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Sam Industries Ltd has issued a Postal Ballot Notice seeking shareholder approval through remote e-voting (from July 13 to August 11, 2025) for two items. First, the appointment of Mr. Rajendra Kumar Pasari (DIN: 01508154) as a Whole-time Director for a period of 3 years, effective from May 12, 2025, with a salary of Rs. 9 lakhs per annum. Second, approval of material related party transactions worth up to Rs. 3.00 Crores for the sale of unquoted equity shares of D&H Secheron Infrastructure Private Limited to three promoter group entities: Dwekam Marketing Pvt Ltd, Sam Farms & Foods Pvt Ltd, and Sam Hoteliers & Resorts Pvt Ltd. The RPT value represents approximately 22% of the company's annual consolidated turnover for FY 2024-25, making it material under SEBI Listing Regulations. The Audit Committee and Board approved these items on July 11, 2025. Related parties are barred from voting on Item No. 2.
Shareholders need to evaluate the proposed RPT of Rs. 3 crores for share sale to promoter group entities, as related parties cannot vote on this resolution—meaning approval depends on non-promoter shareholders. The new Whole-time Director's appointment adds to the management team but also creates overlap with promoter-connected entities, warranting shareholder attention to governance alignment.