Directors Report of Soma Papers & Industries Ltd.

Mar 31, 2025

We have pleasure in presenting the 34th Directors'' Report together with the audited Financial Statements for the
year ended 31st March, 2025.

1. FINANCIAL HIGHLIGHTS:

Particulars	Standalone
	2024-25	2023-24
Revenue from Operations	--	--
Other Income (Including Exceptional Items)	--	36.11
Total Expenses	19.44	71.97
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	(19.44)	(35.86)
Less: Depreciation/ Amortisation/ Impairment	--	--
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(19.44)	(35.86)
Less: Finance Costs	--	--
Profit /loss before Exceptional items and Tax Expense	(19.44)	(35.86)
Add/(less): Exceptional items	--	--
Profit /loss before Tax Expense	(19.44)	(35.86)
Less: Tax Expense (Current & Deferred)	--	--
Profit / (Loss) for the year (1)	(19.44)	(35.86)
Other Comprehensive Income	--	--
Total Income	--	36.11
Balance of profit /loss for earlier years	(234.25)	(198.39)
Less: Transfer to Reserves	(19.44)	(35.86)
Less: Dividend paid on Equity Shares	--	--
Less: Dividend Distribution Tax	--	--
Balance carried forward	(253.69)	(234.25)
Earning per Equity Share
Basic	(139)	(2.56)
Diluted (in Rs.)	(139)	(2.56)

2. REVIEW OF OPERATIONALREVIEW:

During the Year under the review, the Company has incurred loss of Rs. (19.44) Lakhs when compared to
the loss of Rs. (35.86) incurred in the previous financial year ending 31.03.2024.

3. DIVIDEND:

In order to conserve cash for the Company''s operations, the Directors do not recommend any dividend for
the year under review.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and
Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) regulations, 2015 and forms part of this Report.

5. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not proposed to
transfer any amount to general reserves account of the company during the year under review.

The closing balance of reserves, including retained earnings, of the Company as at March, 31st 2025 is
Rs. (136.35) Lakhs.

6. CHANGES IN NATURE OF BUSINESS:

During the period under review and the date of Board''s Report there was no change in the nature of
Business.

7. OPEN OFFER AND OTHERS:

Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and Ms. Anupama Anumala had entered into
a Share Purchase Agreement dated March 13th 2024 with the erstwhile promoters of the Company viz, Mr.
Vikram Somani, Mr. Bharat Krishnakumar Somani, Somani Vikram HUF, Mrs. Asha Somani, Mrs. Saraswati
Somani, SRS Trading & Agencies Pvt Ltd, Oricon Enterprises Ltd, for acquisition of 6,94,130 (Six Lakhs
Ninety-Four Thousand One Hundred and Thirty) Equity Shares, representing 49.50% (Forty Nine point Five
Percent) of the Voting Equity Share Capital of the Target Company at a negotiated price of Rs.5.00/— (Five
Rupees) per Share, aggregating to an amount of Rs. 34,70,650/- (Rupees Thirty-Four Lakhs Seventy
Thousand Six Hundred and Fifty Only).

The said acquisition by Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and Ms. Anupama
Anumala (Acquirers) had triggered the Open Offer in terms of SEBI (SAST) Regulations, 2011 and
accordingly all the due procedure for the Open Offer was duly followed by the acquirers and completed
successfully and the control and ownership of the Company got vested in the hands of the acquirers.

The Board of Directors, at its meeting held on 07th August 2025 and members at their Extra-Ordinary General
Meeting held on 04.09.2025 have approved the following:

1. Acquisition of 100% Equity Share Capital of KS Smart Solutions Private Limited (“Selling Company”);

2. Issuance of up to 4,87,37,920 (Four Crore Eighty-Seven Lakhs Thirty-Seven Thousand Nine Hundred and
Twenty) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of ?10/- (Rupees Ten only) per
equity share, on a preferential basis, for consideration other than cash (i.e., by way of share swap) to the
shareholders of the Selling Company;

3. Issuance of up to 1,66,67,690 (One Crore Sixty-Six Lakhs Sixty-Seven Thousand Six Hundred and Ninety)
Equity Shares of Rs.10/- (Rupees Ten only) each at an issue price of Rs. 10/- (Rupees Ten only) per equity
share, on a preferential basis, for consideration in cash to persons forming part of the Non-Promoter Public
Category;

4. Issuance of up to 4,86,67,850 (Four Crore Eighty-Six Lakhs Sixty-Seven Thousand Eight Hundred and
Fifty) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs.20/- (Rupees Twenty only)
per equity share, on a preferential basis, for consideration in cash to persons forming part of the Non¬
Promoter Public Category;

5. Issuance of up to 3,45,94,390 (Three Crore Forty-Five Lakhs Ninety-Four Thousand Three Hundred and
Ninety) Convertible Warrants of Rs.10/- (Rupees Ten only) each at an issue price of Rs.10/- (Rupees Ten
only) per warrant, on a preferential basis, for consideration in cash to persons forming part of the Non¬
Promoter Public Category;

6. Issuance of up to 1,40,00,000 (One Crore Forty Lakhs) Convertible Warrants of Rs.10/- (Rupees Ten only)
each at an issue price of Rs.20/- (Rupees Twenty only) per warrant, on a preferential basis, for consideration
in cash to persons forming part of the Non-Promoter Public Category.

Further, the proposed allottees, Mr. Shankar Varadharajan (Acquirer-1) and Mr. Anancha Perumal Selvi
Keshav (Acquirer-2) (hereinafter collectively referred to as the “Acquirers”), along with Mr. Rohan
Ramaswamy (PAC-1), Mr. Subramanyam Venkatesh (PAC-2), and Mr. Seethapathi Vignesh (PAC-3) (PAC-
1, PAC-2, and PAC-3 hereinafter collectively referred to as the “Persons Acting in Concert” / “PACs”), have
triggered the open offer process pursuant to Regulation 3(1) and Regulation 4 of the SEBI (SAST)
Regulations, 2011 via a Public Announcement dated 07th August 2025.

Upon completion of the open offer process, the Acquirers, together with the PACs, shall be classified as
Promoters of the Company, and the existing Promoter and Promoter Group shall be reclassified as Public
Shareholders.

8. SHARE CAPITAL OF THECOMPANY:

The Authorised share capital of the Company as on 31.03.2025 is Rs. 5,00,00,000/- divided into 50,00,000
equity shares of Rs.10/- each.

Members in their EGM held on 04.09.2025 have increased the authorized share capital from
Rs. 5,00,00,000 (Rupees Five Crore) divided into 50,00,000 (Fifty Lakhs) equity shares of Rs. 10/- (Rupees
Ten only) each to Rs. 1,65,00,00,000/- (Rupees One Hundred & Sixty-Five Crore) divided into 16,50,00,000
(Sixteen Crore Fifty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each

The Paid-up share capital of the Company as on 31.03.2025 is Rs. 1,40,21,500/- divided into
14,02,150 equity shares of Rs.10/- each.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st
March, 2025 can be accessed on the Company''s website at https://www.somapapers.in/.

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has no subsidiary Companies/Joint Venture or Associate Company as on 31st March 2025.

11. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31,2025 and as
such, no amount of principal or interest on public deposits was outstanding as on the date of the balance
sheet.

12. DETAILS OFDEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2025, there
has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the
Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of
Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company,
which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans given, guarantees/ securities provided by the Company under Section 186 of the
Companies Act, 2013 during the year under review. The details of Investments made by the company have
been disclosed in the Notes to Accounts of the financial statements.

14. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, were not applicable to the Company for the financial year ended 31st
March, 2025.

15. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS / TRIBUNALS:

There were no material Orders passed by Courts/Regulations and Tribunals impacting the going concern
status of the company and its future operations.

The Company filed an application in Form INC-23 with the Ministry of Corporate Affairs for shifting of its
registered office from the State of Maharashtra to the State of Telangana. The Regional Director, Western
Region, Mumbai, vide Order No. Sec 13(4)/ROC Mumbai/AB2842391/RD Mumbai/2025 dated 28th May,
2025, approved the said application for change of registered office.Pursuant to the aforesaid approval, the
registered office of the Company has been shifted w.e.f., 19.06.2025 from:Unit No. 8A, 1st Floor, Plot No.
212, Mohatta Bhuvan, Laxminarsingh Papan Marg, Off Dr. E. Moses Road, Gandhi Nagar, Worli, Mumbai -
400018, Maharashtrato: S. No. 18, 3rd Floor, B Block, Win Win Hub, JNTU, Hitech City Main Road,
Madhapur, Khanamet, Rangareddy - 500081, Telangana, India

16. APPOINTMENT/ RE-APPOINTMENT / RESIGNATION / RETIREMENT OF DIRECTORS /CEO/ CFO
AND KEY MANANGERIAL PERSONNEL:

A. During the year the following directors were resigned:

Resignation of Mr. Dharmesh Shantilal Shah as an Independent Director w.e.f., 13.08.2024
Resignation of Mr. Bharat Somani as Managing Director w.e.f., 13.08.2024
Resignation of Mr. Vikram Krishnakumar Somani as Whole-time Director w.e.f., 13.08.2024
Resignation of Mr. Prabhakar Reddy Palakolanu as Independent Director w.e.f., 14.08.2025

B. During the year the following directors were appointed:

Appointment of Ms. Kuntala Rani Roy as an Independent Director w.e.f. 13.08.2024
Appointment of Mrs. Mounika Pammi as an Independent Director w.e.f., 14.08.2025
The Board places on record its sincere appreciation for the services rendered by the resigning directors.

17. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that
they meet with both the criteria of independence as prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014, all the
PIDs of the Company have registered themselves with the India Institute of Corporate Affairs (IICA),
Manesar and have included their names in the databank of Independent Directors within the statutory
timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the
Company''s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and Disclosure
Requirements), Regulations 2015, the Independent Directors have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Directors and Committee(s).

18. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the basis of
explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of
the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made
judgment 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 period;

3. That the Directors have 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.

19. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the Board
and Independent Directors with specific focus on the performance and effective functioning of the Board
and Individual Directors.

In line with Securities and Exchange Board of India Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004,
dated January 5, 2017 and the Companies Amendment Act, 2017 the Company adopted the recommended
criteria by Securities and Exchange Board of India.

The Directors were given following Forms for evaluation:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Whole-time Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the Directors,
the report on Evaluation was submitted to the Board. And based on the report, the Board of Directors has
informed that the performance of Directors is satisfactory.

20. MEETINGS OF BOARD OF DIRECTORS OF THECOMPANY:

The Board of Directors duly met Five (05) times during the financial year from 1st April 2024 to 31st March
2025. The dates on which the meetings were held are 27.05.2024, 13.08.2024, 14.11.2024, 07.02.2025 and
13.03.2025 and in respect of which meetings, proper notices were given and the proceedings were properly
recorded and signed in the Minutes Book maintained for the purpose.

Name	Designation	No of Meetings held	No of Meetings attended
*Mr. Bharat Somani	Managing Director	2	2
*Mr. Vikram Krishnakumar Somani	Whole-Time Director	2	2
*Mr. Dharmesh Shantilal Shah	Independent Director	2	2
Mr. Shivashankar Reddy Gopavarapu	Independent Director	5	5
IMr. Prabhakar Reddy Palakolanu	Independent Director	5	5
Ms. V. Priya Darshini Lakshmi	Whole-Time Director and CFO	5	5
AMs. Kuntala Rani Roy	Independent Director	3	3
&Mrs. Mounika Pammi	Independent Director	NA	NA

*Resigned w.e.f., 13.08.2024

Appointed w.e.f., 13.08.2024

IResigned w.e.f., 14.08.2025

&Appointed w.e.f., 14.08.2025

21. COMMITTEES:

(I). Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of the Listing
Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of
Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter alia, includes:

i. Oversight of the listed entity''s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to the board for approval, with particular reference to:

a. Matters required to be included in the director''s responsibility statement to be included in the board''s report
in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements before submission to the board for
approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public issue or rights issue or preferential issue or qualified

institutions placement, and making appropriate recommendations to the board to take up steps in this
matter;

vii. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit
process;

viii. Approval or any subsequent modification of transactions of the listed entity with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage and
frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

xviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.

xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013 and
matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION:

i. Management discussion and analysis of financial condition and results of operations;

ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee.

v. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

• During the financial year 2024-25, (5) five meetings of the Audit Committee were held on the 27.05.2024,
13.08.2024, 14.11.2024, 07.02.2025 and 13.03.2025

Name	Designation	Category	No. of Meetings held during the tenure	No. of meetings attended
AMr. Prabhakar Reddy P	Chairperson	NED (I)	5	5
#Mr. Vikram Krishnakumar Somani	Member	ED	2	2
#Mr. Dharmesh Shantilal Shah	Member	NED (I)	2	2
##Ms. Kuntala Rani Roy	Member	NED (I)	3	3
Ms. V. Lakshmi Priya Darshini	Member	ED	5	5
&Mrs. Mounika Pammi	Chairperson	NED (I)	NA	NA

## appointed w.e.f 13.08.2024
# resigned w.e.f. 13.08.2024
designed w.e.f. 14.08.2025
&appointed w.e.f., 14.08.2025

22. NOMINATION AND REMUNERATION COMMITTEE (“NRC”):

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the board of directors a policy relating to, the remuneration of the directors, key
managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation,
prepare a description of the role and capabilities required of an independent director. The person
recommended to the Board for appointment as an independent director shall have the capabilities identified
in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of performance of independent directors and the board of directors;

iv. Devising a policy on diversity of board of directors;

v. Identifying persons who are qualified to become directors and who may be appointed in senior management
in accordance with the criteria laid down, and recommend to the board of directors their appointment and
removal.

vi. Whether to extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.

vii. Recommend to the board, all remuneration, in whatever form, payable to senior management.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2024-25, (2) Two meetings of the Nomination and Remuneration Committee were
held on the 13.08.2024 and 07.02.2025.

Name	Designation	Category	No. of Meetings held during the tenure	No. of meetings attended
AMr. Prabhakar Reddy P	Member	NED (I)	2	2
#Mr. Dharmesh Shantilal Shah	Chairperson	NED (I)	1	1
##Ms. Kuntala Rani Roy	Chairperson	NED (I)	1	1
Mr. G. Shivashankar Reddy	Member	NED (I)	2	2
&Mrs. Mounika Pammi	Member	NED (I)	NA	NA

## appointed w.e.f 13.08.2024
# resigned w.e.f. 13.08.2024
designed w.e.f. 14.08.2025
&appointed w.e.f., 14.08.2025

NED (I): Non-Executive Independent director
NED: Non-Executive director

C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head
“Board Evaluation” in Directors'' Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying
persons who are qualified to become Directors and to determine the independence of Directors, in case
of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with the
provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the Companies
Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

3. Policy:

3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate
skills, knowledge and experience required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience that are relevant for the Company''s
operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors,
such as:

• General understanding of the Company''s business dynamics, global business and social perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities
effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member, the
Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior Management
personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other
association of individuals including his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013,
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other
relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a
group that best enables the success of the Company''s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of
appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess
determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in Companies Act,
2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing Director or a
whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise and
experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate companyor member
of the promoter group of the listed entity;

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate
company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary relationship with the
listed entity, its holding, subsidiary or associate company, or their promoters, or directors, during the three
immediately preceding financial years or during the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company during
the three immediately preceding financial years or during the current financial year of face value in excess

of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its holding, subsidiary or
associate company, respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or directors,
in excess of such amount as may be specified during the three immediately preceding financial years or
during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any third person to
the listed entity, its holding, subsidiary or associate company or their promoters or directors, for such
amount as may be specified during the three immediately preceding financial years or during the current
financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or
associate company amounting to two percent or more of its gross turnover or total income: Provided that
the pecuniary relationship or transaction with the listed entity, its holding, subsidiary or associate
company or their promoters, or directors in relation to points (A) to (D) above shall not exceed two percent
of its gross turnover or total income or fifty lakh rupees or such higher amount as may be specified from
time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee of the listed
entity or its holding, subsidiary or associate company or any company belonging to the promoter group of
the listed entity, in any of the three financial years immediately preceding the financial year in which he is
proposed to be appointed:

Provided that in case of a relative, who is an employee other than key managerial personnel, the
restriction under this clause shall not apply for his / her employment.

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed, of—

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its holding,
subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding, subsidiary or
associate company amounting to ten per cent or more of the gross turnover of such firm;

c. holds together with his relatives two per cent or more of the total voting power of the listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that receives
twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters, directors or
its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of
the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non¬
Independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in Schedule IV
to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to
effective Board Performance Accordingly, members should voluntarily limit their Directorships in other
listed public limited companies in such a way that it does not interfere with their role as Director of the
Company. The NR Committee shall take into account the nature of, and the time involved in a Director
service on other Boards, in evaluating the suitability of the individual Director and making its
recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be public
limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3
listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5
committees across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship
committee of all public limited companies, whether listed or not, shall be included and all other companies
including private limited companies, foreign companies and companies under Section 8 of the
companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their performance,
recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors,
responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for
recommending to the Board the remuneration of the Directors, key managerial personnel and other
employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in accordance
with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity Listing Agreement
and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration
payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the
following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and
Annual performance bonus will be approved by the committee based on the achievement against the
Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration
payable to the Non - Executive Directors of the Company within the overall limits approved by the
shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the
Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in
addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work experience,
competencies as well as their roles and responsibilities in the organization. Individual remuneration shall
be determined within the appropriate grade and shall be based on various factors such as job profile skill
sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

5. OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to contribute to
effective Board performance. Accordingly, members should voluntarily limit their directorships in other
listed public limited companies in such a way that it does not interfere with their role as director of the
company. The NR Committee shall take into account the nature of and the time involved in a director''s
service on other Boards, in evaluating the suitability of the individual Director and making its
recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall be public
limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and not more than 3
listed companies in case he is serving as a whole-time Director in any listed company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than 5 committees
across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder''s relationship
committee of all public limited companies, whether listed or not, shall be included and all other companies
including private limited companies, foreign companies and companies under section 8 of the companies
Act, 2013 shall be excluded.

23. STAKEHOLDERSRELATIONSHIPCOMMITTEE(“SRC”):

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee’s role includes:

i. Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue

of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

Review of adherence to the service standards adopted by the Company in respect of various services
being rendered by the Registrar & Share Transfer Agent;

iii. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the company;

iv. Such other matter as may be specified by the Board from time to time.

v. Authority to review / investigate into any matter covered by Section 178 of the Companies Act, 2013 and
matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:

During the financial year 2024-25, (1) one meeting of the Stakeholders and Relationship Committee
meeting was held on 07.02.2025.

Name	Designation	Category	No. of Meetings held during the tenure	No. of meetings attended
AMr. Prabhakar Reddy Palakolanu	Chairperson	NED (I)	1	1
#Mr. Dharmesh Shantilal Shah	Member	NED (I)	-	-
Mr. Shivashankar Reddy Gopavarapu	Member	NED (I)	1	1
Ms. V. Priya Darshini Lakshmi	Member	ED	1	1
&Mrs. Mounika Pammi	Member	NED (I)	-	-

# resigned w.e.f. 13.08.2024
designed w.e.f., 14.08.2025
&appointed w.e.f., 14.08.2025

NED (I): Non-Executive Independent director
ED: Executive director
NED: Non-Executive director

DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR
2024-25:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / BSE Limited / National Stock Exchange / SCORE and so on	NIL
Number of complaints resolved	NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2025.	NIL
Complaints pending as on March 31,2025.	NIL
Number of Share transfers pending for approval, as on March 31, 2025.	NIL

24. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years
from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore
no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1)
and Section 125(2) of the Act.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the relevant circulars and
amendments thereto, the amount of dividend remaining unpaid or unclaimed for a period of seven years
from the due date is required to be transferred to the Investor Education and Protection Fund (“IEPF”),
constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and therefore
no amount is required to be transferred to Investor Education and Provident Fund under the Section 125(1)
and Section 125(2) of the Act.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,
the Company has in place a Vigil Mechanism/ Whistle Blower policy to report genuine concerns,
grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle Blower policy has posted on
the website of the Company https://www.somapapers.in/.

27. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Company''s
website at https://www.somapapers.in/. This policy deals with the review and approval of related party
transactions.

All related party transactions that were entered into during the financial year were on arm''s length basis and
were in the ordinary course of business. There were no material significant related party transactions made
by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management
which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies
Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of
the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature.
Members may refer to notes to the financial statements which sets out related party disclosures pursuant to
IND AS-24.

28. DEPOSITORY SYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer, except
transmission and transposition, of securities shall be carried out in dematerialized form only with effect from
1st April 2019. In view of the numerous advantages offered by the Depository system as well as to avoid
frauds, members holding shares in physical mode are advised to avail of the facility of dematerialization
from either of the depositories. The Company has, directly as well as through its RTA, sent intimation to
shareholders who are holding shares in physical form, advising them to get the shares dematerialized.

29. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the
SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays
down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor
and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in
Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of
unpublished price sensitive information and code of conduct for the prevention of insider trading is available
on our website (www.somapapers.in). All the Board Members and Senior Management Personnel have
confirmed compliance with the Code.

30. AUDITORS:

A. STATUTORYAUDITORS:

M/s. GMJ & Co, Chartered Accountants, Mumbai (FRN:103429W) were appointed as Statutory Auditors for
5 years in 32nd Annual General Meeting until the conclusion of 37th Annual General Meeting to be held in
the year2028.

Emphasis of Matter

i. The company had written off and written back various amounts in the previous years. However, in the
absence of any documentary evidence and limited information available to us, we are unable to comment on
such write offs and write back in the previous year''s financial statements.

ii. The fact that the Company''s borrowings from various lenders have been settled in 2009-10. However, as
per records in MCA, the charges are still outstanding.

Reply to the Emphasis Matter:

The bank has auctioned the Land, Factory Premises. Plant and Machinery. ‘inventory and other assets lying at
Nasik in Financial Year 2007-08 which was approved by the Debt Recovery Tribunal. Auction proceeds received
by bank has been utilised to repay Bank Cash Credit Liabilities. Debentures with interest. Electricity charges.
deposit given to Labour court for Labour settlement. SICOM Loans and other related expenses. The accounting
of the above transaction has been done in previous years on the basis of communication from bank. No
confirmation from debenture holders, electricity department Sales Tax Authority or Labour court have been
received against the proceeds distributed by Bank

B. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the
company has appointed M/s. GMJ & Associates, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the Financial Year 2024-25 in compliance with the applicable
provisions of the Companies Act,2013.

The Secretarial Audit report is annexed here with as Annexure ‘I'' and forms an integral part to this report.

31. AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to
the Accounts which are self-explanatory and therefore, do not call for any further comments.

As required under Section 204(1) of the Companies Act, 2013 the Company has obtained a Secretarial
Audit Report. The report contains qualifications same are mentioned in the report.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in house Internal Control System, commensurate with the size, scale and complexity of
its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To
maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit
Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedure sand policies of the
Company.

Based on the internal audit function, the company undertakes corrective action in their respective areas and
there by strengthens the control system. Significant audit observations and recommendations along with
the corrective actions thereon are presented to the Audit Committee of the Board.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation 34 (e)
read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015
with the stock exchange in India is annexed herewith as Annexure- II to this report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they
are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgement and without
any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the
purpose of attending meetings of the Board of Directors and Committee(s).

34. CORPORATE GOVERNANCE:

Pursuant to Schedule V of the SEBI(LODR)Regulations, 2015 a Corporate Governance Report is not
applicable to the Company.

35. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company
operates, etc. through familiarization programme. The Company also conducts orientation programme
upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis.
The familiarization programme for Independent Directors is disclosed on the Company''s website
https://www.somapapers.in/ .

36. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided hereunder:

A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate measures have been taken to conserve
energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

37. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at
Workplace. Appropriate reporting mechanisms are in place for ensuring protection against Sexual
Harassment and the right to work with dignity. During the year under review, the Company has not received
any complaints in this regard.

Further, the provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 were not applicable
to the company during the review period.

38. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION
DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
appended as Annexure IV to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the name of
every employee is annexed to this Annual report as Annexure IV.

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above per
annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of
the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.

39. NON- EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the
Company which in the Judgment of the Board may affect the independence of the Directors.

40. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Internal Financial Controls with reference to financial statements as designed and implemented by the
Company are adequate. The Company maintains appropriate system of internal control, including
monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or
disposition. Company policies, guidelines and procedures provide for adequate checks and balances, and
are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for
inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management Discussion
and Analysis Report which is appended as Annexure IV and forms part of this Report.

41. REPORTING OF FRAUDS:

During the Financial Year 2024-25, the Auditors have not reported any matter under section 143(12) of the
Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the
Companies Act, 2013.

42. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company
which occurred between the end of the financial year to which the financial statements relate and the date of
this report.

43. SECRETARIAL STANDARDS:

The Company has devised proper systems and is in the process to ensure compliance with the provisions of
all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and that such
systems are adequate and operating effectively.

44. RISK MANAGEMENT POLICY:

According to the Directors of the Company, elements of risk that could threaten the existence of the
Company are minimal. Hence, no separate risk management policy is formulated by the Company

45. SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

The Company is aware of the importance of environmentally clean and safe operations. The Company''s
policy requires conduct of operations in such a manner, so as to ensure safety of all concerned,
compliances, environmental regulations and preservation of natural resources.

46. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under sub section (1) of Section 148
of the Companies Act, 2013, is not applicable to the Company.

47. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013, the Board
of Directors upon recommendation of the Nomination and Remuneration Committee approved a policy on
Director''s appointment and remuneration, including, criteria for determining qualifications, positive
attributes, independence of a Director and other matters. The said Policy extract uploaded on the
Company''s website at https://www.somapapers.in/ available on our website.

48. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the
Company under the Insolvency and Bankruptcy Code, 2016.

49. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE
COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not
required.

50. STAUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the
affairs of the Company in all respects.

51. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation
of certain policies for all listed companies. All the policies are available on our website
https://www.somapapers.in/.

52. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as
mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee''s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

h) Issue of equity shares with differential rights as to dividend, voting: NA

i) Others:

The Board of Directors, at its meeting held on 07th August 2025 and members at their Extra-Ordinary General
Meeting held on 04.09.2025 have approved the following:

1. Acquisition of 100% Equity Share Capital of KS Smart Solutions Private Limited (“Selling Company”);

2. Issuance of up to 4,87,37,920 (Four Crore Eighty-Seven Lakhs Thirty-Seven Thousand Nine Hundred and
Twenty) Equity Shares of Rs.10/- (Rupees Ten only) each at an issue price of Rs. 10/- (Rupees Ten only) per
equity share, on a preferential basis, for consideration other than cash (i.e., by way of share swap) to the
shareholders of the Selling Company;

3. Issuance of up to 1,66,67,690 (One Crore Sixty-Six Lakhs Sixty-Seven Thousand Six Hundred and Ninety)
Equity Shares of Rs.10/- (Rupees Ten only) each at an issue price of Rs.10/- (Rupees Ten only) per equity
share, on a preferential basis, for consideration in cash to persons forming part of the Non-Promoter Public
Category;

4. Issuance of up to 4,86,67,850 (Four Crore Eighty-Six Lakhs Sixty-Seven Thousand Eight Hundred and
Fifty) Equity Shares of Rs.10/- (Rupees Ten only) each at an issue price of Rs. 20/- (Rupees Twenty only)
per equity share, on a preferential basis, for consideration in cash to persons forming part of the Non¬
Promoter Public Category;

5. Issuance of up to 3,45,94,390 (Three Crore Forty-Five Lakhs Ninety-Four Thousand Three Hundred and
Ninety) Convertible Warrants of Rs. 10/- (Rupees Ten only) each at an issue price of Rs.10/- (Rupees Ten
only) per warrant, on a preferential basis, for consideration in cash to persons forming part of the Non¬
Promoter Public Category;

6. Issuance of up to 1,40,00,000 (One Crore Forty Lakhs) Convertible Warrants of Rs.10/- (Rupees Ten only)
each at an issue price of Rs. 20/- (Rupees Twenty only) per warrant, on a preferential basis, for
consideration in cash to persons forming part of the Non-Promoter Public Category.

Further, the proposed allottees, Mr. Shankar Varadharajan (Acquirer-1) and Mr. Anancha Perumal Selvi
Keshav (Acquirer-2) (hereinafter collectively referred to as the “Acquirers”), along with Mr. Rohan
Ramaswamy (PAC-1), Mr. Subramanyam Venkatesh (PAC-2), and Mr. Seethapathi Vignesh (PAC-3) (PAC-
1, PAC-2, and PAC-3 hereinafter collectively referred to as the “Persons Acting in Concert” / “PACs”), have
triggered the open offer process pursuant to Regulation 3(1) and Regulation 4 of the SEBI (SAST)
Regulations, 2011 via a Public Announcement dated 07th August 2025.

Upon completion of the open offer process, the Acquirers, together with the PACs, shall be classified as
Promoters of the Company, and the existing Promoter and Promoter Group shall be reclassified as Public
Shareholders.

53. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be
implemented.

54. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and
financial institutions.

55. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as
amended from time to time. The Company is committed to fostering a supportive and inclusive work
environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the
applicable statutory requirements.

56. APPRECIATION & ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance
received from the investors, customers, business associates, bankers, vendors, as well as regulatory and
governmental authorities. Your Directors also thanks the employees at all levels, who through their
dedication, co-operation, support and smart work have enabled the company to achieve a moderate growth
and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and other
financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Bankers etc. for their
continued support for the growth of the Company.

For and on behalf of the Board of Directors
For Soma Papers and Industries Limited

Sd/- Sd/-

V. Priya Darshini Lakshmi G. Shiva Shankar Reddy

Place: Hyderabad Whole-Time Director Director

_{Date: 04}.₀₉.₂₀₂₅ (DIN:07803502) (DIN:10039853)

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Mar 31, 2024

We have pleasure in presenting the 33rd Directors’ Report together with the audited
Financial Statements for the year ended 31st March, 2024.

1. FINANCIALHIGHLIGHTS:

(Amount in INR‘000)

Particulars	FY 2023-2024	FY 2022-2023
Revenue from Operations	-	-
Other Income (Including Exceptional Items)	2,152.80	1039.18
TotalRevenue	2,152.80	1039.18
Total Expenses	5,738.89	550.38
Profit Before Tax	(3,586.15)	488.80
Less: Tax Expenses		-
Current Tax	-	-
Earlier Years Tax	0.05	32.42
Deferred Tax	-	-
Profit/(Loss)after Tax	(3,586.15)	456.38
Earning per Equity Share Basic Diluted (in Rs.)	(2.56) (2.56)	0.33 0.33

2. REVIEW OF OPERATIONALREVIEW:

During the Year under the review, the Company has recorded an Income of Rs. 2,152.80
thousands and a net loss of Rs. (3,586.15) thousands as against the Income of Rs. 1039.18
thousands and profit of Rs.456.38 thousands in the previous financial year ending 31.03.2023.

3. DIVIDEND:

In order to conserve cash for the Company’s operations, the Directors do not recommend any
dividend for the year under review.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and
forms part of this Report.

5. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not
proposed to transfer any amount to general reserves account of the company during the year under
review.

The closing balance of reserves, including retained earnings, of the Company as at March, 31st
2024 is Rs.(116.90) Lakhs.

6. CHANGES IN NATURE OF BUSINESS:

During the period under review and the date of Board''s Report there was no change in the nature
of Business.

7. OPEN OFFER:

The erstwhile promoters of the Company viz, Mr. Vikram Somani, Mr. Bharat Krishnakumar
Somani, Somani Vikram HUF, Mrs. Asha Somani , Mrs. Saraswati Somani, SRS Trading &
Agencies Pvt Ltd, Oricon Enterprises Ltd, had entered into a Share Purchase Agreement dated
March 13^th 2024 with Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and
Ms. Anupama Anumala for acquisition of 6,94,130 (Six Lakhs Ninety-Four Thousand One
Hundred and Thirty) Equity Shares, representing 49.50% (Forty Nine point Five Percent) of the
Voting Equity Share Capital of the Target Company at a negotiated price of Rs.5.00/— (Five
Rupees) per Sale Share, aggregating to an amount of Rs. 34,70,650/- (Rupees Thirty-Four Lakhs
Seventy Thousand Six Hundred and Fifty Only).

The said acquisition by Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and
Ms. Anupama Anumala (Acquirers) had triggered the Open Offer in terms of SEBI (SAST)
Regulations, 2011 and accordingly all the due procedure for the Open Offer was followed by the
acquirer including disclosure of Public Announcement, Draft Letter of Offer to SEBI with the
help of the Merchant Banker, CIL Securities Limited, appointed by the Acquirer. After approval
from SEBI, Letter of Offer dated July 04^th, 2024 was sent to all the public shareholders for
tendering their shares @ Rs.5.00 per share as determined by the Registered Valuer.

The Merchant Banker, thereafter submitted Post Offer Public Announcement dated 01.08.2024 on
the successful completion of the open offer.

The Board perused the Announcement dated 01.08.2024 submitted by CIL Securities Limited on
the successful completion of the open offer process, resulting in change of ownership and
management of the Company and invited the new management to take control of the Company
under the guidance of Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and Ms.
Anupama Anumala (Acquirers).

8. SHARE CAPITAL OF THECOMPANY:

The Authorised share capital of the Company as on 31.03.2024 is Rs. 5,00,00,000/- divided into
50,00,000 equity shares of Rs.10/- each.

The Paid up share capital of the Company as on 31.03.2024 is Rs. 1,40,21,500/- divided into
14,02,150 equity shares of Rs.10/- each.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year
ended 31st March,2024 can be accessed on the Company’s website at
https: / / www. somapapers. in/.

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION
OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has no subsidiary Companies/Joint Venture or Associate Company as on 31st
March 2024.

11. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31,
2024 and as such, no amount of principal or interest on public deposits was outstanding as on the
date of the balance sheet.

12. DETAILS OFDEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF
THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,
2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file
with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt
of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans given, guarantees/ securities provided by the Company under Section 186 of
the Companies Act, 2013 during the year under review. The details of Investments made by the
company have been disclosed in the Notes to Accounts of the financial statements.

14. CORPORATESOCIALRESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, were not applicable to the Company for the financial
year ended 31st March, 2024.

15. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:

There were no material Orders passed by Courts/Regulations and Tribunals impacting the going
concern status of the company and its future operations.

16. APPOINTMENT/ RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

A. During the year the following directors were resigned:

Resignation of Mr. Ashish Prakashchandra Gupta as Independent Director w.e.f. 09.01.2024
Resignation of Mr. Dharmesh Shantilal Shah as Independent Director w.e.f. 13.08.2024
Resignation of Mr. Bharat Somani as Managing Director w.e.f. 13.08.2024
Resignation of Mr. Vikram Krishnakumar Somani as Whole-time Director w.e.f. 13.08.2024
Resignation of Ms. Saraswati Somani as Director and CFO w.e.f. 09.01.2024

B. During the year the following directors were appointed:

Appointment of Mr. Shivashankar Reddy Gopavarapu as Independent Director w.e.f. 29.08.2023
Appointment of Mr. Prabhakar Reddy Palakolanu as Independent Director w.e.f. 09.01.2024
Appointment of Ms. Kuntala Rani Roy as Independent Director w.e.f. 13.08.2024
Appointment of Ms. V. Priya Darshini Lakshmi as Whole-time director & CFO w.e.f. 09.01.2024

C. Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the
Directors seeking appointment/re-appointments are given as Annexure A to the notice of the AGM
forming part of this Annual Report.

17. DECLARATIONBYINDEPENDENTDIRECTORS:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of
Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014,
all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs
(IICA), Manesar and have included their names in the databank of Independent Directors within the
statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act
and the Company’s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgement and
without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board of Directors and Committee(s).

18. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the
basis of explanation given by the executives of the Company and subject to disclosures in the Annual
Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made
judgment 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
period;

3. That the Directors have 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

19. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the
Board and Independent Directors with specific focus on the performance and effective functioning of
the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act,
2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given following Forms for evaluation:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Whole-time Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the
Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board of
Directors has informed that the performance of Directors is satisfactory.

20. MEETINGS OF BOARD OF DIRECTORS OF THECOMPANY:

The Board of Directors duly met Nine (09) times during the financial year from 1st April 2023 to 31st
March 2024. The dates on which the meetings were held are 20.05.2023, 25.07.2023, 26.08.2023,
29.08.2023, 16.09.2023, 07.11.2023, 09.01.2024, 12.01.2024 and 08.02.2024 and in respect of which
meetings, proper notices were given and the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose.

Name	Designation	No of Meetings held	No of Meetings attended
#Mr. Bharat Somani	Managing Director	9	9
#Mr.Vikram Krishnakumar Somani	Whole-Time Director	9	9
*Mr. Ashish Prakashchandra Gupta	Independent Director	7	7
*Ms. Saraswati Somani	Director and CFO	7	7
#Mr. Dharmesh Shantilal Shah	Independent Director	9	9
&Mr. Shivashankar Reddy Gopavarapu	Independent Director	5	5
$Mr. Prabhakar Reddy Palakolanu	Independent Director	2	2
$Ms. V. Priya Darshini Lakshmi	Whole-Time Director and CFO	2	2

* resigned w.e.f. 09.01.2024

# resigned w.e.f. 13.08.2024
&appointment w.e.f 29.08.2023
$appointment w.e.f 09.01.2024

(I). Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of II
the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of
Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter alia,
includes:

i. Oversight of the listed entity’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor''s report thereon before
submission to the board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included in the board’s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a 380[public issue or rights issue or
preferential issue or qualified institutions placement], and making appropriate recommendations to
the board to take up steps in this matter;

vii. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;

viii. Approval or any subsequent modification of transactions of the listed entity with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure

coverage and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

xviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.

xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013
and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING
INFORMATION:

i. Management discussion and analysis of financial condition and results of operations;

ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee.

v. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

• During the financial year 2023-24, (4) four meetings of the Audit Committee were held on the
20.05.2023, 25.07.2023, 07.11.2023 and 08.02.2024.

Name	Designation	category	No. of Meetings held during the tenure	No. of meetings attended
$Mr. Prabhakar Reddy P	Chairperson	NED (I)	1	1
#Mr. Vikram Krishnakumar Somani	Member	ED	4	4
#Mr. Dharmesh Shantilal Shah	Member	NED (I)	4	4
*Mr. Ashish Prakashchandra Gupta	Chairperson	NED (I)	3	3
##Ms. Kuntala Rani Roy	Member	NED (I)	--	--
$Ms. V. Lakshmi Priya Darshini	Member	ED	1	1

## appointed w.e.f 13.08.2024

* resigned w.e.f. 09.01.2024

# resigned w.e.f. 13.08.2024
$appointment w.e.f 09.01.2024

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

iv. Devising a policy on diversity of board of directors;

v. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors their
appointment and removal.

vi. Whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors.

vii. Recommend to the board, all remuneration, in whatever form, payable to senior management.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING
THE YEAR:

During the financial year 2023-24, (4) Four meetings of the Nomination and Remuneration Committee
were held on the 20.05.2023, 29.08.2023, 09.01.2024 and 08.02.2024.

Name	Designation	category	No. of Meetings held during the tenure	No. of meetings attended
$Mr. Prabhakar Reddy P	Member	NED (I)	1	1
*Ms. Saraswati Somani	Member	NED	3	3
#Mr. Dharmesh Shantilal Shah	Chairperson	NED (I)	4	4
*Mr. Ashish Prakash chandra Gupta	Chairperson	NED (I)	3	3
##Ms. Kuntala Rani Roy	Chairperson	NED (I)	--	--

&Mr. G.	Member	NED (I)	2	2
Shivashankar
Reddy

## appointed w.e.f 13.08.2024

* resigned w.e.f. 09.01.2024

# resigned w.e.f. 13.08.2024
$appointment w.e.f 09.01.2024
&appointment w.e.f 29.08.2023

NED (I): Non-Executive Independent director
NED: Non-Executive director

C.PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head
“Board Evaluation” in Directors’ Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’
INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the independence of
Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with
the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3. Policy:

3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis,
appropriate skills, knowledge and experience required of the Board as a whole and its individual
members. The objective is to have a board with diverse background and experience that are relevant
for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into
account factors, such as:

• General understanding of the Company’s business dynamics, global business and social
perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities
effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member,
the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior Management
personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other
association of individuals including his shareholding at the first meeting of the Board in every
financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013,
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of
having a group that best enables the success of the Company’s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at
time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall
re-assess determinations of independence when any new interest or relationships are disclosed by a
Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing Director
or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise

and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate companyor

member of the promoter group of the listed entity;

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate
company;

iv. who, apart from receiving director''s remuneration, has or had no material pecuniary relationship
with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors,
during the three immediately preceding financial years or during the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company
during the three immediately preceding financial years or during the current financial year of face

value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its
holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or
directors, in excess of such amount as may be specified during the three immediately preceding
financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any third
person to the listed entity, its holding, subsidiary or associate company or their promoters or
directors, for such amount as may be specified during the three immediately preceding financial
years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or
associate company amounting to two percent or more of its gross turnover or total income:
Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary
or associate company or their promoters, or directors in relation to points (A) to (D) above shall not
exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount
as may be specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee of the
listed entity or its holding, subsidiary or associate company or any company belonging to the
promoter group of the listed entity, in any of the three financial years immediately preceding the
financial year in which he is proposed to be appointed:

Provided that in case of a relative, who is an employee other than key managerial personnel, the
restriction under this clause shall not apply for his / her employment.

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed, of —

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its
holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding,
subsidiary or associate company amounting to ten per cent or more of the gross turnover of such
firm;

c. holds together with his relatives two per cent or more of the total voting power of the listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that receives
twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters,
directors or its holding, subsidiary or associate company or that holds two per cent or more of the
total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non¬
Independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in
Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board Performance Accordingly, members should voluntarily limit their
Directorships in other listed public limited companies in such a way that it does not interfere with
their role as Director of the Company. The NR Committee shall take into account the nature of, and
the time involved in a Director service on other Boards, in evaluating the suitability of the individual
Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10
shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not
more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5
committees across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s
relationship committee of all public limited companies, whether listed or not, shall be included and
all other companies including private limited companies, foreign companies and companies under
Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their performance,
recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the
Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for
recommending to the Board the remuneration of the Directors, key managerial personnel and other
employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in
accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity
Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the
remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall
include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non - Executive Directors of the Company within the overall limits
approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board
and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related
commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work experience,
competencies as well as their roles and responsibilities in the organization. Individual
remuneration shall be determined within the appropriate grade and shall be based on various
factors such as job profile skill sets, seniority, experience and prevailing remuneration levels
for equivalent jobs.

5. OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance. Accordingly, members should voluntarily limit their
directorships in other listed public limited companies in such a way that it does not interfere with
their role as director of the company. The NR Committee shall take into account the nature of and
the time involved in a director’s service on other Boards, in evaluating the suitability of the
individual Director and making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall be
public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and not more
than 3 listed companies in case he is serving as a whole-time Director in any listed company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than 5
committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s
relationship committee of all public limited companies, whether listed or not, shall be included and all
other companies including private limited companies, foreign companies and companies under section
8 of the companies Act, 2013 shall be excluded.

23. STAKEHOLDERSRELATIONSHIPCOMMITTEE(“SRC”):

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee’s role includes:

i. Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent;

iii. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company;

iv. Such other matter as may be specified by the Board from time to time.

v. Authority to review / investigate into any matter covered by Section 178 of the Companies Act,
2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING
THE YEAR:

During the financial year 2023-24, (1) one meeting of the Stakeholders and Relationship Committee
meeting was held on 13.02.2024.

Name	Designation	category	No. of Meetings held	No. of meetings attended
$Mr. Prabhakar Reddy Palakolanu	Chairperson	NED (I)	1	1
*Ms. Saraswati Somani	Member	NED	--	--
#Mr. Dharmesh Shantilal Shah	Member	NED (I)	1	1
*Mr. Ashish Prakashchandra Gupta	Chairperson	NED (I)
&Mr. Shivashankar Reddy Gopavarapu	Member	NED (I)	1	1
$Ms. V. Priya Darshini Lakshmi	Member	NED	1	1

* resigned w.e.f. 09.01.2024

# resigned w.e.f. 13.08.2024
&appointment w.e.f 29.08.2023
$appointment w.e.f 09.01.2024

NED (I): Non-Executive Independent director
ED: Executive director
NED: Non-Executive director

DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING
DURING THE YEAR 2023-24:

NUMBER OF COMPLAINTS	NUMBER
Number of complaints received from the investors comprising non-receipt of securities sent for transfer and transmission, complaints received from SEBI / Registrar of Companies / Bombay Stock Exchange / National Stock Exchange / SCORE and so on	NIL
Number of complaints resolved	NIL
Number of complaints not resolved to the satisfaction of the investors as on March 31, 2024.	NIL
Complaints pending as on March 31, 2024.	NIL
Number of Share transfers pending for approval, as on March 31, 2024.	NIL

24. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed
for a period of seven years from the due date is required to be transferred to the Investor Education
and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund under
the Section 125(1) and Section 125(2) of the Act.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed
for a period of seven years from the due date is required to be transferred to the Investor Education
and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund under
the Section 125(1) and Section 125(2) of the Act.

26. VIGILMECHANISM/WHISTLEBLOWERPOLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015, the Company has in place a Vigil Mechanism/ Whistle Blower policy to report
genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle
Blower policy has posted on the website of the Company https://www.somapapers.in/.

27. RELATEDPARTYTRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on
Company’s website at https://www.somapapers.in/. This policy deals with the review and approval
of related party transactions.

All related party transactions that were entered into during the financial year were on arm’s length
basis and were in the ordinary course of business. There were no material significant related party
transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the
Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III which forms part
of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior
approval of the Audit Committee was obtained for the transactions which are foreseen and are in
repetitive in nature. Members may refer to note no. 25 to the financial statements which sets out
related party disclosures pursuant to IND AS-24.

28. DEPOSITORYSYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer,
except transmission and transposition, of securities shall be carried out in dematerialized form only
with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system
as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility
of dematerialization from either of the depositories. The Company has, directly as well as through its
RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the
shares dematerialized.

29. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the
Company lays down guidelines and procedures to be followed, and disclosures to be made while
dealing with shares of the Company, as well as the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the
highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of
insider trading is available on our website (www.somapapers.in). All the Board Members and Senior
Management Personnel have confirmed compliance with the Code.

30. AUDITORS:

A. STATUTORYAUDITORS:

M/s. GMJ & Co, Chartered Accountants, Mumbai (FRN:103429W) were appointed as Statutory
Auditors for 5 years in 32nd Annual General Meeting until the conclusion of 37th Annual General
Meeting to be held in the year 2028.

Emphasis of Matter

i. The company had written off and written back various amounts in the previous years. However, in
the absence of any documentary evidence and limited information available to us, we are unable to
comment on such write offs and write back in the previous year’s financial statements.

ii. The fact that the Company’s borrowings from various lenders have been settled in 2009-10.
However, as per records in MCA, the charges are still outstanding.

Reply to the Emphasis Matter:

The bank has auctioned the Land, Factory Premises. Plant and Machinery. ‘inventory and other
assets lying at Nasik in Financial Year 2007-08 which was approved by the Debt Recovery
Tribunal. Auction proceeds received by bank has been utilised to repay Bank Cash Credit
Liabilities. Debentures with interest. Electricity charges. deposit given to Labour court for Labour
settlement. SICOM Loans and other related expenses. The accounting of the above transaction has
been done in previous years on the basis of communication from bank. No confirmation from
debenture holders, electricity department Sales Tax Authority or Labour court have been received
against the proceeds distributed by Bank

B. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made
thereunder, the company has appointed M/s. GMJ & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the Financial Year 2023-24 in compliance with
the applicable provisions of the Companies Act,2013.

The Secretarial Audit report is annexed here with as Annexure ‘I’ and forms an integral part to this
report.

31. AUDITORS REPORT/SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealt with in the
Notes to the Accounts which are self-explanatory and therefore, do not call for any further
comments.

As required under Section 204(1) of the Companies Act, 2013 the Company has obtained a
Secretarial Audit Report. The report of Secretarial Auditors contains Qualifications regarding:

• The entries for sharing UPSI with internal officers related to financial result is not recorded in
SDD system also details regarding received time of UPSI are not recorded correctly during the
quarter ended 31^st December, 2023.

• The Company has not submitted the outcome of Board Meeting within 30 Minutes from the
conclusion of the Board Meeting dated 8^th February, 2024 conducted to consider and approved the
Unaudited Financial Results of the Company for the quarter ended on 31^st December, 2023.

• The Company has not complied with Regulation 47pertaining to:

a. publishing of financial results in newspapers;

b. notices given to shareholders by advertisement.

The Board taken measures to address the observations addressed by the Secretarial Auditor.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in house Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is defined by
the Audit Committee. To maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedure
sand policies of the Company.

Based on the internal audit function, the company undertakes corrective action in their respective
areas and there by strengthens the control system. Significant audit observations and
recommendations along with the corrective actions thereon are presented to the Audit Committee
of the Board.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation
34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- IV to this
report.

In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation, which exists or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board of Directors and Committee(s).

34. CORPORATEGOVERNANCE:

Pursuant to Schedule V of the SEBI(LODR)Regulations, 2015 a Corporate Governance Report is
required to be attached to the Directors Report; however, the same is not applicable to the Company.

35. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with
the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, etc. through familiarization programme. The Company also conducts orientation
programme upon induction of new Directors, as well as other initiatives to update the Directors on a
continuing basis. The familiarization programme for Independent Directors is disclosed on the
Company’s website https://www.somapapers.in/ .

36. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided
hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve
energy wherever possible by using energy efficient computers and purchase of energy efficient
equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

37. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORKPLACE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace. Appropriate reporting mechanisms are in place for ensuring protection
against Sexual Harassment and the right to work with dignity. During the year under review, the
Company has not received any complaints in this regard.

Further, the provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
were not applicable to the company during the review period.

38. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS
OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER
RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as Annexure V (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the
name of every employee is annexed to this Annual report as Annexure V (b).

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above
per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section
197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

39. NON- EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions
with the Company which in the Judgment of the Board may affect the independence of the Directors.

40. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Internal Financial Controls with reference to financial statements as designed and implemented by
the Company are adequate. The Company maintains appropriate system of internal control, including
monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or
disposition. Company policies, guidelines and procedures provide for adequate checks and balances,
and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for
inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management
Discussion and Analysis Report which is appended as Annexure IV and forms part of this Report.

41. REPORTING OF FRAUDS:

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12)
of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of
the Companies Act, 2013.

42. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the
Company which occurred between the end of the financial year to which the financial statements
relate and the date of this report.

43. SECRETARIAL STANDARDS:

The Company has devised proper systems and is in the process to ensure compliance with the
provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.

44. RISKMANAGEMENTPOLICY:

According to the Directors of the Company, elements of risk that could threaten the existence of
the Company are minimal. Hence, no separate risk management policy is formulated by the
Company

45. SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

The Company is aware of the importance of environmentally clean and safe operations. The
Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all
concerned, compliances, environmental regulations and preservation of natural resources.

46. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under sub section (1) of
Section 148 of the Companies Act, 2013, is not applicable to the Company.

47. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013,
the Board of Directors upon recommendation of the Nomination and Remuneration Committee
approved a policy on Director’s appointment and remuneration, including, criteria for determining
qualifications, positive attributes, independence of a Director and other matters. The said Policy
extract uploaded on the Company’s website at https://www.somapapers.in/ available on our website.

48. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in then name
of the Company under the Insolvency and Bankruptcy Code, 2016.

49. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not
required.

50. STAUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard
to the affairs of the Company in all respects.

51. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our website
https ://www. s omapapers. in/.

52. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as
mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee’s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

h) Issue of equity shares with differential rights as to dividend, voting: NA

53. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to
be implemented.

54. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENTANDVALUATIONWHILEAVAILINGLOANFROMBANKSANDFINA
NCIALINSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and
financial institutions.

55. APPRECIATION& ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance
received from the investors, customers, business associates, bankers, vendors, as well as regulatory
and governmental authorities. Your Directors also thanks the employees at all levels, who through
their dedication, co-operation, support and smart work have enabled the company to achieve a
moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and
other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Bankers etc.
for their continued support for the growth of the Company.

For and on behalf of the Board of Directors
For Soma Papers and Industries Limited

Sd/- Sd/-

Place: Mumbai V. Priya Darshini G.Shiva Shankar

Date: 13.08.2024 Lakshmi Reddy

Whole-Time Director Director

(DIN:07803502) (DIN:10039853)

---

Mar 31, 2014

TO THE MEMBERS

The directors are pleased to present their Twenty Third annual report together with audited statement of accounts, for the year ended March 31, 2014.

OPERATIONS

Your company had to stop its manufacturing activities w.e.f. August 4, 2004, as the same had become totally unviable. It has incurred Loss of Rs. 12.41 Lac during the year under review as against Loss of Rs. 16.61 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 831.98 Lac has been carried to the Balance Sheet.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2014 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2014 are attached herewith as required under section 212 of the Companies Act, 1956.

DIRECTORS

Shri G.S. Manasawala, Director (DIN:01267114) retires by rotation and being eligible offers himself for reappointment.

Shri K.G.Gupta, Director (DIN:00997067), retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2014.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company up to the conclusion of the ensuing Annual General. They have expressed their inability to continue as Auditors for forthcoming year due to threshold limit of audits. We have received a notice from a shareholder to appoint M/s .Dharmesh Shah & Co as statutory auditors. You are requested to appoint them.

AUDITORS REPORT – DIRECTORS COMMENTS

In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors had no other option except to close down the factory. Hence the auditor''s qualifications are matters of facts.

1. Regarding non-provision of interest on sales tax loan from SICOM Ltd., your directors want to present that as per the Securitization and Reconstruction of Financial Assets and Enforcement of Security Interest Act (SARFAESI) all secured liabilities have to be cleared from receipt of amount by auction. Hence, no further provision on account of interest has been made in the books.

2. Regarding direct disbursement of funds by bank on our behalf out of auction proceeds, we were able to get some information. Yet at best these figures have to be considered as tentative since no details have been given to us by bank. Further, we inform that bank has never consulted us about disbursement made for labour payments or payment to the Maharashtra State Electricity Board (MSEB), (an unsecured creditor).

3. As mentioned above, MSEB dues have been settled by bank.

4. Regarding unsecured creditors M/s. I. B. Enterprises, bank has settled the claim directly without any consent or agreement of the Company.

5. Regarding Bank liabilities, Bank has not provided any details regarding how bank liabilities has been settled by bank themselves.

6. The ensuing case before the Debts Recovery Appellate Tribunal (DRAT) at Mumbai has resulted in the Honorable Judge passing an Order setting aside the sale of movable and immovable assets by Bank of India owned by the Company. However, the alleged purchaser has appealed to the higher court and the case is now pending before the Bombay High Court.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state

1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of company''s assets.

ENERGY COSERVATION ETC

The particular for energy conservation etc. are nil in view of closure to company''s activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

DIRECTORS REMUNERATION

The directors have taken remuneration if any, during the last year has been detailed in Statement of Affairs.

COMPLIANCE CERTFICATE

The compliance certificate pursuant to Sub-section (1) of Section 383A of the Companies Act, 1956 issued by the Companies Secretaries, M/s GMJ & ASSOCIATES is annexed hereto and forms part of this report.

By order of the board of directors

BHARAT SOMANI (DIN 00286793) Mumbai, May 31, 2014 Executive Director

---

Mar 31, 2013

TO THE MEMBERS

The directors are pleased to present their Twenty Second annual report together with audited statement of accounts, for the year ended March 31,2013.

OPERATIONS

Your company had to stop its manufacturing activities w.e.f. August 4, 2004, as the same had become totally unviable. It has incurred Loss of Rs. 16.61 Lac during the year under review as against Loss of Rs. 22.15 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 819.29 Lac, has been carried to the Balance Sheet.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2013 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2013 are attached herewith as required under section 212 of the Companies Act, 1956.

DIRECTORS

Shri Vikram Somani, Director retires by rotation and being eligible offers himself for reappointment. Shri Bharat Somani, Director, retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2013.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company up to the conclusion of the ensuing Annual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors had no other option except to close down the factory. Hence the auditor''s qualifications are matters of facts.

1. Regarding non-provision of interest on sales tax loan from SICOM, your directors want to present that as per the SURFAESI Act all secured liabilities have to be cleared from receipt of amount by auction. Hence, no further provision on account of interest has been made in the books.

2. Regarding direct disbursement of funds by bank on our behalf out of auction proceeds, we were able to get some information. Yet at best these figures have to be considered as tentative since no details have been given to us by bank. Further, we inform that bank has never consulted us about disbursement made for labour payments or payment to the MSEB (an unsecured creditor).

3. As mentioned above, MSEB dues have been settled by bank.

4. Regarding unsecured creditors M/s. I. B. Enterprises, bank has settled the claim directly without any consent or agreement of the Company.

5. Regarding Bank liabilities, Bank has not provided any details regarding how bank liabilities has been settled by bank themselves.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2 A A) of the Companies Act, 1956 the directors would like to state

1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of company''s assets.

ENERGY COSERVATION ETC

The particular for energy conservation etc. are nil in view of closure to company''s activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

SAD DEMISE OF K.K. SOMANI

It was with deep regret noting the sad demise of Shri Krishna Kumar Somani. Shri Krishna Kumar Somani was the Chairman of the Company since the inception. He left for his heavenly abode on 9* April, 2012. The Stock Exchange, SEBI and relevant authorities have been informed accordingly.

DIRECTORS REMUNERATION

The directors have taken remuneration if any, during the last year has been detailed in Statement of Affairs.

COMPLIANCE CERTFICATE

The compliance certificate pursuant to Sub-section (1) of Section 383A of the Companies Act, 1956 issued by the Companies Secretaries, M/s GMJ & ASSOCIATES is annexed hereto and forms part of this report.

By order of the board of directors

BHARAT SOMANI Mumbai,

May 31, 2013

Executive Director

---

Mar 31, 2012

The directors are pleased to present their Twenty First annual report together with audited statement of accounts, for the year ended March 31,2012.

OPERATIONS

Your company had to stop its manufacturing activities w.e.f. August 4, 2004, as the same had become totally unviable. It has incurred Loss of Rs. 22.15 Lac during the year under review as against Profit of Rs. 51.46 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 802.68 Lac, has been carried to the Balance Sheet.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2012 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2012 are attached herewith as required under section 212 of the Companies Act, 1956.

DIRECTORS

Shri K G Gupta, Director retires by rotation and being eligible offers himself for reappointment.

Shri G S Manasawala, Director, retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2012.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company upto the conclusion of the ensuing Annual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors had no other option except to close down the factory. Hence the auditor''s qualifications are matters of facts.

1. Regarding non-provision of interest on sales tax loan from SICOM, your directors want to present that as per the SURFAESI Act all secured liabilities have to cleared from receipt of amount by auction. Hence, no further provision on account of interest has been made in the books.

2. Regarding direct disbursement of funds by bank on our behalf out of auction proceeds, we were able to get some information. Yet at best these figures have to be considered as tentative since no details have been given to us by bank. Further, we infirm that bank has never consulted us about disbursement made for labour payments or payment to the MSEB (an unsecured creditor).

3. As mentioned above, MSEB dues have been settled by bank; MSEB continues to press charges in the court and obtained a decree for Rs.16.81 lacs along with interest @ 6% p.a. from September, 2006. We do not know which is correct.

4. Regarding unsecured creditors M/s. I. B. Enterprises, bank has settled the claim directly without any consent or agreement of the Company.

5. Regarding Bank liabilities, Bank has not provided any details regarding how bank liabilities has been settled by bank themselves.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state

1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of company''s assets.

ENERGY COSERVATION ETC

The particular for energy conservation etc. are nil in view of closure to company''s activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

SAD DEMISE OF K.K. SOMANI

It was with deep regret noting the sad demise of Shri Krishna Kumar Somani. Shri Krishna Kumar Somani was the Chairman of the Company since the inception. He left for his heavenly abode on 9th April, 2012. The Stock Exchange, SEBI and relevant authorities have been informed accordingly.

DIRECTORS REMUNERATION

The directors have taken remuneration if any, during the last year has been detailed in Statement of Affairs.

COMPLIANCE CERTFICATE

The compliance certificate pursuant to Sub-section (1) of Section 383A of the Companies Act, 1956 issued by the Companies Secretaries, M/s P.Maheshwary & Associates is annexed hereto and forms part of this report.

By order of the board of directors

BHARAT SOMANI

Mumbai, September 4, 2012 Executive Director

---

Mar 31, 2011

The directors are pleased to present their Twentith annual report together with audited statement of accounts, for the year ended March 31,2011.

OPERATIONS

Your company had to stop its manufacturing activities w.e.f. August 4, 2004, as the same had become totally unviable. It has incurred Profit of Rs. 51.46 Lac during the year under review as against Loss of Rs. 0.84 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 780.54 Lac, has been carried to the Balance Sheet.

During the year, Company has recovered Rs.34.51 Lacs from GTC, which was written off in earlier years. The company also recovered interest on the same from GTC.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2011 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2011 are attached herewith as required under section 212 of the Companies Act, 1956.

DIRECTORS

Shri K.G. Gupta, Director, retires by rotation and being eligible

offers himself for re-appointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2011.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company up to the conclusion of the ensuing Annual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT – DIRECTORS COMMENTS In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors had no other option except to close down the factory. Hence the auditor''s qualifications are matters of facts.

1. Regarding non-provision of interest on sales tax loan from SICOM, your directors want to present that as per the SURFAESI Act all secured liabilities have to cleared from receipt of amount by auction. Hence ,no further provision on account of interest has been made in the books.

2. Regarding direct disbursement of funds by bank on our behalf out of auction proceeds, we were able to get some information. Yet at best these figures have to be considered as tentative since no details has been given to us by bank. Further, we infirm that bank has never consulted us about disbursement made for labor payments or payment to the MSEB (an unsecured creditors).

3. As mentioned above, MSEB dues has been settled by bank, MSEB continues to press charges in the court and obtained a decree for Rs.16.81 lacs along with interest @ 6% p.a. from September, 2006. We do not know which is correct.

4. Regarding unsecured creditors M/s. I. B. Enterprises, bank has settled the claim directly without any consent or agreement of the Company.

5. Regarding Bank liabilities, Bank has not provided any details regarding how bank liabilities has been settled by bank themselves.

DIRECTORS RESPONSIBILTY STATEMENT In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state :- 1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of company''s assets.

ENERGY COSERVATION ETC.

The particular for energy conservation etc. are nil in view of closure to company''s activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

DIRECTORS REMUNERATION

The Directors having working without any remuneration for last many years. Hence they have proposed nominal remuneration to all executive directors for their time and involvement giving to the Company.

COMPLIANCE CERTFICATE

The compliance certificate issued by the Companies Secretaries, M/s GMJ Associates is annexed hereto.

By order of the Board of Directors

Mumbai, K. K. SOMANI

August 27,2011 Chairman

---

Mar 31, 2010

TO THE MEMBERS

The directors are pleased to present their Nineteenth annual report together with audited statement of accounts, for the year ended March 31,2010.

OPERATIONS

Your company had to stop its manufacturing activities w.e.f. August 4, 2004, as the same had become totally unviable. It has incurred Loss of Rs. 0.84 Lac during the year under review as against Profit of Rs. 23.14 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 832.00 Lac, has been carried to the Balance Sheet.

NET WORTH

Your company being a sick industrial undertaking on the basis of its negative net worth as on March 31, 2004 had made reference to the Board for Financial Reconstruction under SICA 1985.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2010 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2010 are attached herewith as required under section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The union of company''s workmen had filed a complaint in the Nashik Industrial Court against the closure of factory. The company has noticed its inability to continue manufacturing operations in view of unviable operations as the same are not commercially viable.

DIRECTORS

Shri K G Gupta, Director, retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2010.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company upto the conclusion of the ensuing Annual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors had no other option except to close down the factory. Hence the auditors'' qualifications are matters of facts.

Regarding non-provision of interest on cash credit facility and interest in sales tax loan from SICOM, your directors want to present that as per the SURFAESI Act all secured liabilities have to cleared from receipt of amount by auction. Hence, no further provision on account of interest has been made in the books.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state :- 1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of company''s assets.

ENERGY COSERVATION ETC.

The particular for energy conservation etc. are nil in view of closure to company''s activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

COMPLIANCE CERTFICATE

The compliance certificate dated AUG 28, 2010 issued by the Companies Secretaries, M/s P.Maheshwary & Associates is annexed hereto.

By order of the board of directors

K.K.SOMANI Chairman

Mumbai, August 28,2010

---

Mar 31, 2008

The directors are pleased to present their seventeenth annual re- port together with audited statement of accounts, for the year ended March 31,2008.

OPERATIONS

Your company had to stopped its manufacturing activities w.e.f. August 4, 2004, as the same have become totally unviable. It has incurred loss of Rs. 21.64 Lac during the year under review as against Rs. 41.65 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 868.30 Lac, has been carried to the Balance Sheet.

NET WORTH

Your company being a sick industrial undertaking on the basis of its negative net worth Rs. on March 31, 2004 had made reference to the Board for Financial Reconstruction under SICA 1985. The lead bankers on behalf of consortium of bank took possession of assets at Nasik and issued a notice under SARFAESI ACT that they propose to dispose off the assets directly without waiting for BIFR proceedings in the last year. Subsequently they auctioned it.

The Banks has also started to repay the liabilities such as secured debentures etc, out of the auction money, however, since the com- pany has filed the appeal, no entry has been passed in the books of accounts.

Since the bank has taken above steps without considering the Company at various stages as per the requirement of law, your Company has appealed to Debt Recovery Tribunal (DRT) and filed application before Debt Recovery Tribunal as per the direction given by High Court.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2008 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary com- pany M/S VECRON INDUSTRIES LTD. for the year ended March 31,2008 are attached herewith as required under section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The union of companys workmen has filed a complaint in the Nashik Industrial Court against the closure of factory. The company has noticed its inability to continue manufacturing operations in view of unviable operations as the same are not commercially viable.

DIRECTORS

Shri Bharat Somani, Executive Director, retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2008.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company upto the conclusion of the ensuing An- nual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continuos past losses sustained by the company and it being very difficult to revive manufacturing operations, your direc- tors have no other option except to close down the factory Hence the auditors qualifications are matters of facts.

Regarding non-provision of interest on cash credit facility and inter- est in sales t3x loan from SICOM, your directors want to present that as per the SURFAESI Act all secured liabilities have to cleared from receipt of amount by auction before issuing balance certifi- cate. Hence, no further provision on account of interest has been made in the books.

DIRECTORS RESPONSIBILTY STATEMENT

in terms of Section 217 (2AA) or the Companies Act, 1956 the di- rectors would like to state :-

1. that in the preparation of annual accounts, the applicable ac- counting standards had been followed along with proper ex- planation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent and 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 loss of the company for the year under review.

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of companys assets.

ENERGY CONSERVATION ETC.

The particular for energy conservation etc. are nil in view of closure to companys activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

COMPLIANCE CERTFICATE

The compliance certificate dated the Companies Secretaries, M/s P.Maheshwary & Associates is annexed hereto.

By order of the board of directors

K.K.SOMANI Chairman Mumbai,July 28,2008

---

Mar 31, 2007

The directors are pleased to present their sixteenth annual report together with audited statement of accounts, for the year ended March 31,2007.

OPERATIONS

Your company had to stopped its manufacturing activities w.e.f. August 4, 2004, as the same have become totally unviable. It has incurred loss of Rs. 41.65 Lac during the year under review as against Rs. 41.52 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 846.66 Lac, has been carried to the Balance Sheet.

NET WORTH

Your company being a sick industrial undertaking on the basis of its negative net worth as on March 31, 2004 has already made reference to the Board for Financial Reconstruction under SICA 1985. The lead bankers on behalf of consortium of bank has taken possession of assets at Nasik and issued a notice under SARFAESI ACT that they propose to dispose off the assets directly without waiting for BIFR proceedings in the last year. In the same line bank has taken the possession of the assets and have subsequently auctioned it.

Since the bank has taken above steps without informing the Company as per the requirement of law, your Company has obtained stay from the court and filed revision application before Debt Recovery Tribunal. The matter is with the court.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2007 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2007 are attached herewith as required under section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The union of companys workmen has filed a complaint in the Nashik Industrial Court against the closure of factory. The company has noticed its inability to continue manufacturing operations in view of unviable operations as the same are not commercially viable.

DIRECTORS

Shri Bharat Somani, Executive Director, retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2007.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company upto the conclusion of the ensuing Annual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continues past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors have no other option except to close down the factory. Hence the auditors qualifications are matters of facts.

Regarding non-provision of interest on cash credit facility and interest in sales tax loan from SICOM, your directors want to present that the above matters are on the verge for settlement with the banks and financial institutions. By considering the chances of waiver of interest, provision for the same has not been made in the books of accounts.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state :-

1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding, the assets of the company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of companys assets.

ENERGY COSERVATION ETC.

The particular for energy conservation etc. are nil in view of closure to companys activities from August 4,2004.

PARTICULARS OF EMPLOYEES

of the Companies Act, 1956, are Nil.

COMPLIANCE CERTFICATE

The compliance certificate dated 31st Aug,2007 issued by the Companies Secretaries, M/s P.Maheshwary & Associates is annexed hereto.

By order of the board of directors

Mumbai, K. K. SOMANI August 31,2007 Chairman

---

Mar 31, 2006

ANNUAL REPORT 2005-2006

DIRECTORS' REPORT

TO THE MEMBERS

Your directors are pleased to present their fourteenth annual report together with audited statement of accounts, for the year ended March 31, 2006.

OPERATIONS

Your company has stooped its manufacturing activities w.e.f. August 4, 2004, as the same have become totally unviable. It has incurred loss of Rs. 41.52 Lac during the year under review as against Rs. 278.36 Lac in the previous year. The balance in the Profit & Loss Account, being loss of Rs. 805.01 Lac, has been carried to the Balance Sheet.

NET WORTH

Your company being a sick industrial undertaking on the basis of its negative net worth as on March 31, 2004 has already made reference to the Board for Financial Reconstruction under SICA 1985. Subsequently, the lead tinkers on behalf of consortium of bank has taken possession of assets at Nasik and issued notice under SARFAESI ACT that they propose to dispose off the assets directly without waiting for BIFR proceedings. Alternatively, they have asked the promoters to sell of the assets and settle their dues. Negotiations for this matter are going on.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31, 2006 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31, 2006 are attached herewith as required under section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The union of company's workmen has filed a complaint in the Nashik Industrial Court against the closure of factory. The company has announced its inability to continue manufacturing operations in view of unviable operations.

DIRECTORS

Shri Vikram Somani retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31, 2006.

INSURANCE

All the properties & insurable interests of the company have been adequately insured by the company.

AUDITORS

M/S Jain Maheshwary & Company, Mumbai, who hold office as auditors of your company upto the conclusion of the ensuing Annual General Meeting, are available as auditors of your company for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continuous past losses sustained by the company and it being very difficult to revive manufacturing operations, your directors have no other option except to close down the factory. Hence the auditors' qualifications are matters of facts.

Regarding non-provision of interest on cash credit facility and interest in sates tax. loan from SICOM, your directors wants to present that the above matters are on the verge for settlement with the banks and financial institutions. By considering the chances of waiver of interest, provision for the same has not been made in the books of accounts.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state :

1. That in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. That the directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. That the directors had prepared the annual accounts on a going concern basis pending proper valuation of company's assets.

ENERGY CONSERVATION ETC.

The particular for energy conservation etc. are nil in view of closure to company's activities from August 4, 2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of the Companies Act, 1956, are Nil.

COMPLIANCE CERTIFICATE

The compliance certificate dated August 16, 2006 issued by the Companies Secretaries, M/s P.Maheshwari & Associates is annexed hereto.

By order of the board of directors

K.K.SOMANI Mumbai, August 30, 2005 Chairman

COMPLIANCE CERTIFICATE

(Under Proviso to Sub-Section (1) of Section 383 A)

Registration No. : 11-64085 of 1991 Nominal Capital : Rs.5,00,00,000/- Paid-up Capital : Rs.1,40,21,500/-

To The Members, SOMA PAPERS & INDUSTRIES LIMITED

I have examined the registers, records, books and papers of SOMA PAPERS & INDUSTRIES LIMITED having its registered office at G.D. Somani Marg, Panchak, Nashik Road - 422 101 as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the company for the financial year ended on 31st March, 2006. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents. I certify that in respect of the aforesaid financial year :

01. The company has kept and maintained all registers as stated in Annexure 'A' to this certificate as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.

02. The Company has filed the forms and returns as stated in Annexure 'B' to this certificate with the Registrar of Companies, Maharashtra, Mumbai beyond the time prescribed under the Act and the rules made thereunder.

03. The company is a public limited company and hence comments are not

required.

04. The Board of Directors duly met 5 times on 28.04.2005, 22.08.2005, 5.09.2005, 18.11.2005, and 15.02.2006 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

05. The company has closed its Register of Members on 23rd December, 2005 to 27th December 2005 and necessary compliance of Section 154 of the Act has been made.

06. The Annual General Meeting for the financial year ended on 31st March, 2005 was held on 30th December, 2005 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

07. No extra ordinary general meeting was held during the financial year under scrutiny.

08. The company has not advanced any loan to its Directors and/or persons or firms or companies referred to in Section 295 of the Act.

09. No contracts were entered during the year attracting the provisions of Section 297 of the Act.

10. The company was riot required to make any entry in the register maintained under Section 301 of the Act.

11. As there were no instances failing within the purview of Section 314 of the Act, the company has not obtained any approvals from the Board of Directors, members or Central Government. 12. The company did not issue any duplicate share certificates during the financial year under scrutiny.

13. The company has :

i. Delivered all the certificates on lodgment thereof for transfer of shares in accordance with the provisions of the Act.

ii. Not deposited any amount in a separate Bank Account as no dividend was declared during the financial year.

iii. Not posted warrants to any member of the company as no dividend was declared during the financial year.

iv. No amounts unpaid in dividend account, application money due for refund, matured deposit, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years and hence transferring of the same to the Investor Education and Protection Fund does not arise,

v. Duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the company is duly constituted and there was no appointment of directors, additional directors, alternate directors and directors to fill casual vacancy during the financial year under scrutiny.

15. the re-appointment of Whole-time Director has been made in compliance with the provisions of Section 269 read with Schedule XIII to the Act. However, there is no new appointment during the financial year under scrutiny.

16. The company has not appointed any, sole-selling agents during, the financial year under scrutiny.

17. The company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director and/or such other authorities prescribed under the various provisions of the Act.

18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. The company has not issued any shares/debentures/other securities during the financial year under scrutiny.

20. The company has not bought back any shares during the financial year under scrutiny.

21. The company has not issued any preference shares and hence there is no question of redemption of the same and in respect of debentures there was no redemption curing the year under scrutiny.

22. During the year there was no need for the company to keep in abeyance right to dividend, rights shares and bonus shares.

23. The company has not invited/accepted any deposits falling within the purview of Section 58A of the Act during the financial year under scrutiny.

24. The amounts borrowed by the company from Financial Institutions, Banks and others are within the borrowing limits of the company and that necessary resolutions as per Section 293 (1) (d) of the Act have been passed during earlier years.

25. The company has made investments in other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose.

26. The company has not-altered the provisions of the Memorandum of Association with respect to situation of the company's registered office from one state to another during the year under scrutiny.

27. The company has not altered the provisions of the Memorandum of Association with respect to the objects of the company during the year under scrutiny.

28. The company has not altered the provisions of the Memorandum of Association with respect to name of the company during the year under scrutiny.

29. The company has not altered the provisions of the Memorandum of Association with respect to share capital of the company during the year under scrutiny.

30. The company has not altered its Articles of Association during the year under scrutiny.

31. There was no prosecution initiated against or show cause notice received by the company and no fines or penalties or any other punishment was imposed on the company during the financial year, for the offences under the Act.

32. The company has not received any sum as security from its employees during the year under scrutiny.

33. The company has regularly deposited both employees' and employer's contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act.

For P. MAHESHWARI & ASSOCIATES COMPANY SECRETARIES

(P. MAHESHWARI) PLACE : MUMBAI PROPRIETOR DATE : 16th AUGUST, 2006 C.P. NO. 1432

Reg.: SOMA PAPERS & INDUSTRIES LIMITED

Registration No. : 11- 64085, of 1991 Nominal Capital : Rs. 5,00,011,000/- Paid-up Capital : Rs. 1,40,21,500/-

Annexure - A

Registers as maintained by the Company.

1. Register of Charges U/S. 143. 2. Register of Members U/S. 150. 3. Attendance Register for General Meetings U/S. 174. 4. Minutes Books of General Meetings and Board Meetings U/S. 193. 5. Attendance Register for Board Meetings U/S. 287. 6. Register of Contracts U/S. 301. 7. Register of Directors U/S. 303. 8. Register of Directors Shareholding U/S. 307. 9. Register of Investments U/S 372A. 10. Register of Share Transfer. 11. Books of Accounts U/S. 209.

Annexure - B

Forms and Returns as filed by the company, with the Registrar of Companies, Maharashtra, Mumbai during the financial year ended on 31st March, 2006.

Sr. Form No./ Filed For Date of A B No. Return under filing Section

01. Balance Sheet 220 The year ended 25.01.2006 Yes - and Profit & 31st March, 2005 Loss Account 02. Compliance 383A The year ended 25.01.2006 Yes - Certificate 31st March, 2005

03. Annual Return 159 As on the date of 25.01.2006 Yes - the Annual General Meeting held on 30th December, 2005

A ->> Whether filed within Prescribed time Yes/No B ->> If delay in filing whether requisite additional fee paid Yes/No

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Mar 31, 2005

Our directors are pleased to present their fourteenth annual report together with audited statement of accounts, for the year ended March 31,2005.

OPERATIONS

Your company has stooped its manufacturing activities w.e.f. August 4,2004, as the same have become totally unviable. It has incurred loss of Rs. 278.36 Lac during the year under review as against Rs. 110.40 Lac in the previous year. Deferred tax asset being Rs. 129.68 Lac against past losses have been reversed in ,the current year. The balance in the Profit & Loss Account, being loss of Rs. 762.94 Lac, has been carried to the Balance Sheet.

NET WORTH

Your company being a sick industrial undertaking on the basis of its negative net worth\as on March 31,2004 has already made reference to the Board for Financial Reconstruction under SICA 1985.

DIVIDEND

It is not possible to recommend payment of Dividend for the year ended March 31.2005 in view of operational and closure losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/S VECRON INDUSTRIES LTD. for the year ended March 31,2005 are attached herewith as required under section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The union of companys workmen has filed a complaint in the Nashik Industrial Court against the closure of factory. The company has announced its inability to continue manufacturing operations in view of unviable operations.

DIRECTORS

Shri K.G. Gupta retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has not accepted/invited any amounts of deposits from public during the year under review and hence does not hold such deposits on March 31,2005.

INSURANCE

All the properties & insurable interests of the company have been adequately insured by the company.

AUDITORS

M/S Suresh Surana & Associates, Mumbai, who hold office as auditors of your company upto the conclusion of the ensuing Annual General Meeting, have regretted their inability to continue as auditors for the next year. You are requested to consider appointment of M/s Jain Maheshwary & Co. as auditors of your company for the next term.

AUDITORS REPORT - DIRECTORS COMMENTS

In view of continous past losses sustained by the company and it toeing very difficult to revive manufacturing operations, your directors have no other option except to close down the factory. Hence the auditors qualifications are matters of facts.

DIRECTORS RESPONSIBILTY STATEMENT

In terms of Section 217 (2AA) of the Companies Act, 1956 the directors would like to state :-

1. that in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent and 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 loss of the company for the year under review;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; -

4. that the directors had prepared the annual accounts on a going concern basis pending proper valuation of companys assets.

ENERGY COSEVATION ETC.

The particular for energy conservation etc. are nil in view of closure to companys activities from August 4,2004.

PARTICULARS OF EMPLOYEES

The particulars of employees, as required under section 217 (2A) of -the Companies Act, 1956, are Nil.

COMPLIANCE CERTFICATE,

The compliance certificate dated August 25,2005 issued by the Companies Secretaries, M/s P.Maheshwari & Associates is annexed hereto.

By order of the board of directors K.K.SOMANI Mumbai, November 18, 2005 Chairman

COMPLIANCE CERTIFICATE

(Under Proviso to Sub-Section (1) of Section 383 A)

Registration No. : 11-64085 of 1991

Nominal-Capital : Rs.5,00,00,000/-

Paid-up Capital : Rs. 1,40,21,500/-

To The Members, SOMA PAPERS & INDUSTRIES LIMITED

I have examined the registers, records, books and papers of SOMA PAPERS & INDUSTRIES LIMITED having its registered office at G. D. Somani Marg, Panchak, Nashik Road - 422101 as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the company for the financial year ended on 31st March, 2005. In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that In respect of the aforesaid financial year:

01. the company has kept and maintained all registers as stated in Annexure "A" to this certificate as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.

02. the company has filed the forms and returns as stated in Annexure "B" to this certificate with the Registrar of Companies, Maharashtra, Mumbai beyond the time prescribed under the Act and the rules made thereunder.

03. the company is a public limited company and hence comments are not required .

04. the Board of Directors duly met 4 times on 30th April 2004, 31st July 2004, 23rd October 2004 & 11th January 2005 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

05. the company has closed its Register of Members on 29th December, 2004 and necessary compliance of Section 154 of the Act has been made.

06. the Annual GenewtMeeting for the financial year ended on 31st March, 2004 was held on 29th.December, 2004 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

07. no extra ordinary general meeting was held during the financial year under scrutiny.

08. the company has not advanced any loan to its Directors and/or persons or firms or companies referred to in Section 295 of the Act.

09. no contracts were entered during the year attracting the provisions of Section 297 of the Act.

10. the company was not required to make any entry in the register maintained under Section 301 of the Act.

11. as there were no instances falling within the purview of Section 314 of the Act, the company has not obtained any approvals from trie Board of Directors, members or Central Government.

12. the company did not issue any duplicate share certificates during the financial year under scrutiny.

13. the company has :

i. delivered all the certificates on lodgment thereof for transfer of shares in accordance with the provisions of the Act.

ii. not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

iii. not posted warrants to any member of the company as no dividend was declared during the financial year.

iv. no amounts unpaid in dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years and hence transferring of the same to .the Investor Education arid Protection Fund does not arise.

v. duty complied with the requirements of Section 217 of the Act.

14. the Board of Directors of the company is duly constituted and there was no appointment of directors, additional directors, alternate directors and directors to fill casual vacancy during the financial year under scrutiny.

15. the re-appointment of Whole-time Director has been made In compliance with the provisions of Section 269 read with Schedule XIII to the Act. However, there is no new appointment during the financial year under scrutiny.

16. the company has not appointed any sole-selling agents during the financial year under scrutiny.

17. the company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director and/or such other authorities prescribed under the various provisions of the Act except that the company has obtained permission from Registrar of Companies, Maharashtra. Mumbai in respect of extention for holding Annual General Meeting for the year ended 31st March, 2004.

18. the Directors Have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made thereunder.

19. the company has not issued any shares/debentures/other securities during the financial year under scrutiny.

20. the company has not bought back any shares during the financial year under scrutiny.

21. the company has not issued any preference shares and hence there is no question of redemption of the same and in respect of debentures there was no redemption during the year under scrutiny.

22. during the year there was no need for the company to keep in abeyance right to dividend, rights shares and bonus shares.

23. the company has not invited/accepted any deposits falling within the purview of Section 58A of the Act during the financial year under scrutiny.

24. the amounts borrowed by the company from Financial Institutions, Banks and others are within the borrowing limits of the company and that necessary resolutions as per Section 293 (1) (d) of the Act have been passed during earlier years.

25. the company has made investments in other bodies corporate in compliance with the provisions of the Act and has made necessary entries in the register kept for the purpose.

26. the company has not altered the provisions of the Memorandum of Association with respect to situation of the companys registered office from one state to another during the year under scrutiny.

27. the company has not altered the provisions of the Memorandum of Association with respect to the objects of the company during the year under scrutiny.

28. the company has not altered the provisions of the Memorandum of Association with respect to name of the company during the year under scrutiny.

29. the company has not altered the provisions of the Memorandum of Association with respect to share capital of the company during the year under scrutiny.

30. the company has not altered its Articles of Association during the year under scrutiny.

31. there was no prosecution initiated against or show cause notice received by the company and no fines or penalties or any other punishment was imposed on the company during the financial year, for the offences under the Act.

32. the company has not received any sum as security from its employees during the year under scrutiny.

33. the company has regularly deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act.

For P. MAHESHWARI& ASSOCIATES COMPANY SECRETARIES (P. MAHESHWARI) PLACE: MUMBAI PROPRIETOR DATE : 25th AUGUST, 2005 C.P. NO. 1432

Reg.: SOMA PAPERS & INDUSTRIES LIMITED

Registration No. : 11-64085 of 1991

Nominal Capital : Rs. 5,00,00,000/-

Paid-up Capital : RS. 1,40,21,500/-

Annexure-A

Registers as maintained by the Company.

1. Register of Charges U/S. 143.

2. Register of Members U/S. 150.

3. Attendance Register for General Meetings U/S. 174.

4. Minutes Books of General Meetings and Board Meetings U/S. 193.

5. Attendance Register for Board Meetings U/S. 287.

6. Register of Contracts U/S. 301

7. Register of Directors U/S. 303.

8. Register of Directors Shareholding U/S. 307.

9. Register of Investments U/S 372A.

10. Register of Share Transfer.

11. Books of Accounts U/S. 209.

Annexure B

Forms and Returns as filed by the company with the Registrar of Companies, Maharashtra, Mumbai during the financial year ended on 31st March, 2005.

Sl. Form No./ Filed For Date of Whether if delayin No. Return under filing filed filing Section within whether Prescribed requisite time additional yes/no feepaid Yes/No

01. Annual Return 199 as on the date of 1st March, 2005 No Yes the Annual General Meeting heldon * 29th December, 2004

02. Balance Sheet 220 the year ended 3rd March, 2005 No Yes and Profit & 31st March, 2004 Loss Account.

03 Compliance 383A the year ended 3rd March, 2005 No Yes Certificate 31st March, 2004

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Mar 31, 2004

THE MEMBERS The directors are pleased to present their thirteenth annual report together with audited statement of accounts, for the year ended on 31st March, 2004. OPERATIONS The company has incurred net loss of Rs.137.52 lac for the year under review against loss of Rs.131.09 lac in the previous year. Production at 3045 MT (144MT) and sale at 2994 MT (204MT) of the value of Rs.1028.16 lac (Rs.77.24 lac) have not been viable due to varied reasons. Company's proposal for restructuring of its credit limits and waiver of interest during closure period was turned down by Bank of. India consortium in June 2004 after holding it under their active consideration for about 27 months. The consortium has demanded one time settlement of their existing exposure. The company was unable to run its factory during 2002-03 due to financial constraints. It was reopened from February 2003 against the orders placed by JK Paper Ltd. with the hope of getting financial assistance from company's' bankers. However, full scale operations could not be reached for want of working capital funds and your company continued to incur losses during 2003-04 against limited job orders carrying negative margin. We have once again closed the factory from 04.08.2004 till company's' scheme for rehabilitation on the basis of full capacity utilisation is ensured with adequate financial assistance. NET WORTH Company's net worth has turned negative as per its audited accounts as on 31.03.2004. Company being a sick industrial undertaking will make necessary reference to the Board for Industrial and Financial Reconstruction under the Sick Industrial Companies (Special Provisions) Act 1985. DIVIDEND It is not possible to recommend payment of dividend for the year ended 31.03.2004, in view of operational losses incurred by the company for the said year. SUBSIDIARY COMPANY The audited accounts and other particulars of your subsidiary company M/s. Vecron Industries Ltd. for the year ended on 31.03.2004 are attached herewith as required under section 212 of the Companies Act 1956. The subsidiary is exploring possibilities of revival as disposal of its assets after, dismantling the plant will not fetch reasonable amount to discharge institutional/bank abilities. BIFR opinion for winding up the company has not yet come up for consideration by the concerned High Court. In the meantime, ICICI Bank Ltd. have assigned their financial assistance to Asset Reconstruction Company (India) Limited for recovery of their dues. INDUSTRIAL RELATIONS The union of company's workmen have filed complaint in the Nashik Industrial Court, against the closure of factory. Your company has expressed its inability to continue manufacturing operations pending sanction of rehabilitation scheme. DIRECTORS Shri GS Manasawala retires by rotation and being eligible offers himself for reappointment. PUBLIC DEPOSITS The company has not accepted/invited any amount of deposits from public during the year under review and hence does not hold such deposits as on 31.03.2004. INSURANCE All the properties and insurable gable interests of the company have been adequately insured by the company. AUDITORS M/s. Suresh Surana & Associates, Mumbai hold office as auditors of your company upto the conclusion of the ensuing annual, general meeting and are available for reappointment. AUDITORS REPORT DIRECTORS COMMENTS 1. The company has prepared its annual accounts on a going concern basis as its manufacturing operations are commercially viable at full utilisation of Company's' capacity and hence the factory will be reopened after its rehabilitation scheme is approved by BIFR. (refer note 2(f) (i) of the report). 2 In view of BIFR's opinion for winding up company's subsidiary Vecron Industries Ltd. forwarded to proper High Court vide their order dated 07.08.2001, provision for interest free loan of Rs.432.60 lac due from the said subsidiary was made upto 100% in the books of account of the company in the year ended 31.03.2002. However, the said opinion is yet to be considered by proper High Court as per provisions of SICA 1985. The board of your company has therefore, considered prudent to write back the said provision to the extent of 20 % being Rs. 86.52 lac in the year ended 31.03.2003 pending disposal of BIFR's opinion by proper High Court and consequent distribution of the proceeds from realisation of subsidiary's assets (refer note 2 (f) (ii) of the report). 3. The company as usual has sent letters for confirmation of balances as on 31.03.2004 to its debtors, creditors, bankers and financial institutions with a request to return such letters directly to company's auditors. None of these persons has pointed out any discrepancy in such balance to the company or its auditors (refer note 8 of schedule 21). DIRECTORS' RESPONSIBILITY STATEMENT In terms of section. 217 (2AA) of the Companies Act, 1956, the directors would like to state: - 1. That in the preparation of me annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; 2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the company for the year under review; 3. That 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; 4. That the directors had prepared the annual accounts on a going concern basis. ENERGY CONSERVATION ETC. The company takes need based steps for energy conservation etc. The company's foreign exchange earnings and outgo in Indian rupees is Rs. Nil and Rs. Rs.636688 respectively.

PARTICULARS OF EMPLOYEES The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 are Nil. COMPLIANCE CERTIFICATE The compliance certificate dated 23rd October 2004 issued by the company secretary Shri P Maheshwari is annexed hereto. By order of the board of directors Mumbai, K.K. SOMANI 23rd October 2004 CHAIRMAN

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Mar 31, 2003

Your directors are pleased to present their Twelfth annual report together with audited statement of accounts, for the year ended on 31st March, 2003.

OPERATIONS

Your companys factory remained closed from April 02 to January 03 as the union of workmen refused to accept terms of settlement dated 07-05-2002. Power connection was cut off on 30-04-2002. Discussions took place with the union of workmen to arrive at amicable terms of settlement for re-starting the factory; We are pleased to state that another agreement containing revised terms of employment was signed between the company and union on 03-01-2003 in presence of the officer of Labour Commissioner, Nashik. Steps have been taken for recommencing the plant after restoration of power connection from February 2003.

Although company is getting good response from the market yet the manufacturing operations have not picked up due to inadequate working capital. Our proposal for conversion of existing outstanding CC advances Into working capital term loan and provide additional finance for working capital Is under consideration of Bank of India consortium. We hope to receive their approval on reasonable terms.

Your company has incurred net loss of Rs.11.08 lac for the year under review. Production at 144 MT (3430 MT) and Sale at 204 MT (3529MT) of the value of Rs. 69.49 lac (Rs.1309.62 lac) are negligible as the plant remained in operative during the year ended 31-03-03.

DIVIDEND

It is not possible to recommend payment of dividend for the year ended 31.03.2003, in view of operational losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/s. Vecron Industries Ltd. for the year ended on 31.03.2003 are attached herewith as required under section 212 of the Companies Act 1956.

Your subsidiary is exploring possibilities of revival as disposal of Its assets after dismantling the plant will not fetch reasonable amount to discharge institutional/bank liabilities. BIFR opinion for winding up the company has not yet come up for consideration by the High Court. In the meantime enquires have been received from prospective buyers to consider revival of the unit.

INDUSTRIAL RELATIONS

The company Is having cordial relations with its workmen and other employees specially after re-start of the plant.

DIRECTORS

Shri KK Somani retires by rotation and being eligible offers himself for reappointment. Shri KG Gupta was appointed as an additional director of the company on 38-10-2002. His re-appointment at the forthcoming annual general meeting Is recommended as his experience in paper Industry will be useful to the company.

PUBLIC DEPOSITS

The company has not accepted/invited any amount of deposits from public during the year under review and hence does not hold such deposits as on 31.03.2003.

INSURANCE

All the properties and insurable interests of the company have been adequately insured by the company.

AUDITORS

M/s. Suresh Surana & Associates, Mumbai hold office as auditors of your company upto the conclusion of the ensuing annual general meeting and are available for reappointment.

AUDITORS REPORT - DIRECTORS COMMENTS

1. The company has prepared its annual accounts on a going concern basis as it has already signed an agreement with the union of workmen on 03.01.2003 for continuing its operations with remaining workmen at revised pay scale and the said agreement has been Implemented. In view of this, the company in compliance with accounting standard AS 22 is obliged to account for the liabilities/assets arising out of the provisions for taxes on income (refer note 2(d) of the report)

2. In view of BIFRs opinion for winding up companys subsidiary Vecron Industries Ltd. forwarded to proper High Court vide their order dated 07-08-2001. provision for interest free loan of Rs. 432.60 lac due from the said subsidiary was made upto 100% in the books of account of the company for the year ended 31-03-2002. However, the said opinion is yet to be considered by proper High Court as per provisions of SICA 1985. The board of your company has therefore, considered prudent to write back the said provision to the extent of 20% being Rs. 86.52 lac pending disposal of BIFRs opinion by proper High Court and consequent distribution of the proceeds from realisation of subsidiarys assets (refer note 2(f) of the report).

3. The company as usual has sent letters for confirmation of balances as on 31.03.2003 to Its debtors, creditors, bankers and financial Institutions with a request to return such letters directly to companys auditors. None of these parsons has pointed out any discrepancy In such balance to the company or Its auditors (refer note 6 of schedule 21).

4. The company has not yet become sick industrial undertaking as Its networth is positive as on 31-03-2003 and hence not required to make a reference to the Board for Industrial & Financial Reconstruction (BIFR) under section 15 of SICA 1985. (refer note 20 of Annexure to the report)

5. The company has not maintained cost accounting records as prescribed by the Central Government vide GSR 601(E) dated 31.12.1975 as the said records pertain to a paper manufacturing company whereas your company is an independent paper converter (refer note 2(b) of the report).

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, the directors would like to state.

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such. accounting policies and applied them consistently and made judgments and estimates that ware 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 loss of the company for the year under review;

3. that 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:

4. that the directors had prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION ETC.

The companys factory was closed during the year ended 31-3-2003 and hence steps for energy conservation etc. will be taken in the current year.

The companys foreign exchange earnings and outgo In Indian rupees is Rs. NIL lac and Rs. NIL lac respectively.

Details of power and fuel consumption as required under section 217(1) (e) of the Companies Act, 1956 are as follows. These are not comparable as companys factory was closed during the year ended 31.03.2003.

Particulars 2002-2003 2001-2002

I. Electricity:

a) Purchases

Quantity - Unit 104121 1531093

Total cost - Rupees 919395 6872617

Rate per unit - Rupees 8.83 4.49

b) Own generation Nil Nil

II. Coal:

Quantity - MT 75 1854

Total cost - Rupees 179101 4139026

Rate per unit - Rupees 2388 2232

III. Furnace oil:

* Quantity - KL Nil Nil

Total cost - Rupees Nil Nil

Rate per unit - Rupees Nil Nil

Iv. Consumption per ton of production

Products: Coated & Speciality Papers 144 3,430 Production - MT

- Electricity - Units/MT 723 446

- Coal - KG/MT 521 541

- Furnace oil - KL/MT Nil Nil

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 are Nil.

COMPLIANCE CERTIFICATE

The compliance certificate dated 19th July, 2003 Issued by the company secretary Shri P Maheshwari Is annexed hereto.

By order of the board of directors Mumbai KK SOMANI 19th July 2003 CHAIRMAN

COMPLIANCE CERTIFICATE (Under Proviso to Sub-Section (1) of Section 383 A)

Registration No. : 11-64086 of 1991

Nominal Capital : Rs. 5,00,00,000/-

Paid-up Capital : Rs. 1,40,21,500/-

To The Members, SOMA PAPERS & INDUSTRIES LIMITED

I have examined the registers, records, books and papers of SOMA PAPERS & INDUSTRIES LIMITED having its registered office at G. D. Somani Marg, Panchak, Nashik Road - 422 101 as required to be maintained under the Companies Act, 1956, (the Act) and the rules made thereunder and also the provisions contained in the Memorandum and Articles of Association of the company for (he financial year ended on 31st March, 2003. In my opinion and to the best of my Information and according to the examinations carried out by me and explanations furnished to me by the company. its officers and agents. I certify that in respect of the aforesaid financial year :

01. the company has kept and maintained all registers as stated in Annexure "A" to this certificate as per the provisions of the Act and the rules made thereunder and all entries therein have been duly recorded.

02. the company has duly filed the forms and returns as stated In Annexure "B" to this certificate with the Registrar of Companies, Maharashtra, Mumbai within the time prescribed under the Act and the rules made thereunder.

03. the company is a public limited company and hence comments are not required

04. the Board of Directors duly met 4 times on 29th April. 2002. 29th July, 2002. 30th October. 2002 and 31st January. 2003 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed In the Minutes Book maintained for the purpose.

05. the company has closed its Register of Members on 23rd September. 2002 and necessary compliance of Section 154 of the Act has been made.

06. the Annual General Meeting for the financial year ended on 31st March, 2002 was held on 23rd September. 2002 after giving due notice to the members of the company and the resolutions passed thereat were duly recorded in the Minutes Book maintained for the purpose.

07. no extra ordinary general meeting was held during the financial year under scrutiny.

08. the company has not advancad any loan to its Directors and/or persons or firms or companies referred to In Section 295 of the Act.

09. no contracts were entered during the year attracting the provisions of Section 297 of the Act.

10. the company was not required to make necessary entry In the register maintained under Section 301 of the Act.

11. as there were no instances falling within the purview of Section 314 of the Act the company has not obtained any approvals from the Board of Directors, members or Central Government.

12. the company did not Issue any duplicate share certificates during the financial year.

13. the company has :

i. complied with the formalities regarding transfers in accordance with the provisions of the Act.

ii. not deposited any amount in a separate Bank Account as no dividend was declared during the financial year

iii not posted warrants to any member of the company as no dividend was declared during the financial year.

iv no amounts unpaid In dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years and hence transferring of the same to the Investor Education and Protection Fund does not arise.

v. duty complied with the requirements of Section 217 of the Act.

14. the Board of Directors of the company is duly constituted and the appointment of an additional director has been duly made in accordance with the provisions of the act during the financial year under scrutiny.

15. the appointment of Whole-time Director has been made In compliance with the provisions of Section 269 read with Schedule XIII to the Act. However, there is no further appointment during the financial year under scrutiny.

16. the company has not appointed any sole-selling agents during the financial year

17. the company was not required to obtain any approvals of the Central Government, Company Law Board. Regional Director. Registrar of Companies and/or such other authorities prescribed under the various provisions of the Act.

18. the Directors have disclosed their Interest In other firms/companies to the Board of Directors pursuant to the provisions of the Ad and the rules made thereunder.

19. the company has not Issued any shares/debentures/other securities during the financial year.

20. the company has not bought back any shares during the financial year.

21. the company has not Issued any preference shares and hence there Is no question of redemption of the same and in respect of debentures there was no redemption during the year under scrutiny.

22. during the year there was no need for the company to keep in abeyance right to dividend, rights shares and bonus shares.

23. the company has not invited/accepted any daposits falling within the purview of Section S8A of the Act during the financial year.

24. the amounts borrowed by the company from Financial Institutions and Banks an within the borrowing limits of the company and that necessary resolutions as per Section 293 (1) (d) of the Act have been passed during earlier years.

25. the company has not made any loans or Investments, or given gurantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose.

26. the company has not altered the provisions of the Memorandum of Association with respect to situation of the companys registered office from one state to another during the year under scrutiny.

27. the company has not altered the provisions of the Memorandum of Association with respect to the objects of the company during the year under scrutiny:

28. the company has not altered the provisions of the Memorandum of Association with respect to name of the company during the year under scrutiny.

29. the company has not altered the provisions of the Memorandum of Association with respect to share capital of the company during the year under scrutiny.

30. the company has not altered its Articles of Association during the year under scrutiny.

31. there was no prosecution initiated against or show cause notice received by the company and no fines or penalties or any other punishment was imposed on the company during the financial year. for the offences under the Act.

32. the company has not received any sum as security from its employees during the year under scrutiny.

33. the company has generally regularly deposited both employees and employers contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act.

For P. MAHESHWARI & ASSOCIATES COMPANY SECRETARIES (P. MAHESHWARI) PLACE: MUMBAI PROPRIETOR DATE: 19th JULY. 2003 C.P. NO. 1432

Reg SOMA PAPERS & INDUSTRIES LIMITED

Registration No. : 11-64085 of 1991

Nominal Capital : Rs. 5,00,00,000/- Paid-up Capital : RS.1,40,21,500/-

Annexure A Registers as maintained by the Company.

1. Register of Charges U/S: 143.

2. Register of Members U/S. 150.

3. Attendance Register for General Meetings U/S. 174.

4. Minutes Books of General Meetings and Board Meetings U/S 193.

5. Attendance Register for Board Meetings U/S. 287.

6. Register of Contracts U/S. 301.

7. Register of Directors U/S. 303.

8. Register of Directors Shareholding U/S. 307.

9. Register of Investments U/S 372A.

10. Register of Share Transfer.

11. Books of Accounts U/S. 209.

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Mar 31, 2002

Your directors have pleasure in submitting their Eleventh annual report together with audited statement of accounts, tor the year ended on 31B March, 2002.

OPERATIONS

The operating results of your company during the year under review are not satisfactory, Production at 3430 MT (5333 MT) and sates at 3529 MT (5293 MT) are lower by 36% and 33% respectively.

Your company has incurred net loss of Rs. 875 lacs (Rs. 14 lacs) against sales in value of Rs. 1310 lacs (Rs. 2139 lacs). This loss includes provisions for investment made in and loans given to companys subsidiary M/s Vecron Industries Ltd. aggregating to Rs. 702.60 lacs. The balance of the loss is on account of competition of uneven level being faced by your company from integrated paper mills having their online coating plant.,

Our company as you know is an independent paper convenor. We buy base paper from dealers of paper manufacturing mills for coating purposes and hence stand to incur higher cost to the extent of 16% towards safes tax, transport, dealers commission, octroi, transit loss, and insurance, compared to the cost being incurred by integrated paper mills, This kind of uneven competition has affected our market and hence resulted into gross under utilization of installed capacity of your companys plant at Nashik. Consequently, payment far salaries and wages has become disproportionate compared to the overall cost of production.

Under the aforesaid circumstances, your company could not continue its operations and had to close down its factory w. e. 02.04.2002. The workmen through its recognized union signed a memorandum of understanding (MOU) on 07.05-2002 with your company tor submitting letters of resignations voluntarily with a view to restart the factory with reduced number of workmen. However, a section of the workmen has disputed the said MOU before the industrial Court at Nashik. The court after hearing our company and the union of workmen, has tound the MOU as binding upon the parties thereto. Your company is hopeful to restart the operations as soon as workmen accept the said MOU for implementation.

DIVIDEND

Your directors are unable to recommend payment of dividend for the year ended on 31.03.2002 in view of operational losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/s. Vecron Industries Ltd for the year ended on 31.03-2002 are attached herewith as required under section 212 of the Companies Act, 1956.

The subsidiary being a sick company submitted its revised rehabilitation scheme to the operating agency ICICI Ltd. as per directions given by BIFR but the said scheme was not approved by BIFR who had recommended for winding up of the subsidiary. Your company is however, hopeful that the financial institution and the bankers of the said subsidiary will re-consider plans for revival as there seems to be no buyer when the factory is closed.

INDUSTRIAL RELATIONS

The company has enjoyed cordial relations with its workmen and other employees as before save and except the ongoing dispute for implementation of agreed settlement dated 07.05.2002,

DIRECTORS

Shri Vikram Somani an executive director of the company retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has been regular in payment of interest and repayment of fixed deposits during the year ended on 31.03.2002,

INSURANCE

All the properties and insurable interests of the company have been adequately insured by the company.

AUDITORS

M/s. Suresh Surana & Associates, Mumbai hold office as auditors of your company upto the conclusion of the ensuing annual general meeting and are available for reappointment.

AUDITORS REPORT DIRECTORS COMMENTS

1. The company has prepared its annual accounts on a going concern basis as It has already accepted the settlement in the form of a memorandum of understanding (MOD) with the union of workmen on 07.05.2002 for continuing its operations with reduced number of workmen at revised pay scale and the said MOU has been acted upon by some of them. Your directors are hopeful that the remaining workmen through their union will honour the terms of the said MOU to facilitate resumption of operations which are commercially viable. In view of this, the company in compliance with accounting standard AS 22 is obliged to account for the liabilities/assets arising out of the provisions for taxes on income (refer note 1 of schedule 20).

2. The company as usual has sent letters For confirmation of balances as on 31.03.2002 to its debtors, creditors, bankers and financial institutions with a request to return such letters directly to companys auditors. None of these persons has pointed out any discrepancy in such balance to the company or its auditors (refer note 6 of schedule 20).

3. The company has engaged a competent person for doing internal audit of the relevant records maintained by the concerned departments. A comprehensive report is prepared for each months operations and submitted to the management tor follow-up action (refer note 15 of annexure to report).

4. The company has not been considered as a sick industrial undertaking as its net worth is positive as on 31.03.2002 and the directors are hopeful to restart the factory within the frame work of MOU dated 07.05.2002 signed with the union of workmen (refer note 20 of annexure to report)

5. The company has not maintained cost accounting records as prescribed by the Central Government vide GSR 601 (E) dated 31.12.1975 as the said records pertain to a paper manufacturing company whereas your company is an independent paper converter (refer note 2(b) of the report).

6. The company has not consolidated its accounts with those of its subsidiary as the subsidiary has been recommended for winding up by BIFR/AAIFR and consequently provision for entire amount of investment made and loans given to subsidiary has been made in its accounts.

DIRECTORS RESPONSlBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, the directors would like to state

1. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the slate of affairs of the company at the end of the financial year and of the loss of the company for the year under review;

3. that 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;

4. that the directors had prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION ETC.

The company engages services of consultants from time to time tor energy savings. Accordingly modifications are carried out in the respective equipments to achieve better results.

The companys foreign exchange earnings and outgo in Indian rupees is Rs. 24.65 lacs and Rs. 27.45 lacs respectively.

Details of power and fuel consumption as required under section 217(1)(e) of the Companies Act, 1956 are as follows:

Particulars 2003-2002 2000-2001

I. Electricity:

a) Purchases

Quantity Units 15,310,93 22,86,000

Total cost Rupees 68,726,17 97,64,180

Rate per unit Rupees 4.49 4.27

b) Own generation Nil Nil

II. Coal:

Quantity MT 1,854 2,641

Total cost Rupees 41,390,26 57,45,640

Rate per unit Rupees 2,232 2,176

III. Furnace Oil:

Quantity KL Nil Nil

Total cost Rupees Nil Nil

Rate per unit Rupees Nil Nil

IV. Consumption per ton of production Products: Coated & Speciality Papers 3,430 5,333

Production MT

- Electricity Units/MT 446 429

- Coal KG/MT 541 495

- Furnace Oil KL/MT Nil Nil

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 are Nil.

COMPLIANCE CERTIFICATE

The compliance certificate dated 27th July, 2002 issued by the company secretary Shri. P. Maheshwari is annexed hereto.

By order of the board of directors

Mumbai K K SOMANI 29th July 2002 CHAIRMAN

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Mar 31, 2001

The directors are pleased to present their tenth annual report alongwith audited statement of accounts for the year ended on 31st March, 2001.

OPERATIONS

The operating results of your company during the year under review are not encouraging. Production at 5333 MT (4673 MT) and sales at 5293 MT (4708MT) are higher by 14% and 12% respectively. Your company has incurred net loss of Rs. 14.38 lacs (Rs. 43.21 lacs) against sales in value of Rs. 2476.98 lacs (Rs. 1835.35 lacs).

Increase in cost of base paper and chemicals could not be absorbed due to competition in the market. Demand for coated paper continued to be sluggish. The company therefore is considering to develop new products used for packaging by pharma and food industries.

DIVIDEND

The directors are unable to recommend payment of dividend for the year ended on 31.03.2001 in view of operational losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of your subsidiary company M/s. Vecron Industries Ltd. for the year ended on 31.03.2001 are attached herewith as required under section 212 of the Companies Act, 1956.

The subsidiary being a sick company has submitted its revised rehabilitation scheme to the operating agency ICICI Ltd. as per directions given by BIFR and the same is under consideration of ICICI/BIFR.

INDUSTRIAL RELATIONS

The company continues to enjoy cordial relations with its workers and other employees as before.

DIRECTORS

Shri HS Sanwal has resigned from his directorship on the board of your company w.e.f. 02.07.2001. The board has placed on record his valuable services to the company during his association as director of the company.

Shri GS Manasawala director of the company retires by rotation and being eligible offers himself for reappointment.

PUBLIC DEPOSITS

The company has been regular in payment of interest and repayment of fixed deposits during the year ended on 31.03.2001.

INSURANCE

All the properties and insurable interests of the company have been adequately insured by the company.

AUDITORS

M/s. Khimji Kunverji & Co., Mumbai, retire at the forthcoming annual general meeting and are not available for reappointment. The board place on record valuable services and guidance received from them. Your directors recommend appointment of M/s. Suresh Surana & Associates, Mumbai as the auditors of your company.

The company as usual has sent letters for confirmation of balances as on 31.03.2001 to its debtors and creditors with a request to return such letters to company's auditors directly. No significant discrepancies have been reported to auditors. Company has engaged a competent person for doing internal audit of the relevant records maintained by its concerned departments.

Provision for diminution in the equity investment and loans to your company's subsidiary M/s. Vecron Industries Ltd., aggregating to Rs. 70,250,410/- as on 31.03.2001 as commented upon by the auditors in their report has not been made in the accounts as the subsidiary's scheme for their rehabilitation is still under consideration of ICICI/BIFR and the board of your company and also of the subsidiary are hopeful of running the operations of the industrial undertaking of your subsidiary after necessary approvals for the rehabilitation package from ICICI/BIFR. In view of this, your directors feel that the accounts of your company give a true and fair view of the state of affairs of your company as on 31.03.2001.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of section 217 (2AA) of the Companies Act, 1956, the directors would like to state -

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 loss of the company for the year under review;

iii) that 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;

iv) that the directors had prepared the annual accounts on a going concern basis.

ENERGY CONSERVATION ETC.

The company engages services of consultants from time to time for energy savings. Accordingly modifications are carried out in the respective equipments to achieve better results.

Repeat orders for new products namely self-copy paper and fluorescent paper developed by the company are regularly received. Additional new products used by pharma and food industries are being developed by the company's research and development section for which a sum of Rs. 1.78 lacs has been spent during the year under, review.

The company's foreign exchange earnings and outgo in Indian rupees is Rs. 50.26 lacs and Rs. 92.89 lacs respectively.

Details of power and fuel consumption as required under section 21 7(1 )(e) of the Companies Act, 1956 are as follows:

Particulars 2000-2001 1999-2000

i. Electricity:

a) Purchases

Quantity-Units 22,86,000 19,17,170 Total cost - Rupees 97,64,180 84,07,448 Rate per unit - Rupees 4.27 4.39

b) Own generation Nil Nil

ii. Coal

Quantity-MT 2,641 2,088 Total cost - Rupees 57,45,840 41,45,462 Rate per ton - Rupees 2,176 1,985

iii. Furnace oil

Quantity - KL Nil Nil Total cost - Rupees Nil Nil Rate per KL - Rupees Nil Nil

iv. Consumption per ton of production

Products : Coated & Speciality Papers Production-MT 5,333 4,673 - Electricity - Units/MT 429 410 - Coal - KG/MT 495 447 - Furnace oil - KL/MT Nil Nil

PARTICULARS OF EMPLOYEES

The particulars of employees as required under section 217 (2A) of the Companies Act, 1956 are Nil.

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Mar 31, 2000

The directors have pleasure in presenting ninth annual report alongwith audited statement of accounts for the year ended on 31st March, 2000. OPERATIONS

The working results of the company during the year under review have further suffered set back due to worker's strike from 04.07.1999 to 17.09.1999. Prices of base papers have been continuously increased by the paper mills. Export of paper has reduced supplies to independent paper coaters even of higher prices. Market for coated papers has been extremely competitive due to large capacity compared to demand. Further capital outlays for modernisation/expansion has not been possible due to insignificant cash accruals. Consequently, the company has incurred a net loss of Rs. 43.21 lacs (Rs. 14.07 lacs) on the turnover of Rs. 1835.35 lacs (Rs. 2174.20 lacs).

Production of 4673 MT (5255 MT) and sales of 4708 MT (5438 MT) are lower by 11% and 13% respectively. It may be noted that the annualised production and sales (considering the effect of strike period) would have been higher at 5902 MT and 5946 MT on pro-rata basis.

The demand for coated paper is picking up. Price rise corresponding to increase in the base paper prices is generally accepted by the market. Current year's working should hopefully give better results.

DIVIDEND

The directors are unable to recommend payment of dividend for the year ended on 31.03.2000 in view of operational losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of the subsidiary company M/s. Vecron Industries Ltd. for the year ended on 31.03.2000 are attached herewith as required under section 212 of the Companies Act, 1956.

The subsidiary being a sick company has submitted its revised rehabilitation scheme to the operating agency ICICI Ltd. as per directions given by BIFR and the same is under consideration of ICICI/BIFR.

INDUSTRIAL RELATIONS

The company after several meetings with the union of its workers has amicably settled their demands and signed on agreement dated 21.09.1999 envisaging the terms of settlement. This agreement will remain in force upto 31.03.2002. The company continues to enjoy cordial relations with its workers and other employees as before.

DIRECTORS

Shri KG Gupta has resigned from his directorship on the board of the company w.e.f. 01.02.2000. The board has placed on record his valuable services to the company during his association as director of the company. Shri KK Somani has resigned from the post of managing directorship of the company w.e.f. 26.10.1999, due to his other social welfare commitments. He however, continues as non-executive director on the board of the company. The company is grateful to Shri KK Somani for the valuable services and guidance received from him during his association with the company.

Shri KK Somani and Shri HS Sanwal directors of the company retire by rotation and being eligible offer themselves for reappointment. Shri Vikram Somani has been appointed as an executive director of the company to look after company's purchase operations.

PUBLIC DEPOSITS

The company is not in default with regard to repayment of fixed deposits during the year ended on 31-03-2000.

INSURANCE

All the properties and insurable interests of the company have been adequately insured by the company.

AUDITORS

M/s. Khimji Kunverji & Co., Mumbai, retire at the forthcoming annual general meeting and are available for reappointment. The directors recommend their reappointment as the auditors of the company.

The company as usual has sent letters for confirmation of balances as on 31.03.2000 to its debtors and creditors with a request to return such letters to company's auditors directly. No significant discrepancies have been reported to auditors. Company has engaged a competent person for doing internal audit of the relevant records maintained by its concerned depreciation.

Provision for diminution in the equity investment and loans to the company's subsidiary M/s. Vecron Industries Ltd., aggregating to Rs.70,156,876/- as on 31.03.2000 as commented upon by the auditor's in their report has not been made in the accounts as the subsidiary's scheme for their rehabilitation is still under consideration of ICICI/BIFR and the board of the company and also of the subsidiary are hopeful of running the operations of the industrial undertaking of the subsidiary offer necessary approvals for the rehabilitation package from ICICI/BIFR. In view of this, the directors feel that the accounts of the company give a true and fair view of the state of affairs of the company as on 31.03.2000.

ENERGY CONSERVATION ETC.

The company as an ongoing process engages services of consultants from time to time for energy savings. Accordingly modifications are carried out in the respective equipments to achieve better results.

The company's efforts for development of new products namely self-copy paper and fluorescent paper have already received market acceptance. Additional new products used by packaging industry are being developed by the company's research and development section for which a sum of Rs.0.30 lacs has been spent during the year under review. The company's foreign exchange earnings and outgo in Indian rupees is Rs.28.93 lacs ad Rs.50.63 lacs respectively.

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Mar 31, 1999

The Directors are pleased to present eighth annual report alongwith audited statement of accounts for the year ended 31st March, 1999.

OPERATIONS

The operating results of the company during the year under review suffered heavily due to various reasons. Prices of inputs went up without corresponding set off in the company's selling prices. Market expected higher credit leading to pressure on working capital funds. Margins on some of the company's products turned negative due to severe competition. Mounting overheads eroded contributions due to under utilization of capacities. The company has incurred a net loss of Rs. 140.07 lacs on the turnover (net of excise) of Rs. 1834.14 lacs.

Production at 5255 MT (6375 MT) is lower by 17.57%. Sales at 5438 MT (6352 MT) of the value of Rs.2109.11 lacs (Rs.2648.04 lace) has come down by 14.39% and 20.35% respectively.

The inland market is now rising slowly. Orders for diversified products have been giving hopes for improved working results. However, the workmen of our company have gone on strike from 04.07.99. This is adversely affecting current years' working.

DIVIDEND

The directors are unable to recommend payment of dividend for the year ended 31.03.99 in view of heavy operational losses incurred by the company for the said year.

SUBSIDIARY COMPANY

The subsidiary has been declared as sick industrial undertaking by the Board for Industrial & Financial Reconstruction (BIFR) in the first hearing held on 03.09.98. ICICI Limited have been appointed as Operating Agency (OA) for appraisal of rehabilitation proposals already submitted by the subsidiary to OA as per directions given by BIFR.

INDUSTRIAL RELATIONS

The company has been enjoying cordial relations with its workmen and others. An agreement dated 04.11.96 governing their wages and other benefits was in force and due for renewal as from 01.04.99. Discussions took place about increase in their wages. However, the workmen have gone on strike from 04.07.99 after giving a charter of exorbitant demands. Workmen have been advised to re-consider their charter of demands as the company's existing operating results cannot take on such financial burden, specially, when the company is incurring cash losses. We hope that sense of wisdom will prevail and the workmen will call off their strike soon.

DIRECTORS

Shri KG Gupta and Shri Vikram Somani, directors of the company retire by rotation and being eligible offer themselves for reappointment.

PUBLIC DEPOSITS

The company is not in default with regard to repayment of fixed deposits during the year ended 31st March, 1999.

INSURANCE

All the properties and insurable interests of the company have been adequately insured by the company.

AUDITORS

M/s. Khimji Kunverji & Co., Mumbai, retire at the forthcoming annual general meeting and are available for reappointment. The directors recommend their reappointment as the auditors of the company.

The company as usual has sent letters for confirmation of balances as on 31.3.99 to its debtors and creditors with a request to return such letters to company's auditors directly. No significant discrepancies have been reported to auditors. Company has engaged a competent person for doing internal audit of the relevant records maintained by its concerned departments. Transfer of Rs.32 lacs directly to capital reserve instead of through profit and loss account has been considered appropriate as it in not a revenue receipt.

ENERGY CONSERVATION ETC.

Consultants are appointed for study of energy consumption and suggest suitable measures for energy conservation. Accordingly modifications have been carried out in the boiler to reduce coal consumption and also by adopting electronic controls in electric motors. The company has developed various new products as diversification and continues to work for improving quality of these products. The company has spent Rs.0.68 lacs on R & D operations. The company's foreign exchange earnings and outgo in Indian Rupees is Rs.33.28 lacs and Rs.18.56 lacs respectively.

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Mar 31, 1998

The directors have pleasure in presenting their seventh annual report together with audited statement of accounts for the year ended 31st March, 1998.

PERFORMANCE

The operations of the company during the year under review have been unsatisfactory due to various reasons. Excessive new capacities have come into operation, leading to severe competition. In addition free imports and low import duties have resulted in dumping by foreign countries. Thus demand continues to be under pressure. Profitability continues to slide down.

The operating results of the company are as follows :

Heads For the year ended 31.3.98 31.3.97 Production - MT 6375 6316

Sale - MT 6352 6328 Rupees in lacs

Sales and other income 2824 2929

Operating profit 153 186

Cosh profit 42 76

Net profit 2 35 Proposed dividend - 8 Surplus carried to balance sheet 520 518

Production and sales in quantity are marginally higher but sales in value is lower evidencing fall in prices. Consequent upon increase in import duties vide Finance Bill 1998, it is hoped that the demand for domestic paper products in the current year will go up. The company continues to export on a small scale but is trying to build more export sales as the scope for inland sales is getting reduced.

DIVIDEND

The directors after taking into consideration the financial results of the year under review and of the current period are unable to recommend payment of dividend for the said year.

SUBSIDIARY COMPANY

The audited accounts and other particulars of the company's subsidiary Vecron Industries Ltd., for the year ended 31st March, 1998 are attached herewith, as required under section 212 of the Companies Act, 1956.

The subsidiary has stopped its manufacturing operations due to heavy cash losses. The Industrial Credit and Investment Corporation of India Ltd. ICICI) has filed a suit in Bombay High Court to recover their dues as the subsidiary has not been able to repay the loan with interest due to ICICI and Corporation Bank. Rehabilitation proposals have been submitted to ICICI followed by reference to BIFR as the net worth of the subsidiary company is negative as on 31.3.1997.

ENERGY CONSERVATION

The company has appointed consultants for study of energy consumption and suggest suitable measures for energy conservation. Accordingly modifications have been carried out in the boiler to reduce coal consumption and also by adapting electronic controls in electric motors. The company has developed various new products as diversification and continues to work on these. It is also working in improving quality of its products. The company has spent Rs. 0.46 lacs an R & D operations. The company's foreign exchange earnings and outgo in Indian Rupees is Rs. 47.63 lacs and Rs. 27.65 lacs respectively.

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Mar 31, 1997

The directors are pleased to present their sixth annual report together with audited statement of accounts for the year ended 31st March 1997.

The production and sales in value are lower by 4% and 9% respectively compared to previous year due to liquidity crunch in the market, leading to restricted/selective despatches to companys dealers/customers. The margins on sales have been considerably squeezed due to severe competition in the market and higher load of overheads due to lower production.

However, the company has been able to explore foreign market for its products and is trying to build these further. The company has also started production of self copy paper after getting encouraging response from the market. We hope to overcome the present situation by introducing new products.

DIVIDEND

After taking into consideration companys performance during the year under review and very tight conditions in the money market, the directors recommend payment of dividend @ 60 poise per share for the year ended 31.3.97 free of corporate tax on dividend.

EXPANSION/DIVERSIFICATION

As already informed earlier, the company with a view to expand/diversify has set up a film and foil plant at Silvassa in the name of its 100% subsidiary Vecron Industries Ltd. The said products have faced some initial problems with regard to quality and unreasonable credit exposure, resulting into heavy pressure on working capital needs of the said subsidiary. This has caused lower production and sole. However, corrective steps have been taken for improvement in quality and recovery of dues. We hope to achieve viable results from the said plant.

In the meantime, the company's subsidiary has introduced two new products viz release paper and label stock in the market. These have been successfully produced from the same plant. Market response for these products has been satisfactory. We hope that the Silvassa plant will soon achieve monthly production of about 50 MT of paper and 25 MT of plastic of the value of Rs. 100 lacs.

SUBSIDIARY COMPANY

The audited accounts and other particulars of the company's subsidiary Vecron Industries Ltd., for the year ended 31st March, 1997 are attached herewith, as required under Section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The company enjoys cordial relations with its workmen and others.

DIRECTORS

Shri K.G. Gupta and Shri Vikram Somani, directors of the company retire by rotation and being eligible offer themselves for reappointment.

AUDITORS

M/s. Khimji Kunverji & Co., Mumbai, retire at the forthcoming annual general meeting and are available for reappointment. The directors recommend their reappointment as the auditors of the company.

The company as usual has sent letters for confirmation of balances as on 31.3.1997 to its debtors and creditors with a request to return such letters to company's auditors directly. No discrepancy has been reported to auditors. Company has engaged a competent person for doing internal audit of the relevant records maintained by its concerned departments.

PUBLIC DEPOSITS

The company does not have any unclaimed/overdue deposits as on 31st March, 1997.

INSURANCE

All the properties and insurable interests of the company have been adequately insured by the company.

ENERGY CONSERVATION ETC.

The company continued its efforts to save energy and reduce cost at every stage of production in consultation with the technical experts engaged from time to time. The company has spent Rs. 8.34 lacs on R & D operations. The company's foreign exchange earnings and outgo in Indian Rupees is Rs. 9.09 lacs and Rs. 59.08 lacs respectively.

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Mar 31, 1996

The directors have pleasure in submitting their fifth report for the year ended 31st March, 1996.

PFRFORMANCE

The operating results of the company and appropriations are as follows.

---------------------------------------------------------- Heads As at As at 31.3.96 31.3.95 ---------------------------------------------------------- i) Production - MT 6538 8753 ii) Sale - MT 6307 9075 - Rupees in lacs - iii) Sales and other income 3200 3583

iv) Operating profit 344 322 v) Cash profit 241 242 vi) Net profit 154 141 vii) Transfer to reserves - Debenture redemption reserve 15 10 - General reserve 20 22 viii) Proposed dividend 28 39 ix)Surplus carried to balance sheet 492 395

The production and sales in value are lower by 25% and 11% respectively compared to previous year. The fall in production is due to intense competition brought about in the market with a number of new coating plants starting production in last 2-3 years. Simultaneously Government has reduced import duty on all varieties of paper @ 20% and on news-print to nil. This has resulted in large imports and flooding of market by cheaper varieties from various countries.

However, the company has been able to achieve gross profits at nearly same level during the year under review.

Profitability of the company during the current year has come under severe pressure, due to increase in the cost of inputs, specially base paper and simultaneously reduction in sales prices due to competition. It is hoped that the market will revive by later part of the year and the company may be able to maintain the sales turnover.

DIVIDEND

Although the profit margin in the current year is not promising, yet your directors are pleased to recommend payment of dividend at Rs. 2.00 per share for the year ended 31st March, 1996 based upon the performance of the said year. This will absorb a sum of Rs. 28.04 lacs subject to deduction of tax at source.

EXPANSION/DIVERSIFICATION

You are aware that your company vide a memorandum of understanding dated 18th March, 1995 with M/s. GTC Industries Limited had agreed for merger with and take-over of their two paper mills namely Raigadh Papers Limited and Premier Paper Mills Limited for Rs. 900.00 lacs, net of all liabilities and free from all encumbrances. Raigadh Papers Limited being a sick mill, is subject to BIFR approval for its revival. However, BIFR in the latest hearing held on 9th May, 1996 has observed that permission from the Pollution Control Board was not forthcoming without installing a recovery boiler for the treatment of chemical effluents. The cost of project with such boiler goes upto Rs. 45 crores approx., and becomes commercially unviable. Alternative schemes of effluent treatment are being studied to break the impasse.

You will be pleased to note that your company has set up a wind mill of 550 KW at Poolvadi Coimbatore District) in the State of Tamil Nadu at the cost of Rs. 211 lacs. This Mill has been commissioned on 31st March, 1996. The operating results of this mill will be known in the current year.

SUBSIDIARY COMPANY

Your company's 100% subsidiary company M/s. Vecron Industries Limited has started their commercial production and their audited accounts and other particulars for the year ended 31st March, 1996 are attached herewith, as required under Section 212 of the Companies Act, 1956.

INDUSTRIAL RELATIONS

The company enjoys cordial relations with its workmen and others.

PUBLIC DEPOSITS

The company does not have any unclaimed/overdue deposits as on 31st March, 1996.

INSURANCE

All the properties and insurable interests of the company have been adequately insured by the company.

ENERGY CONSERVATION ETC.

The company continued its efforts to save energy and reduce cost at every stage of production in consultation with the technical experts engaged from time to time. The company has spent Rs 3.68 lacs on R & D operations. The company's foreign exchange earnings and outgo in Indian Rupees is Rs. 24.50 lacs and Rs. 24.12 lacs respectively, Details of power and fuel consumption as required under Section 217 (1)(e) of the Companies Act, 1956 are as follows:

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Mar 31, 1995

TO THE MEMBERS

Your directors are pleased to submit here with their fourth annual report together with audited statement of accounts for the year ended 31st March 1993.

PERFORMANCE -----------

The operating results of the company and appropriations are as follows.

Heads Year ended

31.3.95 31.3.94

i) Production - MT 8753 7126

ii) Sale - MT 9075 6866

...Rs. Lacs...

iii) Sales and other income 3481 2380

iv) Operating profit 322 161

v) Cash profit 242 110

vi) Net profit 140 74

vii) Transfer to reserves

- Debenture redemption reserve 10 10 - General reserve 22 10

viii) Proposed dividend 39 34

ix) Surplus carried to balance sheet 395 327

The production and sales in value are higher by 23% and 32% respectively over those of previous year leading to an increase in the cash margin by 120%. The production from third coater machine has reached to a satisfactory level after removal of certain bottle-necks. Profitability of the Company during the current year will depend upon the market forces and the cost of inputs, especially base paper being purchased by the company from large paper manufacturing mills who have been increasing their prices periodically.

DIVIDEND

Your company has already paid interim dividend of Rs. 16.83 lacs at the rate of Rs. 1.20 per share. Taking into consideration the satisfactory financial results during the year, your directors pleased recommended payment of final dividend at Rs. 1.60 per share absorbing a sum of Rs. 22.43 lacs subject to deduction of tax at source. This is higher by 17% over that of previous year.

EXPANSION / DIVERSIFICATION ---------------------------

The project for manufacture of hot stamping folis, metallized films and jari taken-up by our company's 100% subsidiary at Silvassa has been completed as schedule without any cost and time over-run. Quality of these products is satisfactory at the level of trial runs. Steps increase production and sales are being taken.

The above is horizontal diversification in related field. Instead of coating on paper, above products will be produced by coating on plastic films which are of high value. The project situated at Silvassa will also enjoy locational advantages towards sales tax remission and income tax exemption.

It is also proposed to further diversify in new fields of coated papers at Silvassa to take advantage of above concession. Necessary market studies are being undertaken to decide on such related fields of new products.

Your company has entered into a Memorandum of Understanding on 18th March 1995 with M/s. GTC Industries Limited for take-over of their two paper mills namely Raigadh Papers Limited (RPL) and Premier Paper Mills Limited (PPML) for Rs.900 lacs, net of liabilities and free from encumbrances. These are closed sick mills. RPL is presently a BIFR case, It has therefore, been advised to merge RPL with your company under BIFR order and it is proposed to take-over PPML as company's 100% subsidiary within the agreed consideration of Rs. 900 lacs. The overall cost for take-over of these two paper mills together with pulping facility is estimated to be at Rs. 21.50 crores for which the company has made application to The ICICI Limited for a term loan assistance of Rs. 12.50 crores. The balance is to be raised by way of equity/debentures.

The above project is for vertical integration which may gradually lead to several benefits to your company listed herebelow :

- Regular supply of base paper of good quality and adequate quantity under our own control.

- Savings in excise duty, sales tax and other over-heads will be available due to direct supply.

- Waste generated can be used by converting it into paper.

- Capital cost of project will lower as rehabilitation of sick unit saves considerable time as compared to setting up a new unit involving development of infrastructure facilities for land, housing, power, water and machinery.

The above would of course, depend upon successful completion of all formalities.

SUBSIDIARY COMPANY -------------------

The name of the company's subsidiary has been changed from Vecron Syntex Limited to Vecron Industries Limited wide Registration Certificate No. 11-40622 dated 13.8.1994 issued by The Registrar of Companies, Maharashtra. As required under section 212 of the Companies Act, 1956 the audited accounts and other Particulars of M/s. Vecron Industries Limited for the year ended 31st march 1995 are attached herewith.

INDUSTRIES RELATIONS --------------------

The company enjoys cordial and harmonious relations with its workmen and others at all levels of the organisation. The directors wish to place on record their appreciation for the dedicated services received by the company from its personnel.

DIRECTORS

Shri K G Gupta and Shri Vikram Somani, directors of the Company retire by rotation and being eligible offer themselves for reappointment.

AUDITORS --------

M/s Khimji kunverji & Co., Bombay, retire at the forthcoming annual general meeting and are available for reappointment. Your directors recommended their reappointment at the auditors of your company. The company as usual has sent letters for confirmation of balances as on 31.3.1995 to its debtors and creditors with a request to return such letters to company's auditors directly. No discrepancy has been reported to the auditors. Company has engaged a competent person for doing internal audit of the relevant records maintained by its concerned department.

PUBLIC DEPOSITS ---------------

The company does not have any unclaimed /overdue deposits as on 31st March 1995.

INSURANCE ---------

All the properties and insurable interests of the company have been adequately insured by the company.

ACKNOWLEDGEMENT ---------------

The directors are thankful for the continued co-operation and assistance received by the company from Financial Institutions, Banks, Shareholders, Stock Exchanges, Dealer/Customers and Suppliers during the year under review.

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Mar 31, 1994

Your Directors have pleasure in submitting their third report for the year ended 31st March 1994.

The production and sales in value are higher by 19% and 13% respectively over those of previous years leading to an increase in the cash margin by 12%. The third coater machine could not be operated at its rated capacity due to various faults in the machine and also inadequate generation of heat from the new oil heater purchased from M/s. Thermax Limited. Subsequent remedial measures have improved the efficiency of the heater and also operating capacity of the third coater machine. The profitability of the company is expected from the increased production in the current year subject of course to the market forces as several new/additional capacities have come in operation giving severe competition.

Share Capital : Your company has been able to enlist its 1402150 shares of Rs. 10 each with Bombay and Calcutta Stock exchanges as per the Hon'ble Bombay High Court order 22.10.1992, after exchange of prolonged and protected correspondence with Bombay stock exchange and Government of India. The shares of your company can be traded at the said exchanges. We are thankful to Government of India for their positive response/advice given to the said exchanges for enlisting the company's shares in terms of the said court order.

Dividend : The margin on sales during the year ended 31st March, 1994 has been under pressure. However, your directors, after taking into consideration the profits due to increased production are pleased to recommend payment of higher dividend at Rs. 2.40 (Rupees two and paise forty only) per share on 1402150 equity shares absorbing a sum of Rs. 33.65 lacs, subject to deduction of tax at source. This is higher by 20% over that of previous year.

Expansion/Diversification : The company's project for manufacture of paper convesrion/lamination at Silvassa has been expanded to include the products of 'hot stamping foils' and 'metalized films' at the said place in the name of its 100% subsidiary company M/s. Vecron Syntex Limited. This project is at advanced stagef of implementation. Subsidiary company has already entered into an agreement with M/s. Metaplast Maschinenbau GMBH & CO KG, Germany for the import of second hand vacuum jmetalizer and three lacquering machines for which letter of credit for DM 7,00,000 has already been established through Bank of India. The civil construction work is going on at full swing. The project is expected to be commissioned by June 1995. The project cost has already been appraised at Rs. 930 lac by the ICICI Limited with a sanction of term loan assistance of Rs. 530 lacs. Your company's bankers viz. Bank of India has also shown interest for providing full working capital finance and participation in term finance. Steps are being taken for raising equity capital of Rs. 400 lac by way of public/preferential issue. The project cost is however, likely to increase to Rs. 11 crores due to inclusion of additional equipments for printing etc. and the same is under approval by the ICICI Ltd.

Subsidiary Company : As required under section 212 of the companies act, 1956, the audited accounts and other particualrs of M/s. Vecron Syntex Limited for the year ended 31st March 1994 are attached herewith. The name of Vecron Syntex Limited is being changed to Vecron Industries Limited with a view to conform to its proposed activities/products.

Energy Conservation etc. : Efforts are made by the company to conserve energy and reduce cost at all levels from time to time. Technical consultants are engaged periodically for improvement in quality of products and reduction in cost of production. The company has spent Rs. 1,58,480 on R&D operations. The company's foreign exchange earnings and outgo in Indian currency is Rs. Nil and Rs. 231021 respectively.

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Mar 31, 1993

Your Directors are pleased to present their second report for the year ended 31st March, 1993.

The current years' results upon comparison with those of previous year on annualised basis reveal that production and sales in value have gone up by 11% with almost same margin on sales due to diverse reasons such as increase in cost of inputs without corresponding increase in realisation and part utilisation of third coater machine.

The current years' working results should improve with higher production when third coater machine comes into full operation. Profitability would of course depend on market conditions as several new/additional capacities are coming into operation giving rise to severe competition.

Share Capital : Your company has already issued and delivered 1401800 equity shares to the respective preference shareholders of Shree Vindhya Paper Mills Ltd. as per the scheme of arrangement with the said company. The Honourable Bombay High Court has approved the said scheme vide its order dated 22.10.1992. The company has made the applications to the Bombay and Calcutta exchange for listing of its shares. We hope that both the exchanges will enlist our shares as early as possible in view of a directive given by the Honourable Bombay high court vide their order dated 22.10.92 and positive response/advice given by Government of India vide their letter dated 9.6.93.

Dividend : The working results of the company for the year ended 31st March 1993 have not been highly encouraging. However, your directors after taking into consideration the overall position of profits earned by your company during the year under review are pleased to recommend the payment of dividend at Rs. 2(two) per share on 1402150 equity shares subject to deduction of tax at source. This is matching with the payment of dividend made/contributed for the year ended 31st March 1992 by the coating division of your company.

Expansion/Diversification : M/s. Vecron Syntex Private Limited are holding a plot of land at Silvassa in Union territory. It is proposed to set up a paper conversion/lamination project at an estimated cost of Rs. 10 crore on the said plot. As the plot is not transferrable in the name of the said M/s. Vecron Syntex Private Limited by making the said company a subsidiary of your company.

Subsidiary Company : As required under sectin 212 of the companies act 1956, the audited accounts and other particulars of M/s. Vecron Syntex Private Limited for the year ended 31st March, 1993 are attached herewith.

Energy Conservation etc. : Efforts are made by the company to conserve energy and reduce cost at all levels from time to time. Technical consultants are engaged periodically for improvement in quality of products and reduction in cost of production. The company has spent Rs. 18867/- on R&D operations. The company's foreign exchange earnings and outgo in Indian currency is Rs. 176933 and Rs. 53,393 respectively.