Dear Shareholders,
The Board of Directors hereby submits the report of the business and operations of your
Company ("the Company"), along with the Standalone Audited Financial Statements
for the Financial Year ended on 31st March, 2025.
FINANCIAL RESULTS:
The Company's financial performance for the year ended on 31stMarch, 2025 is summarized
below:
(In Lakhs)
PARTICULARS |
Standalone |
|
31.03.2025 |
31.03.2024 |
| XVII.Net Sales/Income from Operations |
0 |
6.23 |
| XVIII. Other Income |
0 |
12.09 |
XIX. Total Revenue (I+II) |
0 |
18.32 |
XX. Earnings Before Interest, Taxes, Depreciation and Amortization
Expense |
377.73 |
79.98 |
| XXI. Finance Cost |
448.83 |
129.38 |
| XXII. Depreciation and Amortization Expense |
2.62 |
2.10 |
XXIII. Profit Before Tax (IV-V-VI) |
(73.72) |
(51.50) |
XXIV. Tax Expense: |
|
|
| Less: Current Tax Expense |
31.81 |
12.94 |
| Less: Deferred Tax |
(42.82) |
(34.70) |
| Short Provision for tax |
- |
- |
Profit After Tax (VII-VIII) |
(62.71) |
(29.74) |
DIVIDEND:
For the Financial Year 2024-25, based on the Compan/ s performance, the Board of
Directors have not recommended any dividend.
TRANSFER TO RESERVES:
During the year, the Company has not transferred any amount to Reserve and Surplus.
BUSINESS DESCRIPTION:
We are an integrated construction and real estate development company, focused
primarily on construction and development of residential and commercial projects, in and
around Ahmedabad, Gujarat. We believe that we have established a successful track record
in the real estate industry in Ahmedabad, Gujarat by developing versatile projects through
our focus on innovative architecture, strong project execution and quality construction.
CHANGE IN NATURE OF BUSINESS:
During the year, your Company has not changed its business or object and continues to
be in the same line of business as per main object of the Company.
THE REGISTERED OFFICE:
The registered office of the company is situated at 4th Floor, 401, Venus Atlantis,
near Shell Petrol Pump, Prahaladnagar Road, Anand Nagar, Satellite, Ahmedabad-380015,
Gujarat, India.
SHARE CAPITAL:
During the year under review, the authorized and paid-up share capital of the Company
are as follows:
> AUTHORIZED CAPITAL:
The Authorised Capital of the Company is ? 25,00,00,000/- divided into 2,50,00,000
Equity Shares of ? 10/- (Rupees Ten Only) each.
> ISSUED, SUBSCRIBED & PAID-UP CAPITAL:
As on 31st March, 2025, the issued, subscribed and paid-up capital of the Company is ?
22,60,00,000/- divided into 2,26,00,000 Equity Shares of ? 10/- (Rupees Ten Only) each.
During the Financial year, the Company has allotted 11,00,000 equity shares pursuant to
conversion of warrants into equity shares of ? 10/- each to Promoter (Mr. Birjukumar
Ajitbhai Shah & Equity Shares 10,70,000) and nonpromoter (Mr. Akshay Sevantilal Mehta
& Equity Shares 30,000) on 4th March, 2025 at price of Rs. 36/- per share (including
premium of Rs. 26/-). The Company has received trading approval from BSE Ltd w.e.f. 11th
April, 2025.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
As on the date of this report, the Board comprises of following Directors;
Name of Director |
Designation |
Date of Original Appointment |
Date of Resignation |
No. of Shares held as on 31stMarch, 2025 |
| Mr. Birjukumar Ajitbhai Shah |
Managing Director & Chief Financial Officer |
01/12/2020 |
|
81,88,774 Equity Shares |
| Mr. Jagrutiben Birjubhai Shah |
Whole Time Director |
01/12/2020 |
-- |
51,01,159 Equity Shares 26,73,148 Equity Shares |
| Mr. Akshay Sevantilal Mehta |
Non-Executive Director |
01/12/2020 |
-- |
|
| Mr. Babubhai Khodidas Solanki |
Non-Executive Independent Director |
30/12/2020 |
|
Nil |
| Mr. Tarak Suhag Maniar |
Non-Executive Independent Director |
24/02/2025 |
-- |
Nil |
| Ms. Ripal Rupesh Shah |
Non-Executive Independent Director |
30/12/2020 |
24/02/2025 |
Nil |
| Mr. Ganesh Bhavarlal Prajapati |
Non-Executive Independent Director |
05/06/2023 |
-- |
Nil |
| Ms. Pooja Aidasani |
Company Secretary |
01/06/2021 |
-- |
Nil |
During the financial year, Ms. Ripal Rupesh Shah has resigned from the post of
Independent Director w.e.f. 24th February, 2025 and Mr. Tarak Suhag Maniar has been
appointed as an Additional Independent Director w.e.f. 24th February, 2025. As per the
statutory requirement, the appointment of Mr. Tarak Suhag Maniar has been approved by
shareholders through Postal ballot dated 30th March, 2025.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles
of Association of the Company, Mr. Akshay Sevantilal Mehta (DIN: 02986761) will retire by
rotation at the ensuing Annual General Meeting of the Company and being eligible, offers
himself for re-appointment.
None of the Directors of the Company are disqualified under the provisions of Section
164(2) of the Companies Act, 2013.
DISCLOSURE BY DIRECTORS:
The Directors on the Board have submitted notice of interest under Section 184(1) i.e.
in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8, List of relatives and
declaration as to compliance with the Code of Conduct of the Company.
BOARD MEETING:
Regular meetings of the Board are held at least once in a quarter. Additional Board
meetings are convened, as and when require, to discuss and decide on various business
policies, strategies and other businesses. The Board meetings are generally held at the
registered office of the Company.
During the year under review, Board of Directors of the Company met 7 times. Details of
Meeting and their attendance as below:
| Date of Board Meeting |
Name of Director |
|
Mr. Birjukumar Ajitbhai Shah |
Mr. Jagrutiben Birjubhai Shah |
Mr. Akshay Sevantilal Mehta |
Mr. Babubhai Khodidas Solanki |
Mr. Tarak Suhag Maniar |
Ms. Ripal Rupesh Shah |
Mr. Ganesh Bhavarlal Prajapati |
| 27/05/2024 |
Yes |
Yes |
Yes |
Yes |
NA |
Yes |
Yes |
| 14/08/2024 |
Yes |
Yes |
Yes |
Yes |
NA |
Yes |
Yes |
| 04/09/2024 |
Yes |
Yes |
Yes |
Yes |
NA |
Yes |
Yes |
| 14/11/2024 |
Yes |
Yes |
Yes |
Yes |
NA |
Yes |
Yes |
| 07/02/2025 |
Yes |
Yes |
Yes |
Yes |
NA |
Yes |
Yes |
| 24/02/2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
Yes |
| 04/03/2025 |
Yes |
Yes |
Yes |
Yes |
Yes |
NA |
Yes |
The meetings of the Board of the Companies within the intervals provided in section 173
of the Companies Act, 2013 (120 days) were compiled between two Board Meetings.
INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence
laid down in Section 149 (6) of the Act. A separate meeting of Independent Directors was
held to review the performance of Non-Independent Directors and Board as whole and
performance of Chairperson of the Company including assessment of quality, quantity and
timeliness of flow of information between Company management and Board.
The terms and conditions of appointment of Independent Directors and Code for
Independent Director are incorporated on the website of the Company viz. www.samor. in
DETAILS OF KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Companies Act, 2013, Mr. Birjukumar Ajitbhai Shah is
Managing Director & Chief Financial Officer and Mr. Jagrutiben Birjubhai Shah,
Whole-time Director and Ms. Pooja Aidasani is a Company Secretary & Compliance Officer
are Key Managerial Personnel of the Company.
UTILIZATION OF FUND RAISED FROM ALLOTMENT OF EQUITY SHARES PERSUANT TO CONVERSION OF
WARRANTS INTO EQUITY SHARES:
During the period under review, the Company has allotted 11,00,000 equity shares
pursuant to conversion of warrants into equity shares of ? 10/- each to Promoter (Mr.
Birjukumar Ajitbhai Shah & Equity Shares 10,70,000) and non-promoter (Mr. Akshay
Sevantilal Mehta & Equity Shares 30,000) on receipt of balance 75% consideration on
4th March, 2025 at price of Rs. 36/- per share (including premium of Rs. 26/-). The money
as raised have been applied for the purposes for which those are raised till March 31,
2025 as follows:
(? in Lakhs)
S. No. |
Object of the Issue |
Amount allotted forthe object |
Amount utilized till March 31, 2025 |
Amount unutilizedtill March 31, 2025 |
1 |
to accomplish the Company's strategic vision to expand its existing
activities more vigorously and increase its competitiveness in the market and to augment
funds for the general corporate purpose |
297.00 |
297.00 |
- |
|
Total |
297.00 |
297.00 |
- |
PERFORMANCE EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance
board committees and individual directors pursuant to the provisions of the Act. The
performance of the board was evaluated by the board after seeking inputs from all the
directors on the basis of the criteria such as the board composition and structure
effectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings etc. In addition, the performance of chairman was also
evaluated on the key aspects of his role.
The Board has reviewed the performance of the individual Directors on the basis of the
criteria such as the contribution of the individual Director to the Board and Committee
Meetings like preparedness on the issues to be discussed meaningful and constructive
contribution and inputs in meetings etc.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to section 134(5) of the Companies Act, 2013; the Board of Directors to the
best of their knowledge and ability confirm that:
a) In preparation of Annual Accounts for the year ended 31st March, 2025; the
applicable accounting standards have been followed and that no material departures have
been made from the same;
b) The Directors have selected such accounting policies and applied them consistently
and have made judgments and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the Financial Year and
of the profit or loss of the Company for that year;
c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors have prepared the Annual Accounts for the year ended 31st March, 2025
on going concern basis;
e) The Directors have laid down the internal financial controls to be followed by the
Company and that such Internal Financial Controls are adequate and were operating
effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
COMMITTEE OF BOARD:
The Board of Directors in line with the requirement of the Companies Act, 2013 has
formed various committees, details of which are given hereunder:
A. AUDIT COMMITTEE:
NAME |
Category |
DESIGNATION |
Attendance at the Audit Committee Meetings held on |
|
|
|
27/05/2024 |
14/08/2024 |
04/09/2024 |
14/11/2024 |
07/02/2025 |
| Mr. Ganesh Bhavarlal Prajapati |
Non Executive Independent Director |
Chairman |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mr. Babubhai Khodidas Solanki |
Non Executive Independent Director |
Member |
Yes |
Yes |
Yes |
Yes |
Yes |
| Ms. Ripal Rupesh Shah |
Non Executive Independent Director |
Member (Resigned w.e.f. 24/02/2025) |
Yes |
Yes |
Yes |
Yes |
Yes |
| Mr. Tarak Suhag Maniar |
Non Executive Independent Director |
Member (Appointed w.e.f. 24/02/2025) |
NA |
NA |
NA |
NA |
NA |
Vigil Mechanism:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior actual or suspected fraud or violation of Company's Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safeguards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company.
B. STAKEHOLDER'S RELATIONSHIP COMMITTEE:
NAME |
Category |
DESIGNATION |
Attendance at the Stakeholder's Relationship Committee Meetings
held on 24/02/2025 |
| Mr. Ganesh Bhavarlal Prajapati |
Non-Executive Independent Director |
Chairman |
Yes |
| Mr. Babubhai Khodidas Solanki |
Non-Executive Independent Director |
Member |
Yes |
| Ms. Jagrutiben Birjubhai Shah |
Whole time Director |
Member |
Yes |
C. NOMINATION AND REMUNERATION COMMITTEE:
NAME |
Category |
DESIGNATION |
Attendance at the Nomination and Remuneration Committee Meetings
held on 24/02/2025 |
| Ms. Ripal Rupesh Shah |
Non-Executive Independent Director |
Chairman (Resigned w.e.f. 24/02/2025 |
NA |
| Mr. Tarak Suhag Maniar |
Non-Executive Independent Director |
Chairman (appointed w.e.f. 24/02/2025 |
NA |
| Mr. Babubhai Khodidas Solanki |
Non-Executive Independent Director |
Member |
Yes |
| Mr. Ganesh Bhavarlal Prajapati |
Non-Executive Independent Director |
Member |
Yes |
NOMINATION AND REMUNERATION POLICY:
Nomination and Remuneration Policy in the Company is designed to create a
high-performance culture. It enables the Company to attract motivated and retained
manpower in competitive market, and to harmonize the aspirations of human resources
consistent with the goals of the Company. The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive Directors and Key Managerial
Personnel.
The Nomination and Remuneration Policy is placed on the website of the Company viz.
https://www.samor.in/pdf/Policy/nomination & remuneration policy.pdf
REMUNERATION OF DIRECTORS:
During the financial year, the Directors have not drawn any salary.
PUBLIC DEPOSIT:
The company has not accepted any deposits from the public. Hence the directives issued
by the Reserve Bank of India & the Provision of Section 73 to 76 of the Company Act
2013 or any other relevant provisions of the Act and the Rules there under are not
applicable.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS & SECURITY:
Details of Loans Guarantees Investments and Security covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement
and the same is complied.
ANNUAL RETURN:
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
(Form MGT-7) for the financial year ended March 31, 2025, is available on the Company's
website viz. www.samor.in.
SUBSIDIARIES OF THE COMPANY:
During the year under review, the Company does not have any subsidiary Company.
ASSOCIATES AND JOINT VENTURE OF THE COMPANY:
During the year under review, the Company does not have any Associate or Joint Venture.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2024-25, there was no materially significant related party
transaction undertaken by the Company under Section 188 of the Companies Act, 2013 read
with rules framed there under and Regulation 23 of SEBI (LODR) Regulations, 2015 that may
have potential conflict with the interest of the Company. Disclosure on related party
transactions is annexed to the financial statement of the Company in AOC-2 attached as Annexure
A.
MATERIAL CHANGES AND COMMITMENT:
There are no material changes and commitments affecting the financial position of the
Company have occurred between the ends of Financial Year of the Company i.e. 31st March,
2025 to the date of this Report other than as stated above.
SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the regulators or courts or
tribunals which impact the going concern status and the Company's operations in future.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
To foster a positive workplace environment free from harassment of any nature we have
framed Prevention of Sexual Harassment Policy through which we address complaints of
sexual harassment at all workplaces of the Company. Our policy assures discretion and
guarantees non-retaliation to complainants. We follow a gender- neutral approach in
handling complaints of sexual harassment and we are compliant with the law of the land
where we operate.
Number of sexual harassment complaints received- Nil
Number of sexual harassment complaints Disposed-off during the year- Nil
Number of sexual harassment cases pending for a period exceeding ninety days- Nil
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of The
Companies (Accounts) Rules 2014 as amended from time to time is annexed to this Report as Annexure
- B.
SECRETARIAL STANDARDS OF ICSI:
The Company is in compliance with the Secretarial Standard on Meetings of the Board of
Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries
of India and approved by the Central Government.
RISK MANAGEMENT:
A well-defined risk management mechanism covering the risk mapping and trend analysis
risk exposure potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and impact
if triggered. A detailed exercise is being carried out to identify evaluate monitor and
manage both business and non-business risks.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has adequate and efficient internal and external control system, which
provides protection to all its assets against loss from unauthorized use and ensures
correct reporting of transactions. The internal control systems are further supplemented
by internal audits carried out by the respective Internal Auditors of the Company and
Periodical review by the management. The Company has put in place proper controls, which
are reviewed at regular intervals to ensure that transactions are properly authorised,
correctly reported and assets are safeguarded.
CORPORATE GOVERNANCE:
Integrity and transparency are key factors to our corporate governance practices to
ensure that we achieve and will retain the trust of our stakeholders at all times.
Corporate governance is about maximizing shareholder value legally, ethically and
sustainably. Our Board exercises its fiduciary responsibilities in the widest sense of the
term. Our disclosures seek to attain the best practices in international corporate
governance. We also endeavor to enhance long-term shareholder value and respect minority
rights in all our business decisions.
In terms of Regulations 34 read with Schedule V of SEBI (LODR) Regulations, a report on
Corporate Governance for the year ended March 31, 2025 has been prepared and annexed as
"Annexure C" to this Report. The Compan/ s Secretarial Auditor has issued
a Certificate on Corporate Governance, which is appended to the Corporate Governance
Report.
STATUTORY AUDITOR AND THEIR REPORT:
The Notes to the Standalone Financial Statements referred in the Auditors Report, as
issued by Shah & Shah, are self-explanatory and therefore do not call for any comments
under Section 134 of the Companies Act 2013.
The Auditors' Report does not contain any qualification reservation or adverse remark.
The Auditors' Report is enclosed with the financial statements in this Annual Report.
INTERNAL AUDITOR
The Board of Directors has officially appointed Mr. Jagdish Vadaliya, as an Internal
Auditor of the Company for the Financial Year 2024-2025 to conduct the Internal Audit of
the Company. This strategic decision demonstrates our commitment to upholding and
enhancing proper and effective internal financial control.
With his expertise and experience, Mr. Jagdish Vadaliya plays a crucial role in
evaluating and improving our internal financial processes and systems.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
In terms of Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015 a review of the performance of the Company for the year
under review Management Discussion and Analysis Report is presented in a separate section
which is annexed to this Report as Annexure - D.
SECRETARIAL AUDITOR AND THEIR REPORT:
The Secretarial Audit Report, as issued by M/s SS Lunkad & Associates, Secretarial
Auditor (Peer Audit Firm) for the Financial Year 2024-25 is annexed to this report as Annexure
- E.
The Secretarial Audit Report does not contain any qualification reservation or adverse
remark.
PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:
The Information & Statement of Particulars of employees pursuant to Section 197 of
the Companies Act, 2013 and Rule 5 (1) & 5 (2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure
- F.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibility
Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014.
WEBSITE:
As per Regulation 46 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015 the Company has maintained a functional website containing basic
information about the Company. The website of the Company is containing information like
Policies, Shareholding Pattern, Financial and information of the designated officials of
the Company who are responsible for assisting and handling investor grievances for the
benefit of all stakeholders of the Company etc.
ADHERENCE TO STATUTORY COMPLIANCES
During the Financial Year under review, the Company diligently adhered to all the
relevant statutory compliances of the Act, Listing Regulations, Secretarial Standards
issued by ICSI, and other laws, provisions, and Acts that are applicable to the Company.
MATERNITY BENEFIT COMPLIANCE
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as
amended from time to time. Adequate facilities and support, including paid maternity leave
and nursing breaks, have been extended to eligible women employees during the financial
year. The Company remains committed to ensuring a safe, supportive, and inclusive
workplace for all its employees.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules 2014
and other applicable provisions of the act and listing regulations to the extent the
transactions took place on those items during the year. Your directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review.
(I) Issue of Equity Shares with differential rights as to dividend, voting or
otherwise;
(II) Issue of shares (including sweat equity shares) to employees of the Company
under any scheme and ESOS;
(III) Application made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016.
(IV) There is no revision in the Board Report or Financial Statement;
(V) The details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
ACKNOWLEDGEMENT:
Your Director acknowledge the dedicated service of the employees of the Company during
the year. They would also like to place on record their appreciation for the continued
co-operation and support received by the Company during the year from bankers, business
partners and other stakeholders.
|
For and on behalf of Board of Directors |
|
|
Samor Reality Limited |
|
Date: 5th September 2025 |
Birjukumar Ajitbhai Shah |
Jagrutiben Birjubhai Shah |
Place: Ahmedabad |
Managing Director & CFO |
Whole Time Director |
|
DIN: 02323418 |
DIN: 02334894 |
|