 Yogendra Vyas (Director )
(DIN: 06603344)

Place: Indore Navin S. Patwa (Company Secretary)


Date: 12 May 2018
Gopal Shrivastava (Chief Financial Officer)
45
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Notes to the Ind AS financial statements for the year ended March 31, 2018

NOTE- 1 NOTES AND SIGNIFICANT ACCOUNTING POLICIES


1. COMPANY OVERVIEW

SAM INDUSTRIES LIMITED was incorporated on 17TH February 1994 and is a Public Limited Company
domiciled in India. It has commenced its business operation on 5TH October 1994. The registered office of the
company is situated at Vill: Dakachya, Teh: Sanwer, A.B. road, Indore (M.P.). The Company is presently doing the
business of Real estate, Investment business and operating lease of Welding Electrodes.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

The financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and
other relevant provisions of the Act.

The financial statements up to year ended March 31, 2017 were prepared in accordance with the accounting
standards notified under Companies (Accounting Standard) Rules, 2006 (as amended) and other relevant
provisions of the Act. These financial statements has been restated to comply with Ind AS. These financial
statements for the year ended 31st March 2018 are the first financial statements, the Company has prepared in
accordance with Ind AS.

Refer note 48 for an explanation of how the transition from previous GAAP to Ind AS has affected the Company’s
financial position, financial performance and cash flows.

The financial statements have been prepared on the basis of going concern under historical cost convention
except for certain finanacial instruments which are measured at fair value at the end of each reporting period, as
explained in the accounting policies below.

3. SIGNIFICANT ACCOUNTING POLICIES

The Company has applied following accounting policies to all periods presented in the Ind AS Financial
Statement.

A. Presentation and Disclosure of Financial Statements

All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and
other criteria set out in the Schedule III of the Companies Act, 2013. Based on the nature of products and the time
between the acquisition of assets for processing and their realization in cash and cash equivalents, the Company
has ascertained its operating cycle as 12 months for the purpose of current and non - current classification of
assets and liabilities.

B. Fair Value Measurement

The company measures financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The Company uses valuation techniques that are
appropriate in the circumstances and for which sufficient data are available to measure the fair value.

C. Use of Estimates

The preparation of Standalone Financial Statements in conformity with Ind AS requires the management to make
judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities and the disclosure of contingent liabilities, like provision for employee benefits, provision for doubtful

46
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

trade receivables / advances / contingencies, provision for warranties, allowance for slow / non-moving
inventories, useful life of Property, Plant and Equipment, provision for retrospective price revisions, provision for
taxation, etc., during and at the end of the reporting period. Although these estimates are based on the
management’s best knowledge of current events and actions, uncertainty about these assumptions and
estimates could result in the outcomes requiring a material adjustment to the carrying amounts of assets or
liabilities. Any revision to the accounting estimates is recognized prospectively.

D. Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue
are net of returns, trade allowances, rebates, value added taxes, goods and service tax and amounts collected on
behalf of third parties.

a. Sale of Products and Services

Revenue from sale of goods is recognized when the significant risks and rewards of ownership have been
transferred to the buyer as per the terms of the contract and the amount of revenue can be measured
reliably. Revenue from services is accounted for when the work is performed.

b. Dividend income is recognized in the year when the right to receive the payment is established.

c. Interest income is recognized on time proportionate basis.

d. Rental income arising from operating lease is accounted for on a straight line basis over the lease terms and
is included in revenue in the statement of profit and loss due to its operating nature.

e. Sales of Real Estate business is recognized on actual sale on legal transfer or giving possession of plots on
receiving full payments.

f. Agriculture income is recognized on crop sale basis.

E. Tangible Fixed Assets – Property, Plant and Equipment

a. Property, plant and equipment

The Company has applied Ind AS 16 with retrospective effect for all of its property, plant and equipment as at
the transition date, viz., 1 April 2016

Property, Plant and equipment are stated at historical cost less accumulated depreciation and impairment
losses, if any. Freehold land is measured at cost and not depreciated.

The initial cost of property, plant and equipment comprises its purchase price, attributable borrowing cost
and any other directly attributable costs of bringing an asset to working condition and location for its
intended use.

Expenditure incurred after the property, plant and equipment have been put into operation, such as repairs
and maintenance, are normally charged to the statements of profit and loss in the period in which the costs
are incurred. Gains and losses on disposal of an item of property, plant and equipment are determined by
comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are
recognized net within other income/other expenses in statement of profit and loss. An item of property, plant
and equipment and any significant part initially recognized is derecognized upon disposal or when no future
economic benefits are expected from its use or disposal.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed
at each financial year end and adjusted prospectively, if appropriate.

47
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Assets in the course of construction and which are not ready for intended use are capitalized in capital work
in progress account and are carried at cost. Assets in the course of development or construction and
freehold land are not depreciated.

Depreciation commences when the assets are ready for their intended use.

Depreciation is calculated on the depreciable amount, which is the cost of an asset less its residual value.
Depreciation is provided on a pro rata basis as per useful lives prescribed by schedule II of the Act on
Straight Line method as follows:

Asset Category Estimated Useful Life (In years)


Plant & Equipment 15
Electrical Installation/ Lab Equipment 10
Office Equipment & Tools 5
Computer Equipment 3
Furniture & Fixtures 10
Vehicles 8
Agriculture Equipment 8

F. Investment Properties

Investment property represents property held to earn rentals or for capital appreciation or both. Investment
properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment
properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any

Depreciation on factory building and other building classified as investment property has been provided on the
straight-line method over a period of 30 years and 60 years as prescribed in Schedule II to the Companies Act,
2013. Investment properties are derecognized either when they have been disposed of or when they are
permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference
between the net disposal proceeds and the carrying amount of the asset is recognized in the statement of profit
and loss in the period of derecognition.

G. Inventories

a. Raw material, stores and spares, fuel and packing materials are valued at cost, including freight.

b. Finished goods are valued at market value or cost whichever is less. The by - Products are valued at net
realizable value.

c. Stock of land of Real Estate division is valued on cost after capitalizing the expenses incurred on
development of land.

H. Financial Instruments

a. Financial assets:

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of other company. Financial assets and financial liabilities are recognized when a Company
becomes a party to the contractual provisions of the instruments.

48
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Initial Recognition:

Financial assets are initially measured at fair value. In case of financial assets which are recognized at fair value
through profit and loss (FVTPL) their transaction costs are recognized in the statement of profit and loss, while in
other cases, the transaction costs are attributed to the acquisition value of financial assets.

Classification and Subsequent Measurement: The Company classifies financial assets as subsequently
measured at amortized cost, fair value through other comprehensive income (“FVOCI”) or fair value through
profit or loss (“FVTPL”) on the basis of following:

• the entity’s business model for managing the financial assets and

• the contractual cash flow characteristics of the financial asset.

Amortized Cost:

A financial asset shall be classified and measured at amortized cost if both of the following conditions are met:

• the financial asset is held within a business model whose objective is to hold financial assets in order to
collect contractual cash flows and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.

Fair Value through OCI:

A financial asset shall be classified and measured at fair value through OCI if the financial asset is held within a
business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets.

Fair Value through Profit or Loss: A financial asset shall be classified and measured at fair value through profit or
loss unless it is measured at amortized cost or at fair value through OCI.

The company has made an irrevocable election to present in Profit and Loss, subsequent changes in the fair
value of equity instruments held as investments.

De-recognition:

The Company de-recognizes a financial asset when the contractual rights to the cash flows from the asset expire,
or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to
another party.

b. Financial Liabilities:

Initial Recognition:

All financial liabilities are initially recognized at fair value and in case of Loans and Borrowings, net of directly
attributable transaction costs.

Classification and Subsequent Measurement:

Financial liabilities are subsequently classified as either financial liabilities at amortized cost or at Fair Value
through Profit and Loss (FVTPL). Financial liabilities are measured at amortized cost using the Effective interest
rate (EIR) method. Financial liabilities carried at fair value through profit and loss are measured at fair value with all
changes in fair value recognized in the statement of Profit and Loss.

49
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

De-recognition:
A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires
I. Investments:
Investment comprising of Investment in Quoted and Unquoted Equity shares and units of mutual funds are
carried at fair value. For fair value determination, in case of shares and units quoted on a recognized stock
exchange, the closing market price as on balance sheet date is taken as fair value. For others, the book value of
the company in which investment is made is treated as its fair value.
J. Employees benefits
The company’s Contribution to provident funds is made to the recognized provident funds and is charged to the
profit and loss account. The company has taken a gratuity policy from LIC of India and premium paid for the year
has been debited to profit and loss account. The liability towards leave encashment has been ascertained by
actuarial valuation using projected unit credit method done at the end of the financial year.
K. Lease Rent/Operating Lease
Leases in which a substantial portion of the risks and rewards of ownership are retained by the lessor are
classified as operating lease. Payments and receipts under such leases are recognized in the statement of Profit
and Loss on a straight line basis over the term of lease.
Lease are classified as finance lease whenever the terms of the lease transfer substantially all the risks and
rewards incidental to ownership of the lessee.
L. Impairment of Assets
An asset is treated as impaired when the carrying cost of the assets exceeds its recoverable value. An impairment
loss is charged to the profit and loss account in the year in which an asset is identified as impaired. If impairment
loss recognized in previous accounting periods cease to exist, the reversal of same is done and recognized in the
statement of profit and loss account.
M. Foreign currency transaction& Translations
Foreign exchange transactions are recorded at the rates of exchange on the date of respective transaction. The
assets and liabilities designated in foreign currency are converted into the rupee at the rates of exchange
prevailing as on the balance sheet date or at the contracted rate and corresponding adjustment is being made to
the relevant income/expense and assets/liability.
N. Segment Reporting
Operating segments are reported in a manner consistent with internal reporting provided to chief operating
decision maker. The Segments identified by the company are as under:
1) Welding Division
2) Investment Division
3) Real Estate Division
The company has followed the following accounting policies for the segment reporting.
a) Segment revenue includes sales and other income directly identifiable with or allocable to a particular
segment.
b) Segment expenses that are directly identifiable with/allocable to a segment are considered for determining
the segment results. The expenses, which relates to the company as a whole and not allocable to a
particular segment are included under un-allocable expenses.

50
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

c) Income, which relates to the company, as a whole and not allocable to a segment is included under un-
allocable income.

d) i) Segment assets include those assets which are directly identifiable with respective segments and
employed by a segment in its operating activities but does not include income tax assets.

ii) Segment liabilities include those liabilities directly identifiable to a segment and operating liability that
result from operating activities of a segment, but does not include income tax liabilities and financial
tax liabilities.

O. Income Taxes

The current charge for income tax is calculated in accordance with the relevant tax regulations applicable to the
company. Deferred tax assets and liabilities are recognized for future tax consequences attributable to the timing
differences that result between the profits offered for income tax and the profit as per the financial statements.

P. Borrowing Cost

Borrowing Cost that is attributable to the acquisition of qualifying assets is capitalized as part of such cost till the
said assets put to use. All other borrowing cost is charged to revenue account.

Q. Provisions, Contingent Liability & Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognized when there is a present
obligation as a result of past events and it is probable that there will be outflow of recourses. Contingent liability are
not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the
financial statements.

R. Earnings per Share

Basic earnings per share is computed by dividing net profit or loss for the period attributable to equity
shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share
amounts are computed after adjusting the effects of all dilutive potential equity shares. The number of shares used
in computing diluted earnings per share comprises the weighted average number of shares considered for
deriving basic earnings per share, and also the weighted average number of equity shares, which could have been
issued on the conversion of all dilutive potential shares. In computing dilutive earnings per share, only potential
equity shares that are dilutive and that decrease profit per share are included.

S. Cash Flows

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The
cash flows from regular revenue generating, financing and investing activities of the Company are segregated.

51
NOTES FORMING PART OF THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
NOTE NO. 2 PROPERTY, PLANT AND EQUIPMENT (Amount in Rs.)
Gross Block Depreciation and Amortisation Net Book Value
Particulars
01-04-2016 Addition Deductions 31-03-2017 01-04-2016 Addition Deductions 31-03-2017 31-03-2017 01-04-2016
A.Tangible assets :
Plant and equipment 36,022,440 - - 36,022,440 30,152,154 3,410,567 - 33,562,721 2,459,719 5,870,286
36,022,440 - - 36,022,440 26,749,846 3,402,308 - 30,152,154 5,870,286 9,272,594
Electrical Installation 4,086,235 - - 4,086,235 3,498,135 335,078 - 3,833,213 253,022 588,100
4,086,235 - - 4,086,235 3,162,139 335,996 - 3,498,135 588,100 924,096
Office equipment 1,045,585 - - 1,045,585 1,039,123 2,234 - 1,041,357 4,228 6,462
1,045,585 - - 1,045,585 1,029,827 9,296 - 1,039,123 6,462 15,758
Computer equipment 2,795,447 - - 2,795,447 2,795,447 - - 2,795,447 - -
2,795,447 - - 2,795,447 2,787,045 8,402 - 2,795,447 - 8,402
Furniture and fixtures 3,901,810 25,673 - 3,927,483 2,294,793 452,433 - 2,747,226 1,180,257 1,607,018
3,901,810 - - 3,901,810 1,856,825 437,967 - 2,294,792 1,607,018 2,044,985
Vehicles 1,271,270 - - 1,271,270 688,034 177,746 - 865,780 405,490 583,236
1,271,270 - - 1,271,270 509,819 178,215 - 688,034 583,236 761,451
Lab Equipment 2,539,883 - - 2,539,883 2,539,883 - - 2,539,883 - -
2,539,883 - - 2,539,883 2,539,883 - - 2,539,883 - -
Tools 180,338 - - 180,338 180,338 - - 180,338 - -
SAM INDUSTRIES LIMITED

52
180,338 - - 180,338 175,609 4,729 - 180,338 - 4,729
Agricultural Equipment - 125,500 - 125,500 - - - - 125,500 -
- - - - - - - - - -
Total (Current Year) 51,843,008 151,173 - 51,994,181 43,187,905 4,378,058 47,565,963 4,428,217 8,655,103
Total (Previous Year) 51,843,008 - - 51,843,008 38,810,993 4,376,913 - 43,187,906 8,655,102 13,032,015
B.Intangible assets : - - - - - - - - - -
- -
C. Investment Property: - -
Land Free Hold 7,296,978 - - 7,296,978 - - - - 7,296,978 7,296,978
7,296,978 - - 7,296,978 - - - - 7,296,978 7,296,978
Agricultural Land 113,889,861 - 117,282 113,772,579 - - - - 113,772,579 113,889,861
110,264,661 3,625,200 - 113,889,861 - - - - 113,889,861 110,264,661
Factory Buildings 40,412,890 - - 40,412,890 20,362,364 1,349,791 - 21,712,155 18,700,735 20,050,526
40,412,890 - - 40,412,890 19,012,574 1,349,791 - 20,362,365 20,050,525 21,400,316
Other Buildings 61,685,258 - - 61,685,258 18,057,018 1,065,965 - 19,122,983 42,562,275 43,628,240
61,685,258 - - 61,685,258 17,028,725 1,028,293 - 18,057,018 43,628,240 44,656,533
Total (Current Year) 223,284,987 - 117,282 223,167,705 38,419,382 2,415,756 - 40,835,138 182,332,567 184,865,605
Total (Previous Year) 219,659,787 3,625,200 - 223,284,987 36,041,299 2,378,084 - 38,419,383 184,865,604 183,618,488
Total (Current Year) 275,127,995 151,173 117,282 275,161,886 81,607,287 6,793,814 - 88,401,101 186,760,784 193,520,708
Annual Report : 2017-2018

Total (Previous Year) 271,502,795 3,625,200 - 275,127,995 74,852,291 6,754,997 - 81,607,288 193,520,707 196,650,504

Notes :
a. All the above assets are owned by the company unless otherwise stated as leased asset
b. Previous Year Figures are give in brackets
NOTE NO. 2 PROPERTY, PLANT AND EQUIPMENT (Amount in Rs.)
Gross Block Depreciation and Amortisation Net Book Value
Particulars
01-04-2017 Addition Deductions 31-03-2018 01-04-2017 Addition Deductions 31-03-2018 31-03-2018 31-03-2017
A.Tangible assets :
Plant and equipment 36,022,440 - 2,953,826 33,068,614 33,562,721 532,610 2,953,826 31,141,505 1,927,109 2,459,719
36,022,440 - - 36,022,440 30,152,154 3,410,567 - 33,562,721 2,459,719 5,870,286
Electrical Installation 4,086,235 - - 4,086,235 3,833,213 250,692 - 4,083,904 2,331 253,022
4,086,235 - - 4,086,235 3,498,135 335,078 - 3,833,213 253,022 588,100
Office equipment 1,045,585 - - 1,045,585 1,041,357 2,234 - 1,043,590 1,995 4,228
1,045,585 - - 1,045,585 1,039,123 2,234 - 1,041,357 4,228 6,462
Computer equipment 2,795,447 - - 2,795,447 2,795,447 - - 2,795,447 - -
2,795,447 - - 2,795,447 2,795,447 - - 2,795,447 - -
Furniture and fixtures 3,927,483 - 3,927,483 2,747,226 327,642 - 3,074,868 852,615 1,180,257
3,901,810 25,673 - 3,927,483 2,294,793 452,433 - 2,747,226 1,180,257 1,607,018
Vehicles 1,271,270 6,291,958 - 7,563,228 865,780 505,452 - 1,371,232 6,191,996 405,490
1,271,270 - - 1,271,270 688,034 177,746 - 865,780 405,490 583,236
Lab Equipment 2,539,883 - - 2,539,883 2,539,883 - - 2,539,883 - -
2,539,883 - - 2,539,883 2,539,883 - - 2,539,883 - -
Tools 180,338 - - 180,338 180,338 - - 180,338 - -
180,338 - - 180,338 180,338 - - 180,338 - -
Agricultural Equipment 125,500 456,000 - 581,500 - 72,250 - 72,250 509,250 125,500
SAM INDUSTRIES LIMITED

- 125,500 - 125,500 - - - - 125,500 -

53
Total (Current Year) 51,994,181 6,747,958 2,953,826 55,788,313 47,565,963 1,690,879 2,953,826 46,303,017 9,485,296 4,428,217
Total (Previous Year) 51,843,008 151,173 - 51,994,181 43,187,905 4,378,058 - 47,565,963 4,428,217 8,655,102
B.Intangible assets :

C. Investment Property:
Land Free Hold 7,296,978 - - 7,296,978 - - - - 7,296,978 7,296,978
7,296,978 - - 7,296,978 - - - - 7,296,978 7,296,978
Land Lease Hold - 108,351,863 108,351,863 - - - - 108,351,863 -
- - - - - - - - - -
Agricultural Land 113,772,579 - - 113,772,579 - - - - 113,772,579 113,772,579
113,889,861 - 117,282 113,772,579 - - - - 113,772,579 113,889,861
Factory Buildings 40,412,890 - - 40,412,890 21,712,155 1,349,791 - 23,061,946 17,350,944 18,700,735
40,412,890 - - 40,412,890 20,362,364 1,349,791 - 21,712,155 18,700,735 20,050,526
Other Buildings 61,685,258 - - 61,685,258 19,122,983 1,047,129 - 20,170,112 41,515,146 42,562,275
61,685,258 - - 61,685,258 18,057,018 1,065,965 - 19,122,983 42,562,275 43,628,240
Total (Current Year) 223,167,705 108,351,863 - 331,519,568 40,835,138 2,396,920 - 43,232,058 288,287,510 182,332,567
Total (Previous Year) 223,284,987 - 117,282 223,167,705 38,419,382 2,415,756 - 40,835,138 182,332,567 184,865,605
Total (Current Year) 275,161,886 115,099,821 2,953,826 387,307,881 88,401,101 4,087,799 2,953,826 89,535,075 297,772,806 186,760,784
Total (Previous Year) 275,127,995 151,173 117,282 275,161,886 81,607,287 6,793,814 - 88,401,101 186,760,784 193,520,708
Annual Report : 2017-2018

Notes:
a. All the above assets are owned by the company unless otherwise stated as leased asset.
b. Previous Year Figures are given below current year figures for each item.
c. The fair market value of the Investment Properties determined by external independent valuer based on current market prices is 49,65,96,800.
d. Rental Income from Investment Property is 7,92,00,000 (PY 7,56,00,000) and expenses directly relating to the same including depreciation amounts to 6,72,17,588 (PY 5,76,38,961)
e. The Company has no restriction on the disposal of its Investment Property.
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
NOTE 3 NON CURRENT INVESTMENT
(Amount in Rs.)
TRADE INVESTMENTS 31-03-2018 31-03-2017 01-04-2016
(a) In Quoted Equity shares at fair value through FVTPL No. Amount No. Amount No. Amount
(Fully Paid Up)
The Andhra Sugars Limited of Rs. 10 each - - - - 579 79,728
Arvind Remedies Limited of Rs. 10 each 1,250 - 1,250 - 1,250 5,013
Axis Bank Limited of Rs. 2 each - - 28 13,742 14 6,224
Abbott India Limited of Rs. 10 each - - 16 74,222 - -
Ajanta Pharma Limited of Rs. 2 each 5 7,029 5 8,801 - -
Akar Auto Industries Limited of Rs. 5 each 50 2,345 - - - -
Aksh Optifibre Limited of Rs. 5 each 500 15,675 - - - -
Alok Industries Limited of Rs. 10 each 250 747 - - - -
Apex Forzen Food Limited Of Rs.10 each 100 61,095 - - - -
Asian Granito India Limited of Rs. 10 each 60 27,057 - - - -
Astec Life science Limited of Rs.2 each 9 5,235 - - - -
Atul Auto Limited of Rs.5 each 500 220,775 - - - -
Aurobindo Pharma Limited of Rs.1 each 120 66,870 - - - -
Automative Axies Limited of Rs. 10 each 50 72,990 - -
Avonmore Capital Limited of Rs. 10 each 250 6,588 - - - -
Bajaj Finance Limited of Rs. 2 each 50 88,488 50 58,705 - -
Bajaj Finserv Limited of Rs. 5 each 5 25,893 - - - -
Balmer Lawrie & Company Limited of Rs. 10 each 1,050 228,060 800 305,280 25 14,331
Balmer Lawrie Investment Limited of Rs. 10 each 799 317,722 - - - -
Bharat Elect. Limited of Rs. 1 each (10/- each) 570 80,969 570 89,120 57 69,512
B.F. Investment Limited of Rs. 5 each - - 50 8,257 50 6,035
Bharat Petroleum Corp Limited of Rs. 10 each 20 8,559 50 32,448 - -
Biocon Limited of Rs. 5 each - - - - 402 193,804
Bombay Burmah Trading Limited of Rs. 2 each 210 245,480 185 158,323 - -
BSE Limited of Rs. 2 each 25 18,905 - - - -
Chembond Chemical Limited of Rs.5 each - - 600 110,190 300 125,190
Cadila Healthcare Limited of Rs.1 each 28 10,602 - - - -
Ceat Limited of Rs.10 each 5 7,509 - - - -
CESC Limited of Rs.10 each 10 9,662 - - - -
Chennai Petroleum Limited of Rs.10 each 79 25,952 - - - -
Cipla Limited of Rs. 2 each 21 - 21 - 21 -
Claris Lifesciences Limited of Rs. 10 each - - - - 40 5,220
Cochin Shipyard Limited of Rs.10 each 160 80,536 - - - -
Colgate Pamolive India Limited of Rs. 1 each - - - - 8 6,621
Compucom software Limited of Rs.2 each 250 2,758 - - - -
Container Corporation Limited of Rs.10 each 10 12,438 - - - -
Coromandel International Limited of Rs.1 each 20 10,476 - - - -
Countrycodon Limited of Rs.1 each 45,000 85,950 - - - -
Dilip Buildcon Limited of Rs.10 each 10 10,012 - - - -
DLF Limited of Rs. 2 each 137 27,612 - - - -
Dr. Reddy's Labs Limited of Rs. 5 each - - 10 26,325 10 30,349
EIH Associated Hotels Limited of Rs. 10 each 100 47,505 170 59,500 170 49,300
Eimco Elecon India Limited Of Rs.10 each 100 41,510 - - - -
Engineers India Limited Of Rs.5 each 380 60,078 - - - -
Fedral Bank Limited of Rs. 2 each 340 30,379 - - - -
Fiberweb India Limited Of Rs. 10 each 200 23,150 - - - -
Future Lifestyle Fashions Limited of Rs. 2 each - - 5 1,394 5 398
Future Market Networks Limited of Rs. 10 each - - 7 515 7 171
Future Retail Limited of Rs. 2 each 100 55,165 15 4,010 15 1,930
Future Enterprises Limited of Rs. 2 each - - 15 453 - -
Flex Foods Limited of Rs. 10 each 5 526 - - - -

54
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
NOTE 3 NON CURRENT INVESTMENT (Amount in Rs.)
TRADE INVESTMENTS 31-03-2018 31-03-2017 01-04-2016

Foseco India Limited Of Rs. 10 each 5 7,509 - - - -


Gammon Infra Project Limited of Rs. 2 each 2,515 6,212 - - - -
Gateway Distripark Limited Of Rs. 10 each 250 43,638 - - - -
Genus Power Infra Limited of Rs. 1 each 505 25,705 500 20,300 500 26,375
GIC Housing finance Limited of Rs. 10 each 125 46,825 - - - -
Godawri Power & Ispat Limited of Rs. 10 each 25 10,796 - - - -
Granules India Limited of Rs. 1 each 400 41,400 - - - -
Gruh Finance Limited of Rs. 2 each 20 11,543 - - - -
Greaves Cotton Limited of Rs. 2 each 25 2,848 - - - -
Govind Rubber Limited of Rs. 10 each - - 500 16,900 500 7,990
Gujarat Nre Coke Limited of Rs. 10 each 1,500 - 336 870 336 991
Gujarat Nre Coke Limited (DVR) of Rs. 10 each 5,000 - - - - -
Gujarat Tele Cable Limited of Rs.10 each 2,400 - 2,400 - 2,400 -
Havells India Limited of Rs. 1 each 25 12,194 - - - -
Hindustan Const. Company Limited of Rs. 1 each 1,000 22,300 - - - -
HDFC Bank Limited of Rs. 2 each 10 18,915 - - - -
HDFC Limited of Rs. 2 each 20 36,488 - - - -
Hero Motocorp Limited of Rs. 2 each 2 7,091 - - - -
HIL Limited of Rs. 10 each 250 404,500 - - 25 12,600
Hindalco Industries Limited of Rs. 1 each 200 42,840 - - - -
Hindustan Oil Exploration Limited of Rs. 10 each 400 44,160 - - -
Hindustan Petrolium Corp. Limited of Rs. 10 each 550 189,283 - - - -
Housing Develop. & Infra Limited of Rs. 10 each 1,000 38,650 -
Housing & urban dev. Corp Limited of Rs. 10 each 120 7,962 - -
H. T. Media Limited of Rs. 2 each 100 8,430 - -
IDFC Bank Limited of Rs. 10 each 587 27,794 -
IB Power Limited of Rs. 10 each - - 5,000 40,800 5,000 49,750
Icici Bank Limited of Rs. 2 each 7,500 - 7,500 - 7,500
Ikf Technologies Limited of Rs. 1 each 2,500 1,325 2,500 1,775 2,500 2,000
Indbank Merchant banking Service Limited of Rs. 10 each 2,500 48,250 - - - -
Inter Globe Aviation Limited of Rs. 10 each 5 6,433 40 42,026 22 19,206
IRB Infra Developers Limited of Rs. 10 each 500 111,525 500 118,075 500 116,175
IIFL Holdings Limited of Rs. 2 each 322 226,543 - - - -
IL&FS Investment Manager Limited of Rs. 2 each 20,000 342,000 20,000 276,400 20,000 322,000
Ineos Styrolution Limited of Rs. 10 each - - 324 223,025 110 61,534
IL&FS Transportation Limited of Rs. 10 each 1,250 75,938 - - - -
Infosys Limited of Rs. 5 each 31 35,166 - - - -
Intrasoft Tech Limited of Rs. 10 each 150 103,515 - - - -
India Motor parts and acc. Limited of Rs. 2 each - - - - 59 39,560
Indian Oil Corporation Limited of Rs. 10 each 1,780 313,814 - - - -
Indian Bank of Rs. 10 each 250 74,850 - - - -
Indusind Bank Limited of Rs. 10 each 30 53,868 - - - -
IVRCL Limited of Rs. 2 each 2,000 5,920 - - - -
JM Financial Limited of Rs. 1 each 770 99,138 - - - -
JSW Energy Limited of Rs 10 each 100 7,280 - - - -
ITC Limited of Rs. 1 each - - 37 10,377 - -
Jay Bharat Maruti Limited of Rs. 5 each 300 111,885 1,000 126,900
JVL Agro Industries Limited of Rs. 1 each - - 5,000 102,000 5,000 88,750
JB Chemicals & Pharma Limited of Rs. 2 each 1,450 448,340 1,450 503,150 559 139,415
JK Tyre & Industries Limited of Rs. 2 each 310 50,112 - - - -
Kalpataru Power Trans. Limited of Rs. 10 each 25 12,036 - - - -
Kamadri Fashions Limited of Rs. 10 each 50 5,720 - - - -
Karnataka Bank Limited of Rs. 10 each 7,358 836,500 - - - -
KEC International Limited of Rs. 2 each 40 15,614 - - - -
Kennametal India Limited of Rs. 10 each 25 17,733 - - - -

55
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
NOTE 3 NON CURRENT INVESTMENT (Amount in Rs.)
TRADE INVESTMENTS 31-03-2018 31-03-2017 01-04-2016
Kotak Mahindra Bank Limited of Rs. 5 each 10 10,486 - - - -
Karur Vysya Bank Limited of Rs. 10 each 790 79,672 2,180 244,487 17 7,419
KCP Sugar Indust Limited of Rs. 1 each - - 5,000 190,500 12,100 338,800
Kpit Technologies Limited of Rs. 2 each 25 5,419 25 3,241 25 3,685
Lakshmi Machine Works Limited of Rs. 2 each 13 89,348 - - - -
Lakshmi Elec. Control Syst. Limited of Rs. 10 each 100 59,000 - - - -
LIC Housing Finance Limited of Rs. 2 each 115 61,542 - - - -
Laurus Lab Limited of Rs. 10 each 250 125,775 - - - -
Laresn & Toubro Limited of Rs. 2 each 57 74,778 - - - -
L&T Finance Holdings Limited of Rs. 10 each 300 47,115 - - - -
Lupin Limited of Rs. 2 each 110 81,004 - - - -
Mahindra & Mahindra Financial Services Limited of Rs. 2 each 120 55,416 - - - -
Mahindra Cie Automative Limited of Rs. 2 each 460 99,084 - - - -
Mahindra Holidays & Resorts India Limited of Rs. 10 each 500 146,150 - - - -
Maithan Alloy Limited of Rs. 10 each 25 19,595 - - - -
Manpasand Beverage Limited of Rs. 10 each 520 191,984 - - - -
Maruti Suzuki Limited of Rs. 5 each 54 478,610 - - - -
Meghmani Organics Limited of Rs. 1 each 500 42,250 - - - -
MIRC electronic Limited of India Rs. 1 each 754 34,835 - - - -
Monarch Net worth cap Limited of India Rs. 10 each 500 29,950 - - - -
Monte carlo Fashion Limited of Rs. 10 each 100 46,765 - - - -
Morganite Cruc. (India) Limited Of Rs. 10 each 50 62,438 - - - -
Motherson Sumi System Limited of Rs. 1 each 250 77,938 - - - -
Mavi Industries Limited of Rs. 10 each 3,145 - 3,145 34,375 3,145 -
Menon Pistons Limited of Rs. 1 each 450 11,340 500 12,400 - -
Moil Limited of Rs. 10 each 4,494 879,701 582 182,719 - -
Manapuram Finance Limited of Rs. 10 each 750 81,938 - - - -
Mphasis Limited of Rs. 10 each - - - - 87 42,613
Moser Baer Limited of Rs. 10 each 150 - 150 - 150 -
MRF Limited of Rs. 10 each 5 361,504 5 303,619 - -
Nagarjuna Fert. & Chem. Limited of Rs. 1 each 1,258 19,436 - - - -
National Plastic Indus. Limited of Rs. 10 each 700 37,030 - - - -
Nahar Capital & Finance Limited of Rs. 10 each 50 6,150 - - - -
Nandan Denim Limited Of Rs. 10 each 200 24,410 - - - -
Navkar Corp Limited of Rs. 10 each 1,002 151,753 - - - -
NTPC Limited of Rs. 10 each 573 97,238 - - - -
Natco Pharma Limited of Rs. 2 each - - 15 12,705 - -
Nbcc Limited of Rs. 2 each 1,536 292,378 1,500 258,150 - -
Nestle India Limited of Rs. 10 each 10 82,022 - - - -
Nesco Limited of Rs. 10 each 636 351,008 - - - -
Neuland Laboratries Limited Of Rs. 10 each 150 106,058 - - - -
Nrb bearing Limited of Rs. 2 each 500 76,550 - - - -
NTC Industries Limited of Rs. 10 each 500 21,175 - - - -
Oberoi Realty Limited of Rs. 10 each 50 25,423 25 9,196 25 6,044
Oricon Enterprises Limited of Rs. 2 each 1,000 49,200 25 - - -
Orient Abrasives Limited of Rs. 1 each - - 5,000 175,250 5,000 250,500
Orient Refractories Limited of Rs. 1 each - - 2,500 323,125 2,500 192,875
Page Industries Limited of Rs. 10 each 5 113,423 5 73,198 - -
Petronet LNG Limited of Rs. 10 each 220 50,886 - - - -
Peria Karamalai Tea & Produce Company Ltd. of Rs. 10 each 50 14,828 - - - -
PNB Housing Finance Limited of Rs. 10 each 42 54,380 - - - -
Pokarna Industries Limited of Rs. 10 each 50 8,903 - - - -
Polaris Consultant & Ser. Limited of Rs. 5 each - - 300 54,315 135 25,670
Power Finance Corp. Limited of Rs. 10 each 80 6,872 400 58,360 200 34,370
Power Grid Corp. of India Rs. 10 each 71 13,763 - - - -
Prestige Estate Projects Limited of Rs. 10 each 25 7,201 - - - -

56
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
NOTE 3 NON CURRENT INVESTMENT (Amount in Rs.)
TRADE INVESTMENTS 31-03-2018 31-03-2017 01-04-2016
PSL Limited of Rs. 10 each 22,450 69,595 - - - -
Ramco Systems Limited of Rs. 10 each 25 9,031 - - - -
Rajratan Global Wire Limited of Rs.10 each 337 206,564 337 67,164
Reliance Naval & Engg. Limited of Rs.10 each 1 28 - - - -
RSWM Limited of Rs.10 each 140 46,186 - - - -
Rural Electrification Limited of Rs. 10 each 500 62,525 500 90,475 - -
Rama New Print Limited of Rs.10 each 8,500 - 8,500 280,925 8,500 218,025
Siemens Limited of Rs. 2 each 25 26,826 - - - -
Singer India Limited of Rs. 2 each 500 24,975 - - - -
Sintex Industries Limited of Rs.1 each 248 4,452 - - - -
Shipping Corp of India Limited of Rs.10 each 1,798 115,701 1,798 136,648 1,798 116,960
SBI (State Bank of Travancore) of Rs. 1 each 303 75,780 138 83,352 - -
State Bank of India of Rs. 1 each 170 42,517 - - - -
Steel tube of India Limited of Rs. 10 each 2,500 - 2,500 - 2,500 -
Sudarshan Chemical Ind. Limited of Rs. 2 each 500 219,400 500 174,525 - -
Sun Pharm Industries Limited of Rs. 1 each 225 111,465 125 85,963 - -
Sun Pharm Adv. Res. Co. Limited of Rs. 1 each 100 37,835 - - - -
Sutlaj textiles & Ind. Limited of Rs. 1 (10 ) each 1,500 106,650 200 164,520 200 91,600
Suprajit Engineering Limited of Rs. 1 each 35 9,786 - - - -
Shilpa Medicare Limited of Rs. 1 each 16 10,173
SVP Global Ventures Limited of Rs. 10 each 600 194,220 - - - -
Syndicate bank Limited of Rs. 10 each 100 - 100 - 100 -
South Indian Bank Limited of Rs. 1 each 11,129 253,741 1,243 26,600 500 8,800
Sumeet Industries Limited of Rs. 10 each 1,000 15,550 - - - -
Take Solution Limited of Rs. 1 each 100 16,300 - - - -
Tata chemicals Limited of Rs. 10 each 10 6,768 - - - -
Tata Metalics Limited of Rs. 10 each 9 6,648 - - - -
Tata Motors (DVR) Limited of Rs. 2 each 300 55,170 - - - -
Tata Motors Limited of Rs. 2 each 200 65,490 - - - -
Tata Sponge Iron Limited of Rs. 10 each 350 323,295 - - - -
Thyrocare Technologies Limited of Rs. 10 each 500 294,000
Indus. & Prud. Invest. Co. Limited of Rs.10 each 25 29,750 - - - -
Transgene biotek Limited of Rs. 10 each - - 200 360 200 360
Tilak Nagar Indusries Limited of Rs. 10 each 89,995 1,592,912 - - - -
Tinplate Comp. of India Limited of Rs. 10 each 250 46,913 - - - -
Transformer & Retifiers Limited of Rs. 10 each 1,000 26,500 - - - -
Triveni Engeering Limited of Rs 1 each 2,000 81,700 - - - -
TRF Limited of Rs. 10 each 8 1,782 - - - -
Ujjivan Financial Services Limited of Rs. 10 each - - 18 7,630 - -
Unitech Limited of Rs. 2 each 3,000 16,680 3,000 16,710 3,000 14,790
Union bank of India of Rs. 10 each 176 - 176 - 176 -
United spirits Limited of Rs. 10 each 4 12,503 - - - -
UPL Limited of Rs. 2 each 80 58,244 - - - -
Vedanta Limited of Rs. 1 each 670 186,461 - - - -
Va Tech Wabag Limited of Rs. 2 each 500 247,925 - - - -
Videocon Industries Limited of Rs. 10 each 1,600 20,912 -
Viceroy Hotel Limited of Rs. 10 each - - 250 5,163 250 3,988
Vorin Laboratories Limited of Rs. 10 each 500 - 500 - 500
Vinati Organics Limited of Rs. 2 each 352 316,782 300 226,275 300 116,370
Vindhya Telelinks Limited of Rs. 10 each 25 26,259 378 248,157 - -
Welspun Corporation Limited of Rs. 10 each 100 13,460 - - - -
Willard India Limited of Rs. 5 each 15,000 - 15,000 - 15,000 -
Wipro Limited of Rs. 2 each 10 - 10 - 10 -
Yes Bank Limited of Rs. 2 each 225 68,603 10 15,491 - -
Zee Enter Enterprises Limited of Rs. 1 each 500 - 500 - 500 -
15,907,920 6,022,154 3,147,102

57
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
NOTE 3 NON CURRENT INVESTMENT (Amount in Rs.)
TRADE INVESTMENTS 31-3-2018 31-3-2017 01-04-2016
(b) In Unquoted Equity shares of companies in which
directors are interested at Fair Value through FVTPL
(Fully Paid Up)

D&H Secheron Industries Pvt. Ltd. of Rs. 10 each 900,000 2,529,000 900,000 2,605,910 900,000 1,800,000
D&H Secheron Infra. Pvt. Ltd. of Rs. 10 each 1,677,400 41,935,000 1,677,400 45,289,800 977,400 27,367,200
44,464,000 47,895,710 29,167,200

(c) In Other Unquoted Equity Shares at Fair


Value through FVTPL (Fully Paid Up)

Sam Hoteliers & Holdings Pvt.Ltd. of Rs. 10 each 15,500 888,305 15,500 882,570 15,500 876,525

(d) In Bonds (At Amortized Cost) (Fully Paid Up) 250 250,000 250 250,000 250 250,000

HUDCO Ltd. of Rs. 1000 each (Non- Convertible)


(Unquoted)

(e) In Mutual Fund at Fair Value through FVTPL

IIFL Special Opportunities Fund Series 7 349,738 3,509,967 - - - -


Reliance Mutual Fund ETF Liquid Bees 0.07 71 0.07 70 - -

Gross Total of Investments (a + b+c+d+e ) 65,020,263 55,050,504 33,440,827

Aggregate amount of Quoted Investment and


Market Value thereof 19,417,958 6,022,224 3,147,102

Aggregate amount of Un-Quoted Investment 45,602,305 49,028,280 30,293,725

Aggregate Provision in diminution in value


of Investment 6,875,823 - 26,635,657

Note-4
OTHER FINANCIAL ASSETS
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Bank deposits maturing after 12 months 1,63,019 1,30,000 1,30,000
1,63,019 1,30,000 1,30,000
Note-5
OTHER NON CURRENT ASSETS
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
a Balances with Statutory / Government Authorities 2,991,540 2,296,040 2,246,140
b Capital Advances (IDA) - 95,988,875 82,659,787
2,991,540 98,284,915 84,905,927

*Capital Advances (IDA) were transferred to Investment Property due to possession acquired by company in F Y 2017-18
58
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
Note-6
(Amount in Rs.)
INVENTORIES
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
a Stock in Trade (Trading Activity) 29,958,642 32,770,607 35,566,282
b Stores & Spares 1,671,848 2,127,806 2,583,765
31,630,490 34,898,413 38,150,047
Stores & spares, fuel and packing materials are valued at cost(FIFO) including freight,subject to provision for slow moving /Non- moving stores
of Rs. 4,55,958/- (Prev. Year: 4,55,958).
Stock of land of real estate division is valued on cost after capitalizing the expenses incurred on development of land.
Note 7
TRADE RECEIVABLES
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
a Outstanding for a period exceeding 6 months from the
due date Unsecured Considered Good - - -
b Others
Unsecured Considered Good 7,517,451 7,465,148 2,831,610
7,517,451 7,465,148 2,831,610
Note 8
CASH & CASH EQUIVALENTS
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
a Cash On Hand 145,885 39,505 172,035
b Balances with Banks in Current Accounts 455,172 286,332 2,799,473
c Deposits with Bank
(i) Maturity up to 12 months - - -
(ii) Maturity above 12 months 163,019 130,000 130,000
Total 764,076 455,837 3,101,508
Less: Amount Disclosed under Non Current Assets 163,019 130,000 130,000
601,057 325,837 2,971,508
Note -9
LOANS
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Loans at Interest 50,888,000 58,907,583 72,838,081
50,888,000 58,907,583 72,838,081
Loans and advances given in the nature of Loans to related parties 36,713,000 40,708,000 51,733,519
Note -10
OTHER FINANCIAL ASSETS
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Advances Recoverable in cash 5,000 5,000 5,000
Interest accrued on Loan 5,682,078 7,284,108 4,979,515
Refund due from Sales Tax - - 320,000
5,687,078 7,289,108 5,304,515

59
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
Note-11
CURRENT TAX ASSETS (Net) (Amount in Rs.)

As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Net Current Tax Assets 957,835 956,340 4,535,384
957,835 956,340 4,535,384
Note-12
OTHER CURRENT ASSETS
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
(Unsecured Considered Good)
Prepaid Expenses 607,291 251,380 236,151
Advance for purchase of Capital Assets - 5,000 -
Interest Accrued on Deposits 7,265 29,997 19,014
Others 24,000 44,271 90,378
638,556 330,648 345,543

Note-13
EQUITY
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
a. Particulars
Authorized
1,15,00,000 Equity Shares
(Prev. Year 1,15,00,000) of Rs. 10 Each 115,000,000 115,000,000 115,000,000
10,50,000 Preference Shares
(Prev. Year 10,50,000) of Rs. 100 Each 105,000,000 105,000,000 105,000,000
220,000,000 220,000,000 220,000,000
Issued and Subscribed
1,13,04,270 Equity Shares (Prev. Year 1,13,04,270) 113,042,700 113,042,700 113,042,700
of Rs. 10 Each

Paid Up
1,10,88,470 Equity Shares (Prev. Year 1,10,88,470) 110,884,700 110,884,700 110,884,700
of Rs. 10 Each

Forfeited
2,15,800 shares originally paid up 1,113,500 1,113,500 1,113,500
111,998,200 111,998,200 111,998,200

b Reconciliation of Shares outstanding at the beginning and at the end of the year
Equity Shares As at 31.03.2018 As at 31.03.2017 As at 01.04.2016
Nos. Amount Nos. Amount Nos. Amount
At the Beginning of the Year 11,088,470 110,884,700 11,088,470 110,884,700 11,088,470 110,884,700
Issued during the year - - - - - -

Outstanding at the end of the year 11,088,470 110,884,700 11,088,470 110,884,700 11,088,470 110,884,700

60
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018

c Terms / Rights Attached to Shares


Equity Shares
The Company has only one class of Equity shares having a par value of 10/-. Each holder of equity shares is entitled to
one vote per share.
The Company declares and pays dividends in Indian rupees if any.
During the Year Ended 31st March 2018 the amount per share dividend recognized as distributions to
equity shareholders was Rs. NIL( For 31st March 2017 was Rs NIL).
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive any of the
remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion
to the number of equity shares held by the shareholders.

d Shares held by holding / ultimate holding and or their subsidiaries / associates


Equity Shares 01.04.2016
Holding Company (Sam Exim Ltd.) Nos. Amount
6,388,000 63,880,000
6,388,000 63,880,000
Sam Exim Ltd. ceased to be a holding company from March 2017.
e Details of Shareholders holding more than 5% shares in the Company

Name of the Share holders 31-03- 2018 31-03- 2017 01-04- 2016

Equity Nos. % Nos. % Nos. %


Sam Exim Ltd 53,22,398 48.00 53,22,398 48.00 63 88 000 57.61
Sam Farms & Foods Pvt. Ltd. 7,86,000 7.09 7,86,000 7.09 -
Dwekam Weldtech Pvt. Ltd. 6,40,602 5.78 6,40,602 5.78 -

f Shares Forfeited
Amount Originally Paid up 1,113,500 1,113,500 1,113,500

Note-14
Borrowings
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
ICICI BANK LIMITED ( Car Loan ) 3,159,307 - -
3,159,307 - -

The Loan is taken for a period of 3 years @ 8.01% per annum. It is repayable in 36 instalments of Rs. 1,62,135 and one instalment of Rs.
1,53,141. The loan is secured by way of Hypothecation of car. There is no default in the repayment of loan.

Note-15
Other financial liabilities
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
D&H Secheron Electrodes P. Ltd. (Lease Rent Deposit) 18,000,000 17,035,714 15,210,459
Advance Rent - 864,659 2,593,978
Contactor Deposit ( Canteen) 15,000 15,000 15,000
18,015,000 17,915,373 17,819,437

61
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
Note-16 NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
DEFERRED TAX LIABILITIES (Amount in Rs.)
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Deferred Tax Assets
Disallowances under 43B 258,618 288,221 355,638
258,618 288,221 355,638
Deferred Tax Liabilitie
Depreciation 11,808,603 12,865,444 14,423,959
11,808,603 12,865,444 14,423,959
11,549,985 12,577,223 14,068,321
Note-17
PROVISIONS
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Gratuity 17,537 17,537 17,537
Leave Encashment 235,289 209,052 180,601
252,826 226,589 198,138
Note -18
Borrowings
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
ICICI Bank Ltd ( Car Loan Secured by Hypoth. of Car ) 1,621,348 - -
J.M.Financial Services (MTF) (secured by shares) 1,465,487 - -
3,086,836 - -
The Loan is taken for a period of 3 years @ 8.01% per annum. It is repayable in 36 instalments of Rs. 1,62,135 and one
instalment of Rs. 1,53,141. There is no default in the repayment of loan.
Loan from JM Financial Service has been taken 12% per annum. It is repayable after 60 days from the date of Loan. There is no
default in the repayment of loan.

Note -19
Trade payables
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Trade payables (Refer Note 40) 748,504 - -
748,504 - -

Note-20
OTHER FINANCIAL LIABILITIES
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Outstanding Expenses 10,560,104 10,834,329 9,433,825
10,560,104 10,834,329 9,433,825

Note-21
OTHER CURRENT LIABILITIES
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Advance against Sales of Goods 6,085,000 11,437,500 13,750,000
Other Payables 3,156,489 3,575,791 7,953,660
9,241,489 15,013,291 21,703,660

62
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
Note-22
(Amount in Rs.)
CURRENT TAX LIABILITIES (NET )
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Provision for Income Taxes 140,658 - -
140,658 - -

Note-23
PROVISIONS
As at As at As at
Particulars
31-03- 2018 31-03- 2017 01-04- 2016
Leave Encashment 10,431 9,048 12,234
Bonus 16,564 21,380 37,901
26,995 30,428 50,135
Note-24
Revenue from operations
As at As at
Particulars
31-03- 2018 31-03- 2017
Sale of products (gross)
Sale of Traded Goods 36,793,375 27,126,300
Sale of Services 79,200,000 75,600,000
115,993,375 102,726,300
Details of Product Sold
Traded Goods (Plot) 36,793,375 27,126,300
36,793,375 27,126,300
Details of Sale of Services
Lease Rent 79,200,000 75,600,000
79,200,000 75,600,000

Total 115,993,375 102,726,300

Note-25
Other income
As at As at
Particulars
31-03- 2018 31-03- 2017
a.Interest Income from financial assets at amortised cost
(i) From Long Term Investments 32,707 21,275
(ii) Others 7,839,296 7,222,499
b.Dividend
(i) From Current Investments - -
(ii) From Long Term Investments 156,908 60,552
c.Net Profit on Sale of Investment
(i)From Current Investment - -
(ii) From Long Term Investments 155,238 279,393
d. Agriculture Income - 27,305
e. Capital Gain on land - 94,878
f.Effect of measuring equity investment at fair value - 373,866
g.Miscallenous balance written off - 2,447
h.Prior Year Income 14,951 -
i.Notional Rent as per IND AS 864,659 1,729,319
j. Other Non Operating Income 459,176 18,070
Total 9,522,935 9,829,603

63
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
Note-26
(Amount in Rs.)
Changes in inventories of finished goods and Stock in Trade
As at As at
Particulars
31-03- 2018 31-03- 2017
Opening inventories
Finished goods - -
Stock in Trade (Trading Activity ) 32,770,607 35,566,282
32,770,607 35,566,282
Closing inventories
Finished goods - -
Stock in Trade (Trading Activity ) 29,958,642 32,770,607
29,958,642 32,770,607

Total 2,811,965 2,795,675


Note-27
Employee benefits expenses
As at As at
Particulars
31-03- 2018 31-03- 2017
(a) Salaries and wages 6,061,012 8,387,820
(b) Bonus 16,564 21,380
(c) Contributions to provident and other funds 219,999 210,455
(d) Staff welfare expenses 649,425 552,896
(e) Gratuity & Leave Encashment 112,131 92,053
(f) Medical reimbursements 320 650
(g) Directors Remuneration 11,988,480 6,993,280
Total 19,047,931 16,258,534

For the year ended For the year ended


Details of Payment to Auditors
March 31, 2018 March 31, 2017
Salary 1,07,04,000 62,44,000
Perquisites - -
Contribution 12,84,480 7,49,280
Total 1,19,88,480 69,93,280
Note-28
Finance cost
For the year ended For the year ended
Particulars
March 31, 2018 March 31, 2017
Interest on Late Payment 167,551 -
Interest on Loan 171,355 -
Interest on late payment of TDS 2,093 3,358
Interest on late payment of Service Tax & PF 50,617 113,493
Bank Charges 5,263 5,584
Total 396,879 122,435

Note-29
Depreciation and amortisation expense
For the year ended For the year ended
Particulars
March 31, 2018 March 31, 2017

Tangible assets (Refer note no.2) 4,087,799 6,793,814


Intangible assets (Refer note no.2) - -
Total 4,087,799 6,793,814

64
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

Note-30 NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018
Other expenses
For the year ended For the year ended
Particulars
March 31, 2018 March 31, 2017
a) Manufacturing Expenses
Power and Fuel Expenses 24,316,136 18,753,820
Factory Expenses 38,599,679 31,830,388
Repairs to Machinery 2,000 20,130
Insurance 298,520 255,105
63,216,335 50,859,443
b) Selling Expenses
Brokerage 478,685 410,013
Advertisement Expenses 15,400 20,000
494,085 430,013
c ) Establishment Expenses
Rent 450,564 433,411
Repairs others 49,635 37,862
Rates and taxes 1,384,991 1,309,993
Auditor Remuneration 95,025 95,100
Legal and Professional charges 1,106,760 1,179,713
Office and General Expenses 870,030 1,528,399
Telephone and Fax 69,945 106,454
Printing and Stationery 70,490 62,047
Postage and Telegram 9,326 10,236
Travelling Expenses 234,343 90,461
Director Sitting Fees - 100,625
4,341,110 4,954,301
d ) Others
Loss on Sale of Share in Intraday 60,860 -
Loss on F&O Business 1,229,542 -
Donation - 40,000
Penalty 186,353 11,988
Service Tax Expenses 169,103 -
CST Paid - 29,430
Unwinding of discount on security deposit 9,64,286 1,825,255
Agricultural Expenses (Net of Income ) 16,216 -
Loss by Theft - -
Miscallenous balance written off 4,711 -
Provision for Dimunition in Value of Stores 455,958 455,958
Provision for Dimunition in Value of Share 6,875,823 -
9,962,852 2,362,631
Total 78,014,381 58,606,388

For the year ended For the year ended


Details of Payments to auditors
March 31, 2018 March 31, 2017
Audit Fees 50,000 50,000
Tax Audit Fees 25,000 25,000
Limited Review 20,000 20,000
Swacch Bharat Cess 25 100
Total 95,025 95,100

65
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES FORMING PART OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2018

Note-31
Exceptional item (Amount in Rs.)

For the year ended For the year ended


Particulars
March 31, 2018 March 31, 2017
Prior Year Income - 9,185
Prior Year Expenses 250 -
Total 250 9,185

Note-32
Tax Expenses
For the year ended For the year ended
Particulars
March 31, 2018 March 31, 2017
Income Tax :
Current Year 8,900,000 11,250,000
Excess/Short Provision of previous year - 1,09,557
8,900,000 11,359,557
Deferred Tax (1,027,238) (1,491,098)
Total 7,872,762 9,868,459

Reconciliation of Effective Tax Rate


For the year ended For the year ended
Particulars
March 31, 2018 March 31, 2017

Accounting Profit before Income Tax 21,157,105 27,969,873


Income Tax Rate as applicable 27.55% 33.06%
Tax at applicable Statutory Income Tax Rate without adjustments 5,829,311 9,247,679
Tax Effects of:
Disallowances as per Income Tax Act 3,812,000 5,168,238
Expenses allowed and Income not subject to tax (924,000) (3,410,615)
Sale Proceeds U/s 50 124,000 -
Others 58,689 354,255
Reported Income Tax Expense 8,900,000 11,359,557
Effective Tax Rate 42.07% 40.61%

Reconciliation of Deferred Tax Liability (Net)


Particulars Amount

Opening Balance as of April, 1 2016 14,068,321


Tax (income)/ expenses during 2016-17 recognized in P&L (1,491,098)
Closing Balance as on March, 31 2017 12,577,223
Tax (income)/ expenses during 2017-18 recognized in P&L (1,027,238)
Closing Balance as on March, 31 2018 11,549,985

66
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

33. Earnings Per Share


Earnings per share is computed by dividing net profit or loss for the year attributable to equity
shareholders by the weighted average number of shares outstanding during the year.
31.03.2018 31.03.2017
Profit/ Loss After Tax 1,32,84,343 1,81,01,414
Net Profit attributable to equity shareholders 1,32,84,343 1,81,01,414
No of Shares (Basic & diluted) 1,10,88,470 1,10,88,470
Earnings Per Share (Basic & diluted) 1.20 1.63

34. Employee Benefit


As required by Ind AS19, Provident fund and gratuity are defined contribution scheme and the contributions made are
charged to profit & loss account. Leave encashment liability is a defined benefit obligation and is provided for on the
basis of actuarial valuation done using projected unit credit method at the end of the financial year.
Defined Benefit Plans/ Long Term Compensated Absence as per Actuarial Valuation on March 31’ 2018:-

Leave Encashment
Expense recognized in the statement on profit & Loss Account for the year ended March 31’ 2018
Particulars 31.03.2018 31.03.2017
Current Service Cost 39,178 30,579
Interest Cost (On PBO as of 31.03.2017) 16946 14,058
Employee Contributions - -
Expected return on Plan Assets - -
Actuarial (Gains)/ Losses (28,504) (19,372)
Plant Service Cost - -
Settlement Cost - -
Total Expense 27,620 25,625

Net Asset/(Liability ) recognized in the Balance Sheet as at March 31st 2018


Particulars

Present Value of Defined benefit obligation as at March 31’ 2018 2,45,720 2,18,100
Fair Value of Plan Assets as at March 31’2018 NIL NIL
Funded status Surplus (Deficit) (-)2,45,720 (-) 2,18,100
Net Asset/( Liability) as at March 31’ 2018 (-)2,45,720 (-)2,18,100

Change in obligation during the year ended March 31’ 2018


Particulars

Present Value of Defined benefit obligation at the


beginning of the year 01.04.2017 2,18,100 1,92,835
Current Service Cost
39,178 30,579
Interest Cost(On PBO as of 31.03.2018) 16,946 14,058
Settlement Cost - -
Past Service Cost - -
Employee Contributions - -

67
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

Actuarial (Gains) / Losses (28,504) (19,372)


Benefits Payments
- -
Present Value of Defined benefit obligation at the end of the year 2,45,720 2,18,100

Change in Assets during the year ended March 31’ 2018

Particulars

Plan Assets at the beginning of the year 01.04.2017 - -


Assets acquired in amalgamation in previous year - -
Settlements - -
Expected return on plan assets - -
Contributions by employees - -
Actual benefits paid - -
Actuarial gains/ ( Losses) - -
Plan Assets at the end of the year - -
Actual return on plan assets - -

The major categories of plan assets as a percentage of total plan

Particulars
Qualifying insurance policy - -

Actuarial Assumption
Particulars

Discount Rate 7.77% 7.29%


Future Salary Increase 6.50% 6.50%
The Liability relating to current year has been debited to profit & loss account.

35. Leases
The company has not taken so for any assets on finance lease during the year .In respect of operating lease of office
premises the leasing arrangements which are not non cancelable range between 11 months and 39 months generally
or longer and are usually renewable by mutual consent on mutually agreeable terms .The aggregate of lease rental
payable are charged as under the head office or administrative expenses Rs 4,50,564/- (Previous year Rs 4,33,411/ -)
has been charged to revenue accordance with the terms & conditions of respective lease agreement.
Future Minimum lease rental in respect of Assets given on operating lease in the form of Building and Plant & Machinery
The minimum future lease payment as on 31/03/2018 are as under ;

31/03/2018 31/03/2017
(a) Receivable within one year 79,200,000 79,200,000
(b) Receivable within one to five years 396,000,000 396,000,000
(c). Receivable after five year - -

68
36. Segment Reporting:
36.1 Reportable Segments:-
Based on the “management approach” as defined in Ind AS 108 and as per the explanation given to us, there are three reportable segments of the
company based on the activities undertaken
1) Welding Division (Revenue received from Lease of Building, Plant & Machinery)
2) Real Estate Division (Revenue received from Sale of Plots)
3) Investment Division (Revenue received from Interest and Profits from Investment in Securities)
a. Segmental revenue includes sales and other income directly identifiable with \ allocable to the Particular segment.
b. Segmental expenses that are directly identifiable with allocable to particular segment are considered for determining the segment result.

Estate

0 3

6
SAM INDUSTRIES LIMITED

69
5

3,05,57,991

0
Annual Report : 2017-2018
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

37. As per Indian Accounting Standard 108 issued by the Institute of Chartered Accountants of India, the Company’s
related parties and transactions are disclosed below:
(a) Associate Company- Sam Exim Ltd.
(b) Companies in which key managerial person or their relatives have significant influence –Dwekam Electrodes
Private Ltd., Dwekam Weld-Tech Private Ltd., AAM Venture Pvt. Ltd., Anisha Realty Pvt. Ltd., D&H Secheron
Projects Pvt. Ltd., D&H Secheron Resources Pvt. Ltd., Dwekam Realty Pvt. Ltd., D&H Secheron Realty Pvt. Ltd.,
D&H Secheron Impex Pvt. Ltd., Sam Real Infrastructure Pvt. Ltd., Sam Holding (Bombay) Pvt. Ltd., Celestial
Commercial Pvt. Ltd., D&H Secheron Industries Pvt. Ltd., D&H Secheron Infrastructure Pvt. Ltd., D&H Secheron
Electrodes Pvt. Ltd., Lilac Goods Pvt. Ltd., Shining Vanijya Pvt. Ltd., Solartech Multitrade Pvt. Ltd., Venus Multitrade
Pvt. Ltd.
(c) Key Managerial Person –Mr. Ashutosh A Maheshwari, Chairman, Mrs. Gitanjali A. Maheshwari, Whole Time Director
& Gopal Shrivastava, Chief Financial officer.
(d) Relative - Mrs. Suman A Maheshwari
(e) Details of Transactions: (Amount in Rs.)

S.No. Nature of Transaction 31.03.2018 31.03.2017

1 Remuneration
A Gitanjali A Maheshwari (Key Managerial Person) 1,19,88,480 69,93,280
B Gopal Shrivastava (Key Managerial person) 6,64,380 6,03,960

2 Payable
A Suman A. Maheshwari (Relative) 1,21,500 4,47,672
B Gitanjali A Maheshwari (Key Managerial Person) 7,40,998 4,50,828

3 Lease Rent Paid


A Suman A. Maheshwari (Relative) 4,50,564 4,33,411

4 Lease Rent Received


A D&H Secheron Electrodes Pvt. Ltd. (Company in 7,92,00,000 7,56,00,000
which director are interested)

5 Loan Accepted
A Gitanjali A. Maheshwari (KMP) 20,000 -
B A.H. Maheshwarri (Relative) 1,00,000 -

6 Loan Given
A D&H Secheron Electrodes Pvt. Ltd. (Company in which director 1,64,45,000 4,60,53,000
are interested)
B D&H Secheron Infrastructure Pvt. Ltd. (Company in which director 1,52,75,000 1,28,45,000
are interested)
C D&H Secheron Industries Pvt. Ltd. (Company in which director 13,85,000 5,75,000
are interested)

7 Loan Repaid
A Gitanjali A. Maheshwari (KMP) 20,000 -
B A.H. Maheshwarri (Relative) 1,00,000 -

70
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
(Amount in Rs.)

S.No. Nature of Transaction 31.03.2018 31.03.2017

8 Loan Recovered
A D&H Secheron Electrodes Pvt. Ltd. (Company in which director 2,93,45,000 1,80,50,000
are interested)
B D&H Secheron Infrastructure Pvt. Ltd. (Company in which director) 63,70,950 4,79,22,950
are interested
C D&H Secheron Industries Pvt. Ltd. (Company in which director are 13,85,000 45,25,569
interested)

9 Interest Received
A D&H Secheron Electrodes Pvt. Ltd. (Company in which director 47,52,462 16,84,063
are interested)
B D&H Secheron Infrastructure Pvt. Ltd. (Company in which directo 13,47,734 30,64,938
r are interested)
C D&H Secheron Industries Pvt. Ltd. (Company in which director are 5,910 2,13,206
interested)

10 Loan Outstanding
A D&H Secheron Electrodes Pvt. Ltd. (Company in which director are 1,51,03,000 2,80,03,000
interested)
B D&H Secheron Infrastructure Pvt. Ltd. (Company in which director 2,16,10,000 1,27,05,000
are interested)

11 Share application Money paid & Shares acquired


A D&H Secheron Infrastructure Pvt. Ltd. (Company in which director - 1,96,00,000
are interested)

All transactions with related parties are priced on arm’s length basis. None of the balance is secured.
38. Capital & Other Commitments
(Amount in Rs.)

31.03.2018 31.03.2017

1. Estimated amount of Contracts remaining to be executed on 4,97,70,318 5,60,63,266


Capital (Net of Advance)

2. Estimated amount of Contracts remaining to be executed on - -


Revenue (Net of Advance)

39. Derivative Instruments


The Company has not entered into any forward derivative instruments to hedge the foreign currency during the year.
40. Disclosure required under section 22 for Micro, Small & Medium Enterprises:
a. Trade payable does not include any amount due to Micro & Small Enterprises registered under the Micro, Small &
Medium Enterprises Development Act, 2006 (MSMED, Act 2006)in the current and previous financial year.
b. No interest is paid / payable during the year to any enterprise registered under the MSME.
c. The above information has been determined to the extent such parties could be identified on the basis of the
information available to the company, regarding the status of the supplier under the MSME.
41. Financial Instruments- Classification and Fair Value Management:
a. Financial Assets and Liabilities
The carrying value of financial instruments by categories is as follows:

71
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
As at March 31, 2018 (Amount in Rs.)

Particulars As at March Level 1 Level 2 Level 3


31,2018

FINANCIAL ASSETS
Fair Value Through Profit & Loss
Investments 6,50,20,263 1,94,17,958 - 4,56,02,305

Amortized Cost
Trade receivables 75,17,451 - - 75,17,451
Cash and cash equivalents 6,01,057 - - 6,01,057
Loans 5,08,88,000 - - 5,08,88,000
Other financial assets 58,50,097 - - 58,50,097
Total 12,98,76,867 1,94,17,958 - 11,04,58,910

FINANCIAL LIABILITIES
Amortized Cost
Borrowings 62,46,143 - - 62,46,143
Trade Payables 7,48,504 - - 7,48,504
Other Financial Liabilities 2,85,75,104 - - 2,85,75,104
Total 3,55,69,751 - - 3,55,69,751

As at March 31, 2017 (Amount in Rs.)

Particulars As at March Level 1 Level 2 Level 3


31,2017

FINANCIAL ASSETS
Fair Value Through Profit & Loss
Investments 5,50,50,504 60,22,224 - 4,90,28,280

Amortized Cost

Trade receivables 74,65,148 - - 74,65,148


Cash and cash equivalents 3,25,837 - - 3,25,837
Loans 5,89,07,583 - - 5,89,07,583
Other financial assets 74,19,108 - - 74,19,108
Total 12,91,68,180 60,22,224 - 12,31,45,956

FINANCIAL LIABILITIES
Amortized Cost
Borrowings - - - -
Trade Payables - - - -
Other Financial Liabilities 2,87,49,702 - - 2,87,49,702

Total 2,87,49,702 - - 2,87,49,702

72
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018
As at March 31, 2016 (Amount in Rs.)

Particulars As at March Level 1 Level 2 Level 3


31,2016

FINANCIAL ASSETS
Fair Value Through Profit & Loss
Investments 3,34,40,827 31,47,102 - 3,02,93,725

Amortized Cost
Trade receivables 28,31,610 - - 28,31,610
Cash and cash equivalents 29,71,508 - - 29,71,508
Loans 7,28,38,081 - - 7,28,38,081
Other financial assets 54,34,515 - - 54,34,515

Total 11,75,16,541 31,47,102 - 11,43,69,439

FINANCIAL LIABILITIES
Amortized Cost
Borrowings - - - -
Trade Payables - - - -
Other Financial Liabilities 2,72,53,262 - - 2,72,53,262

Total 2,72,53,262 - - 2,73,53,262

Carrying amounts of Loans, Trade Receivables, Cash and Cash Equivalents, Other Financial assets, Borrowings,
Trade Payables and Other Financial Liabilities approximate the fair value because of short term nature.

a. Fair Value Hierarchy

The Fair Value Hierarchy is based on inputs to valuation techniques that are used to measure fair value that are
either observable or unobservable and consist of the following three levels:

Level 1- Inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities.

Level 2- Inputs are other than quoted prices included in Level 1 that are observable for assets or liabilities, either
directly or indirectly.

Level 3- Inputs are not based on observable market data (unobservable inputs).

The financial instruments included in level 3 of Fair Value Hierarchy, ie. Fair Value of Investment in Unquoted Equity
Shares is determined based on the Net Asset Value of the Investee Company as on the Balance Sheet Date.

42. Transactions in Foreign Currency 31.03.2018 31.03.2017

a. Remittances in Foreign Currency NIL NIL

b. CIF value of Import NIL NIL

c. Expenditure in Foreign Currency NIL NIL

d. Earnings in Foreign Exchange NIL NIL

73
SAM INDUSTRIES LIMITED Annual Report : 2017-2018
NOTES TO THE IND AS FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

43. Value of Consumption of Raw Material & Stores Consumed:


RAW MATERIAL CONSUMPTION
Particulars 31.03.2018 % 31.03.2017 %

Raw Material
Imported 0 0% 0 0%
Indigenous 0 0% 0 0%
Total 0 0% 0 0%

Spare Parts
Imported 0 0% 0 0%
Indigenous 0 0% 0 0%
Total 0 0% 0 0%

44. In the opinion of the Board, the current assets, loans and advances have a value on realization on the ordinary course of
business, at least equal to the amount at which the same is stated in the Balance Sheet. There are no contingent
liabilities.
45. The company has provided a liability of Rs. 1,56,403 against disallowance of service tax and a penalty thereon for
1,69,103 in its financial statements and has confirmed the erstwhile contingent liability against order of Commissioner
appeal received after the Balance Sheet Date but before the date when financial statements were approved by the board
of directors (Adjusting events as per IND AS 10).
46. The financial statements were approved for issue by the board of Directors on 12th May 2018.
47. The Company has reclassified and regrouped the Previous Year Figures to confirm the current classification.
48. NOTE: First Time Adoption of Ind AS
The financial statements of the Company for the year ended March 31,2018,have been prepared in accordance with
Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under
Section 133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act. For all periods up to and
including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the
accounting standards notified under the section 133 of the Companies Act 2013, read together with rule 7 of the
Companies (Accounts) Rules, 2014 .
Accordingly the company has prepared the comparative period data as at and for the year ended March 31,2017 as
described in the summary of significant accounting policies in preparing these financial statements.
The company’s opening balance sheet was prepared as at April 01, 2016, the company’s date of transition to Ind AS.
This note explains the principal adjustments made by the Company in restating its financial statements prepared in
accordance with previous GAAP, and how the transition from previous GAAP to Ind AS has affected the Company’s
financial position, financial performance and cash flows.
Optional exemptions availed and mandatory exceptions
Ind AS 101- “First-time adoption of Indian accounting standards” allows first-time adopters certain exemptions from the
retrospective application of certain requirements under Ind AS. The Company has applied the following exemptions:
Deemed cost for property plant and equipment and intangible assets: As permitted by Ind AS 101- “First-time adoption
of Indian accounting standards” , the Company has elected to continue with the carrying values under previous GAAP
for all the items of property, plant and equipment and intangible assets. Ind AS 101 provides exemptions to certain
classification and measurement requirements of financial assets under IND AS 109, where these are impracticable to
implement and hence, classification and measurement needs to be done on the basis of facts and circumstances
existing as on the transition date. Accordingly, the company has determined the classification of financial assets based
on facts and circumstances that exist on the transition date.
Estimates
The estimates at April 01,2016 and March 31,2017 are consistent with those made for the same dates in accordance with
Indian GAAP (after adjustments to reflect any differences if any, in accounting policies) except fair valuation of financial
instruments carried at FVTPL.
74
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

RECONCILIATION OF EQUITY AS AT APRIL 01,2016 AND MARCH 31,2017


(Amount in Rs.)

As at March 31, 2017 As at April 01, 2016


Particulars Indian Adjustment Ind AS Indian Adjustment Ind AS
GAAP GAAP

ASSETS
Non-current assets
Property, plant and equipment 153,302,141 (148,873,924) 4,428,217 159,944,781 (151,289,679) 8,655,102
Investment property - 182,332,567 182,332,567 - 184,865,605 184,865,605
Financial assets -
(i) Investments 85,739,520 (30,689,016) 55,050,504 71,804,395 (38,363,568) 33,440,827
(ii) Other financial assets 130,000 - 130,000 130,000 - 130,000
Other non-current assets 98,284,915 - 98,284,915 84,905,927 84,905,927
Total non-current assets 337,456,576 2,769,627 340,226,203 316,785,103 (4,787,642) 311,997,461
Current assets -
Inventories 34,898,413 - 34,898,413 38,150,047 - 38,150,047
Financial assets -
(i) Trade receivables 7,465,148 - 7,465,148 2,831,610 - 2,831,610
(ii) Cash and cash equivalents 325,837 - 325,837 2,971,508 - 2,971,508
(iii) Loans 58,907,583 - 58,907,583 72,838,081 - 72,838,081
(iv) Other financial assets 7,289,108 - 7,289,108 5,304,515 - 5,304,515
Current Tax Assets (Net) 956,340 - 956,340 4,535,384 - 4,535,384
Other current assets 1,467,723 (1,137,075) 330,648 1,482,618 (1,137,075) 345,543
Total current assets 111,310,152 (1,137,075) 110,173,077 128,113,763 (1,137,075) 126,976,688
Assets classified as held for sale - 1,137,075 1,137,075 - 1,137,075 1,137,075
Total assets 448,766,728 2,769,627 451,536,355 444,898,866 (4,787,642) 440,111,224
EQUITY AND LIABILITIES
Equity
Equity share capital 111,998,200 - 111,998,200 111,998,200 - 11,998,200
Other equity 280,071,668 2,869,254 282,940,922 269,431,587 (4,592,079) 264,839,508
Total equity 392,069,868 2,869,254 394,939,122 381,429,787 (4,592,079) 376,837,708
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings
(ii) Other financial liabilities 18,015,000 (99,627) 17,915,373 18,015,000 (195,563) 17,819,437
Deferred tax liabilities (Net) 12,577,223 - 12,577,223 14,068,321 - 14,068,321
Provisions 226,589 - 226,589 198,138 - - 198,138
Total non-current liabilities 30,818,812 (99,627) 30,719,185 32,281,459 (195,563) 32,085,896
Current liabilities
Financial liabilities
(i) Borrowings - - - - -
(ii) Trade payables - - - - - -
(iii) Other financial liabilities 10,834,329 - 10,834,329 9,433,825 - 9,433,825
Other current liabilities 15,013,291 - 15,013,291 21,703,660 - 21,703,660
Current Tax Liabilities (Net) - - - - - -
Provisions 30,428 - 30,428 50,135 - 50,135
Total current liabilities 25,878,048 - 25,878,048 31,187,620 - 31,187,620
Total equity and liabilities 448,766,728 2,769,627 451,536,355 444,898,866 (4,787,642) 440,111,224

75
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

RECONCILIATION OF STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31,2017
(Amount in Rs.)
For the year ended March 31, 2017
Particulars
Indian Gaap Adjustment Ind AS
Revenue from operations 102,726,300 - 102,726,300
Other income 7,726,419 2,103,184 9,829,603
Total income 110,452,719 2,103,184 112,555,903
Expenses:
Cost of materials consumed
Changes in inventories of finished goods and work-in-progress 2,795,675 - 2,795,675
Employee benefits expense 16,258,534 - 16,258,534
Finance costs 122,435 - 122,435
Depreciation and amortisation 6,793,813 - 6,793,813
Other expenses 56,781,133 1,825,255 58,606,388
Total expenses 82,751,590 1,825,255 84,576,845
Profit before exceptional item and tax 27,701,129 277,929 27,979,058
Exceptional item 9,185 - 9,185
Profit before tax 27,691,944 277,929 27,969,873
Tax expense:
Current tax 11,359,557 - 11,359,557
Deferred tax (1,491,098) - (1,491,098)
Profit/(loss) for the year 17,823,485 277,929 18,101,414
Other Comprehensive income -
Total Comprehensive income 17,823,485 277,929 18,101,414

Note:
1. Under Ind AS, Investment Properties are reclassified from property, Plant & Equipment and from Investment and
presented seperately.
2. Changes in the Investment as per IGAAP have arised due to transfer of some of the investments in Investment propery
as stated in Point 1 and due to fair valuation through Profit and Loss (FVTPL) of Investment in Shares & securities.
Fair Value is dertermined by the Company in accordance with the principles of IND AS 109 " Financial
Instruments".
3. Assets and Liabilities as well as items of Income and Expenses have been regrouped/ re-classified wherever
necessary to align with the provisions of Ind AS.

As per our report of even date attached for and on behalf of the Board of Directors

For Manoj Khatri & Co. Ashutosh A Maheshwari (Chairman)


Chartered Accountants (DIN: 00094262)
ICAI Firm Reg. No.: 011546C
Gitanjali A Maheshwari (Whole Time Director)
(DIN: 00094596)
CA Ashish Jain
Kishore Kale (Director )
Partner
(DIN: 01743556)
Membership No.: 403161
Yogendra Vyas (Director )
(DIN: 06603344)
Place: Indore
Date: 12 May 2018 Navin S. Patwa (Company Secretary)

Gopal Shrivastava (Chief Financial Officer)

76
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

SAM INDUSTRIES LIMITED


CIN: L70102MP1994PLC041416
Work & Registered Office: Village Dakachiya, A. B. Road, Tehsil: Sanwer,
District – Indore – 453771 - Madhya Pradesh, India
Phone: 0091-731- 4229717, Fax: 0731-4229724
Website: www.sam-industries.com, email: secretarial@sam-industries.com

PROXY FORM (MGT-11)


[Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies
(Management and Administration) Rules, Amendment Rules, 2015]

Name of the member(s)


Registered address
E-mail ID
Folio No/Client ID
DP ID

I/We, being the member(s) of ………...................................……….Shares of the Sam Industries Limited, hereby appoint:

1. Name : ........................................................................ Address:……………...................................................…………….


E-mail ID : ………………………..................................…..
Signature …...............................................……………… Or failing him
2. Name : ........................................................................ Address:……………...................................................…………….
E-mail ID : ………………………..................................…..
Signature …...............................................……………… Or failing him
3. Name : ........................................................................ Address:……………...................................................…………….
E-mail ID : ………………………..................................…..
Signature …...............................................……………… Or failing him

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 24th Annual General Meeting of the Company, to
be held on Tuesday, 25th September, 2018 at 4:00 P.M. at the Village Dakachiya, A. B. Road, Tehsil: Sanwer, District – Indore – 453771 -
Madhya Pradesh and at any adjournment thereof in respect of such resolutions as are indicated in the box below.

Resolution No. RESOLUTIONS For Against

Natraj
Ordinary Business: ORDINARY RESOLUTION
1 Adoption of Financial Statements of the Company for the Financial Year ended 31st March, 2018
together with the Director’s Report & Auditor’s Report thereon.

2 Appointment of a Director in place of Mr. Ashutosh A. Maheshwari, who retires by rotation and being
eligible, offer himself for re-appointment.

Signed this……..........……day of ……………………, 2018.


Affix
Signature of Shareholder Revenue
Signature of Proxy holder(s)
Note: The Proxy must be returned so as to reach the Registered Office of the company at Village Dakachiya, A. B. Road, Tehsil:
Sanwer, District – Indore – 453771 - Madhya Pradesh not less than (48) Forty Eight Hours before the commencement of the aforesaid
meeting.

77
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

SAM INDUSTRIES LIMITED


CIN: L70102MP1994PLC041416
Work & Registered Office: Village Dakachiya, A. B. Road, Tehsil: Sanwer,
District – Indore – 453771 - Madhya Pradesh, India
Phone: 0091-731- 4229717, Fax: 0731-4229724
Website: www.sam-industries.com, email: secretarial@sam-industries.com

ATTENDANCE SLIP

Shareholders attending the Meeting in person or Proxy are requested to complete the attendance slip and hand it over at
the entrance of the meeting hall. Joint shareholders may obtain additional attendance slip at the venue.

I / We hereby record my presence at the 24th Annual General Meeting of the Company held on Tuesday, 25th
September, 2018 at 4:00 P.M. at the Village Dakachiya, A. B. Road, Tehsil: Sanwer, District – Indore – 453771 -
Madhya Pradesh

Regd. Folio No. * Name and Address of the registered


Shareholder

Client ID No. & DP ID No. `

No. of shares held

*Applicable in case of Shares held in Physical Form

Full Name of the Proxy (in block letters) Signature of Shareholder or Proxy

78
SAM INDUSTRIES LIMITED Annual Report : 2017-2018

"AGM VENUE MAP"

79
If undelivered, Please return to :
SAM INDUSTRIES LIMITED
Regd. Office : Village Dakachiya, A.B. Road, Tehsil Sanwer,
District - Indore - 453771 - Madhya Pradesh, India
Phone : 0091-731-4229717, Fax: 0731-4229724

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