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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Somi Conveyor Beltings Ltd.

Mar 31, 2024

Your Board of Directors (âthe Boardâ) take pleasure of presenting the 24^th Annual Report of your Company

together along with the Audited Financial Statements for the financial year ended 31 March 2024.

FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31,2024 compared with previous Financial Year is summarized below:

(Rs. in Lakhs)
FINANCIAL RESULTS	2023-24	2022-23
Total Sales Profit Before Interest, Depreciation and taxation Interest Depreciation Profit Before Tax Provision for Tax Prior Period Tax Add/(Less) Deferred Tax Profit After Tax Other Comprehensive Income Total Comprehensive Income for the year	10210.69	9369.57
	848.36	727.21
	121.64	198.50
	116.82	101.25
	609.90	427.46
	(150.77)	(67.98)

	(3.87)	(12.67)
	455.26	346.81
	(0.21)	(11.21)
	455.05	335.60

The above mentioned financial performance highlights are an abstract of the Financial Statements of your Company for the Financial Year 2023-24. The detailed Financial Statements of your Company forms part of this Annual Report and are also uploaded on website of your Company i.e. www.somiinvestor.com.

During the Financial Year under review, Companyâs revenue from operation increased by 8.98% and it stood at Rs. 10210.69 Lakhs compared to Rs. 9369.57 Lakhs in the previous financial year. The Net Profit after Tax for the financial year amounted to Rs. 455.26 Lakhs as against Rs. 346.81 Lakhs in the previous year, resulting in increase in Profits of the Company by 31.26%. The Board is confident of higher growth in the financial year 202425

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any Subsidiary Company, Associate Company or any other Joint Venture; therefore, it is not required to prepare Consolidated Financial Statements.

DIVIDEND

In order to conserve the funds for the growth of the Company, the Board of Directors do not recommended any dividend for the year ended 31 March, 2024.

STATE OF THE COMPANYâS AFFAIRS (MANAGEMENT DISCUSSION AND ANALYSIS)

In terms of the provisions of Regulation 34(2) of the Listing Regulations, the Management Discussion and Analysis Report of your Company''s affairs for the year under review is attached and forms an integral part of this Annual Report.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profit for FY24 in the distributable retained earnings. CREDIT RATING

CRISIL Rating Limited, has assigned following credit rating to the Company in respect of long-term Bank facilities and short-term Bank facilities availed by the Company:

	Particulars	Ratings Assigned
	Long Term Bank Facilities	CRISIL BB /Stable
Short Term Bank Facilities		CRISIL A4

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the draft annual return for Financial Year 2023-24 prepared in accordance with Section 92(3) of the Act is made available on your website of the Company i.e. www.somiinvestor.com.

NUMBER OF MEETINGS OF THE BOARD

Your Companyâs Board of Directors met 10 (ten) times during the financial year ended March 31, 2024 in accordance with the provisions of the Act and the Rules made there under. The meetings were held on 02.05.2023, 30.05.2023 12.08.2023, 04.09.2023, 20.10.2023, 08.11.2023, 11.12.2023, 12.02.2024, 01.03.2024 and 30.03.2024 of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. Detailed information is given in the Corporate Governance Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013, Secretarial Standards and SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015.

COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, your Company has constituted various Committees of the Board and they focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholdersâ Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. During the year under review, all recommendations made by the various committees have been accepted by the Board.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel

During the financial year 2023-24, following changes took place in the management of the Company:

> Mrs. Payal Daga (DIN - 07134985) was appointed as Non-Executive Non-Independent Woman Director on the Board of the Company liable to retire by rotation, in the 23^rd Annual General Meeting held on September 30, 2023.

> Mr. Om Prakash Bhansali was appointed as Chairman of the Company in place of Mr. Mahendra Rakhecha w.e.f. 8^th November, 2023.

> Mr. Om Prakash Bhansaliâs continuation of employment as Managing Director of the Company on

attaining the age of 70 years was approved for the remaining period of his term of 5 years i.e. until 31 August, 2027 in the Extra-ordinary General meeting of the Company held on 8^th January, 2024

In accordance with the provisions of Section 152 of the Act, Mrs. Payal Daga (DIN - 07134985), Non-Executive Non-Independent Woman Director of your Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment. Approval of the Members is being sought at the ensuing Annual General Meeting for her re-appointment and the requisite details in this connection are contained in the Notice convening the meeting.

The Board of Directors on the recommendation of Nomination and Remuneration Committee has proposed appointment of Mrs. Rekha Bhandari as Non-Executive Independent Woman Director of the Company. Approval of the Members is being sought at the ensuing Annual General Meeting for her appointment and the requisite details in this connection are contained in the Notice convening the meeting.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report.

Apart from the aforesaid changes, there was no change in Directors and Key Managerial Personnel of your Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Pursuant to Regulation 25(7) of the SEBI Listing Regulations, during the financial year 2023-24, the Company imparted Familiarization Programme to Independent Directors to familiarize them about their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates, review of investments of the Company, business model of the Company, Prohibition of Insider Trading Regulations, SEBI Listing Regulations, etc. The details of the familiarization programme are available on the website of the Company at www.somiinvestor.com

Further, in the opinion of the Board, all the Independent Directors fulfill the conditions specified in SEBI Listing Regulations and are independent of the management.

PERFORMANCE EVALUATION

In accordance with the Act and Regulation 4(2)(f) of the Listing Regulations, your Company has framed a Policy for Evaluation of Performance of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors .A questionnaire is formulated for evaluation of performance of the Board, its committees and individual Directors, after taking into consideration several aspects such as board composition, strategic orientation, board functioning and team dynamics.

An annual performance evaluation for the financial year 2023-24 was carried out by the Board of Directors and the Nomination and Remuneration Committee at their respective meetings. The questionnaires were circulated to the Board members and the Committee members of the Nomination and Remuneration Committee at the time of performance evaluation conducted at their respective meetings. The Directors and the Committee members then filled-up the questionnaire and rated the Board, its Committees and individual Directors and duly filled questionnaires were handed over to the Company Officer.

Performance evaluation of Independent Directors was conducted by the Board of Directors, excluding the Director being evaluated. The criteria for performance evaluation of Independent Directors laid down by the Nomination and Remuneration Committee include ethics and values, knowledge and proficiency, diligence, behavioral traits, efforts for personal development and independence in decision making.

Similarly, performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors of your Company at its separate meeting held on March 29, 2024. Your Directors also expressed their satisfaction with the evaluation process.

TRAINING OF INDEPENDENT DIRECTORS

All Independent Directors are familiarized with your Company, their roles, rights and responsibilities in your Company, nature of the industry in which your Company operates, business model, strategy, operations and functions of your Company through its Executive Directors and Senior Managerial Personnel. The details of programs for familiarization of Independent Directors of the Company are available on the website of your Company www.somiinvestor.com

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to Section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations declaring that they meet the criteria of independence laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. All the Independent Directors of your Company have complied with the provisions of sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 by registering themselves under data bank of Independent Director. Your Company has also formulated a Code of Conduct for Directors and Senior Management Personnel and has obtained declarations from all the Directors to the effect that they are in compliance with the Code.

MEETING OF INDEPENDENT DIRECTORS

Your Companyâs Independent Directors meet at least once in every financial year without the presence of the Executive Directors or Management Personnel of your Company and the Meeting is conducted formally. During the year under review, one meeting of Independent Directors was held on March 29, 2024.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability hereby confirm:

a) that in the preparation of the annual accounts for the financial year ended 31st March 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit or loss of the Company for the year ended on that date;

c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORSâ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Directorsâ Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3)of section 178 are provided in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) of the Company as per Section 2(51) and 203 of the Companies Act, 2013 read with the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

During the financial year 2023-24, the constitution of the Board complies with the requirements of the Act, and the SEBI Listing Regulations. There was no change in Key Managerial Personnel of your Company during the financial year 2023-24.

STATUTORY AUDITORS & AUDITORâS REPORT

Pursuant to Section 139 of the Act read with rules made thereunder, as amended, M/s Singhvi & Mehta, Chartered Accountants (Firm Registration Number 002464W), were re-appointed as the Statutory Auditors of your Company, for the second term of five years till the conclusion of 27th Annual General Meeting (AGM) of your Company to be held in the year 2027.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of your Company.

M/s. Singhvi & Mehta, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2023-24, which forms part of the Annual Report 2023-24. The Notes to the financial statements referred in the Auditorsâ Report are self-explanatory. The Auditorsâ Report is enclosed with the financial statements forming part of this Annual Report.

The Auditorsâ Report does not contain any qualification(s), reservation(s) or adverse remark(s).

SECRETARIAL AUDITOR

In terms of Section 204 of the Act, the Board of Directors of your Company have appointed FCS Ira Baxi (FCS: 5456; CP: 4712), Practicing Company Secretary, Jodhpur as the Secretarial Auditor of your Company to carry out Secretarial Audit for the financial year 2023-24. Your Company has obtained Secretarial Audit Report for the Financial Year 2023-24 in the prescribed Form MR-3 from FCS Ira Baxi, Practicing Company Secretary, which forms part of the Annual Report and is appended as âAnnexure - Iâ to this Report.

There are no qualifications, reservation or adverse remark or disclaimer made by the Secretarial auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

In addition to the above Secretarial Audit and pursuant to the requirements of Regulation 24A of the Listing Regulations FCS Ira Baxi, Practicing Company Secretary, have also issued to your Company, Annual Secretarial Compliance Report for the financial year 2023-24 confirming compliance of all laws, SEBI Regulations and circulars/ guidelines issued thereunder, applicable to your Company. The Annual Secretarial Compliance Report dated May 15, 2024 issued by M/s. FCS Ira Baxi, Practicing Company Secretary has been submitted to the stock exchanges within 60 days from the financial year ended March 31,2024.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, the Statutory Auditors and Secretarial Auditor of your Company have not reported any instances of fraud committed in your Company by Companyâs officers or employees, to the Audit Committee, as required under Section 143(12) of the Act.

COST AUDIT RECORDS AND COST AUDITORS

During the year under review, in accordance with Section 148(1) of the Act, your Company has maintained the accounts and cost records, as specified by the Central Government.

In terms of Section 148 of the Act, Board of Directors of the Company has appointed M/s. Anchal Jain & Co., (FRN: 103706) Cost Accountants, as Cost Auditors of your Company to conduct cost audit for the FY 2024-25 for auditing the Cost Records relating to the Rubber and allied products.

A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY25 is provided in the Notice of the ensuing AGM.

SHARE CAPITAL

During the year under review the issued, subscribed and paid up Equity Share Capital of the Company was 11,779,656 equity shares of Rs.10/- each. There was no change in the capital structure of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from Audit Committee is obtained for the related party transactions which are repetitive in nature.

All transactions with related parties entered into during the year under review were at armâs length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Companyâs Policy on Related Party Transactions.

Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2 is appended as âAnnexure - IIâ to this Report.

During the year under Review, your Company had entered into contract(s)/arrangement(s)/transaction(s) with related parties which were in ordinary course of business and on armâs length basis and none of which could be considered as material in accordance with the policy of your Company on materiality of related party transactions. Further, none of the contract(s)/ arrangement(s)/transaction(s) with related parties required approval of members as the same were within the limits prescribed under Section 188(1) of the Act and the Rules framed thereunder read with the provisions of Regulation 23(4) of the Listing Regulations.

Suitable disclosures as required by the Indian Accounting Standards have been made in the notes to the financial statements. The policy on related party transactions as approved by the Board is uploaded on the Companyâs website www.somiinvestor. com.

Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports to the stock exchanges, for the related party transactions.

Pursuant to Schedule V (A)(2A) of SEBI (LODR)Regulations, 2015, details of transactions that took place during the year with Related Parties are listed below:

Details of transactions with Related Parties for the period 01.04.2023 to 31.03.2024
1 (Rs. In Lakhs)
Particulars Nature of Relationship	Name of Related Party	31.03.2024
Sale of Goods WHERE RKMP HAS INFLUENCE	Oliver Rubber Ind. LLP.	153.52
Purchase WHERE RKMP HAS INFLUENCE	Oliver Rubber Ind. LLP.	4.83
Managerial Remuneration KMP	Om Prakash Bhansali	33.90
	Vimal Bhansali	27.30
	Gaurav Bhansali	27.30
	Manish Bohra	19.61
	Amit Baxi	5.00
Salary RKMP	Anita Bohra	6.18
	Dhananjay Bhansali	2.97

	Interest Paid	KMP	Vimal Bhansali	2.14
Loan Paid		KMP	Vimal Bhansali	124.36
			Manish Bohra	18.30
Rent Paid		KMP	Om Prakash Bhansali	1.10
	Out Standing Balances:
Sale of Goods		WHERE RKMP HAS INFLUENCE	Oliver Rubber Ind. LLP.	99.42
Loans Taken		KMP	Vimal Bhansali	2.19
Loans Given		KMP	Manish Bohra	12.50
	Rent Paid	KMP	Om Prakash Bhansali	2.20
Managerial Remuneration		KMP	Om Prakash Bhansali	2.07
			Vimal Bhansali	1.70
			Gaurav Bhansali	1.68

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

CYBER SECURITY

In view of increased cyber attack scenarios, the cyber security maturity is reviewed periodically and the processes, technology controls are being enhanced in-line with the threat scenarios. Your Companyâs technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data.

During the year under review, your Company did not face any incidents or breaches or loss of data breach in cyber security.

RISK MANAGEMENT

The Company recognizes that risk is an integral and inevitable part of business and it is fully committed to managing the risks proactively and efficiently. Our success as an organization depends on our ability to identify and leverage the opportunities while managing the risks. The Company has a disciplined process for continuously assessing risks, in the internal and external environment along with minimizing the impact of risks. The Company incorporates the risk mitigation steps in its strategy and operating plans. The objective of the Risk Management process is to enable value creation in an uncertain environment, promote good governance, address stakeholder expectations proactively, and improve organizational resilience and sustainable growth.

The Company has in place a Risk Management Policy which regularly identifies uncertainties and after assessing them, devises short term and long-term actions to mitigate any risk which could materially impact the Companyâs long-term plans. Mitigation plans for significant risks are well integrated with business plans and are reviewed on a regular basis by the senior leadership. Audit Committee has been entrusted by the Board with the responsibility of reviewing the risk management process in the Company and to ensure that all short-term and long-term implications of key strategic and business risks are identified and addressed by the management.

The Company periodically reviews and improves the adequacy and effectiveness of its risk management systems considering the rapidly changing business environment and evolving complexities and through the risk management process, aims to contain the risk within the risk appetite.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company is committed to highest standards of ethical, moral, compliance and legal conduct of its business. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standard of responsibility, professionalism, honesty and integrity, the Company has established a whistle blower policy as per Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, for the directors and employees of the Company, to report their genuine concerns. The Board has adopted the policy to deal with instances of fraud or mismanagement, if any.

The policy also provides for adequate safeguards against victimization of directors, or employees or any other person who has availed the mechanism and also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases. The Company promotes ethical behavior in all its business activities and in line with the best international governance practices. The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has formulated a vigil mechanism through Whistle Blower Policy to deal with instances of unethical behavior, actual or suspected, fraud or violation of Companyâs code of conduct or ethics policy. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company.

DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013 and that such systems are adequate and operating effectively.

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (âIBCâ)

During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any onetime settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The "Code of Fair Disclosure, Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" has been adopted and has been disclosed on the website of the Company at www.somiinvestor.com.

INTERNAL FINANCIAL CONTROL

The Companyâs Board of Directors holds responsibility for ensuring and establishing internal financial controls. Within the Company, internal control mechanisms for business processes, operational efficiency and compliance with all applicable rules and regulations are firmly in place. The Board also evaluates the adequacy and effectiveness of such controls. Policies, procedures, control structures and management systems align with the concept of Internal Financial Controls under the Companies Act, 2013, established at both entity and process levels to ensure compliance, regulatory adherence and accurate financial and operational data recording.

Regular internal inspections and audits are conducted to ensure the efficient execution of obligations. A comprehensive assessment of the Companyâs internal controls, accounting procedures and policies is undertaken. Senior Management evaluates and certifies the effectiveness of internal control mechanisms over financial reporting, adherence to the code of conduct and Company policies and compliance with established procedures in financial or commercial transactions, especially in cases of personal interest or potential conflicts of interest.

The Company has a clearly defined Governance, Risk & Compliance Framework aligned with Policies, Standard Operating Procedures (SOP),Financial & Operational Delegation of Authority (DOA).Our ERP system facilitate mapping with role based authority to business & functional team to ensure smooth conduct of their operations across the organisation. The internal control system ensures compliance with all applicable laws and regulations.

The Company has well established Internal audit function. Risk based audit are performed for all businesses, functions & locations (Plants, warehouse, Head office).

The internal financial control process, supports orderly and efficient conduct of its business including adherence to Companyâs policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND Transfer of Equity Shares:

Pursuant to the provisions of Section 124(6) of the Act and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all the equity shares of any Company in respect of which dividend amounts have not been paid or claimed by the shareholders for seven consecutive years or more are required to be transferred to demat account of the Investor Education and Protection Fund Authority (IEPF Account).

During the year under review, 15671 equity shares have been transferred to IEPF Authority under Section 125 (6) of the Companies Act, 2013 and the IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016.

Transfer of Unpaid/Unclaimed Dividend:

Further, pursuant to the provisions of Section 124(5) of the Act, the dividend which remained unclaimed/ unpaid for a period of seven years from the date of transfer to unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.

During the year under review, unclaimed dividend amount of Rs. 115,509.00 of the Company for the Financial Year 2015-16 (Final) has been transferred to IEPF established by the Central Government pursuant to Section 125 of the Companies Act, 2013 on 4^th December, 2023.

Further, the unpaid final dividend amount pertaining to the financial year 2017-18 will be transferred to IEPF during the Financial Year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY

Your Company believes in being socially accountable to all its stakeholders and enhancing its positive impact on Society and has always laid emphasis on progress with social commitment. We believe strongly in our core values of empowerment and betterment of not only the employees but also our communities. The goal of the company''s CSR programmes is to raise community standards of living while generating long-term benefit for all stakeholders. The corporate social responsibility policy of the company lays out instructions for how those activities should be carried out. The Company implements its corporate social responsibility programmes either independently or in partnership with qualified implementing agencies registered with the Ministry of Corporate Affairs that work closely with public systems and partners. The Company addresses societal challenges through societal development programmes and maintains a focus on improving quality of life.

The company is committed to acting in the best interests of its stakeholders and with a sense of purpose by engaging in socio-economic development, which has always been integral to the company''s strategic objectives. Through its Corporate Social Responsibility, the company envisions an enlightened, equitable society in which every individual realises her/his potential with dignity through creating transformative, efficient and lasting solutions to their development challenges. Activities in the areas of education, healthcare, communities, ecology, and the environment are all included in the company''s CSR and sustainability programmes and practises.

As required under Section 135 of the Companies Act, 2013 and to demonstrate the responsibilities towards Social upliftment in structured way, the Company has formed a Policy to conduct the task under CSR, during the year. The Board has approved a policy for Corporate Social Responsibility and same has been available on the website i.e www.somiinvestor.com. The Annual Report on the CSR activities in the format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure-III to this Report.

CORPORATE GOVERNANCE

The governance structure of the company is centered on principles of openness, honesty, professionalism, and accountability, all of which contribute to the efficient and transparent execution of the company''s strategy and the creation of long-term value for its stakeholders, including its shareholders, partners in business, and employees.

The Board is responsible for and committed to sound principles of Corporate Governance in the Company. It continues to set high standards of governance which not only meet the applicable legislation but go beyond in many areas of our functioning. The Board has ultimate responsibility for the development of strategy, material acquisitions and divestments, material capital expenditure, the Companyâs capital structure and other financing matters, oversight of policies, procedures and internal controls, setting and monitoring the Companyâs culture and promoting ethical behavior.

Additionally, the Company makes sure that it continuously improves and strictly abides by governance best practises, not only to increase long-term shareholder value but also to protect the rights of the minority. The Company believes that it is its fundamental duty to provide accurate and timely information on the Company''s performance, management, and governance.

The shareholders, board, and executive management make up the three tiers of the company''s governance structure. It not only promotes enhanced corporate autonomy, performance management, and the growth of business leaders, but also provides higher management accountability and credibility.

A separate report on Corporate Governance Compliance as stipulated in regulations 17 to 27, clauses (b) to

(i) of sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included and forms part of the Annual Report along with the requisite Certificate regarding compliance of the conditions of Corporate Governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The matters pertaining to industry structure and developments, opportunities and threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance are detailed in the Report. The Management Discussion and Analysis report for the year under review and as stipulated under Schedule V and Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in a separate section, forming part of the Annual Report.

SHARE REGISTRY ACTIVITIES

All work related to share registry is handled by Link Intime India Private Limited, a Registrar and Share Transfer Agent registered with SEBI.

LISTING WITH STOCK EXCHANGE

Equity shares of your company continue to remain listed with National Stock Exchange of India Limited and BSE Limited. There are no arrears in payment of listing fees and the stipulated listing fee for financial year 2023-24 has been paid.

DEMATERIALIZATION OF SHARES

The shares of your company are traded in dematerialized form either with the National Securities Depository Limited (NSDL) or the Central Depository Services (India) Limited (CDSL).

INSURANCE

Assets of your Company remain adequately insured against various perils.

HEALTH, SAFETY AND ENVIRONMENT

Ensuring the safety and well-being of our employees is of paramount importance. We dedicate significant efforts to uphold high standards of Health, Safety, and Environment (HSE) in the workplace, recognizing that any lapses in these areas could have serious consequences.

As a firm commitment to Health, Safety and Environment (HSE), we maintain strict adherence to health and safety protocols across all our plants and office locations. We regularly conduct health and safety training for employees and workers, supplemented by periodic audits and surprise checks to ensure full compliance with all protocols.

The goal of Hazard identification is to find and record all possible hazards that may be present at workplace and ensuring mitigation or bringing the risk to as low as reasonably possible or acceptable for all routine processes. For non-routine processes, we have Permit to Work system which ensures that adequate measures are taken before initiating any non-routine activity tasks.

While an accident may cause damage to reputation and incite potential legal actions by local authority, practicing / delivering best in class HSE performance has created positive differences to all direct and indirect stakeholders of the company. It has enhanced the brand value significantly as well.

In pursuance to HSE Policy your Companyâs management has devoted all their efforts to protect and maintain safety environment in the Company. The Company has taken all possible measures to segregate hazardous and non-hazardous substances. Health, Safety and Environment involves proactive approach to create safe working environment, continuous safety education and training, periodic review of programs and evaluation of incidents.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT

No material changes and commitments affecting the financial position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is as follows:-

(a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Non-Executive Directors		Ratio to Median Remuneration
Mr. Mahendra Rakhecha		NIL
Mr. Yogesh Maheshwari		NIL
Ms. Surbhi Rathi		NIL
Ms. Payal Daga		NIL
Mr. Santosh Kumar Joshi		NIL
Ms. Saraswati Choudhary		NIL
Executive Directors
Mr. Om Prakash Bhansali		9.39:1
Mr. Vimal Bhansali		7.56:1
Mr. Gaurav Bhansali		7.56:1

(b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person		% Increase in remuneration
Mr. Mahendra Rakhecha		NIL
Mr. Yogesh Maheshwari		NIL
Ms. Payal Daga		NIL
Mr. Santosh Kumar Joshi		NIL
Ms. Saraswati Choudhary		NIL
Mr. Om Prakash Bhansali, MD & CEO		9.25%
Mr. Vimal Bhansali		11.63%
Mr. Gaurav Bhansali		11.63%
Mr. Manish Bohra, Chief Financial Officer		14.80%
Mr. Amit Baxi, Company Secretary		7.80%

(d) the number of permanent employees on the rolls of company:102

(e) the explanation on the relationship between average increase in remuneration and company performance:

There is no direct relation between the average remuneration of the employees vis-a-vis Company Performance

(f) comparison of the remuneration of the Key Managerial Personnel against the performance of company:
	Particulars	Rs.(in lakhs)
	Remuneration of Key Managerial Personnel (KMP) during financial year 2023-24 (aggregated)	113.11
	Revenue from operations	10210.69
	Remuneration (as % of revenue)	1.11%
	Profit before tax (PBT)	609.90
	Remuneration (as % of PBT)	18.55%

(g) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year:

Particulars		Unit	As at	As at	Variation
			31^st Mar 24	31^st Mar 23
	Closing rate of share at BSE	Rs.	132.75	36.10	96.65
Closing rate of share at NSE		Rs.	133.10	36.00	97.10
	EPS (Consolidated)	Rs.	3.86	2.94	0.92
Market Capitalization (BSE)		Rs.(in lakhs)	15637.49	4252.46	11385.03
	Market Capitalization (NSE)	Rs.(in lakhs)	15678.72	4240.68	11438.04
Price Earning Ratio (BSE)		Ratio	34.39	12.28	22.11
	Price Earning Ratio (NSE)	Ratio	34.48	12.24	22.24

(h) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average percentile increase in the salaries of employees other than the managerial personnel is 11.81% which is slightly lower than the percentile increase in the remuneration of managerial personnel.

(i) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Particulars			Om Prakash	Vimal	Gaurav	Chief	Company
		Bhansali Managing Director		Bhansali Whole-Time Director	Bhansali Whole-Time Director	Financial Officer	Secretary
		Rs.(in lakhs)		Rs.(in lakhs)	Rs.(in lakhs)	Rs.(in lakhs)	Rs.(in lakhs)
Remuneration		33.90		27.30	27.30	19.61	5.00
r	Revenue	10210.69		10210.69	10210.69	10210.69	10210.69
Remuneration		0.33%		0.27%	0.27%	0.19%	0.05%
(as % of revenue)
	Profits before tax		609.90	609.90	609.90	609.90	609.90
	(PBT)
Remuneration (as % of PBT)		5.56%		4.48%	4.48%	3.22%	0.82%

(j) the key parameters for any variable component of remuneration availed by the directors:

No variable remuneration is provided to the executive directors.

(k) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

(l) affirmation that the remuneration is as per the remuneration policy of the Company

The Companyâs remuneration policy is driven by the success and performance of the individual employees of the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals is measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company expects all its employees to act in accordance with the highest professional and ethical standards upholding the principles of integrity and compliance at all times. In this regard, expectations around compliance are communicated to the employees through multiple channels. The Company as an equal opportunity employer seeks to ensure that the workplace is free of any kind of harassment or inappropriate behaviour. Comprehensive policies and procedures have been laid down, to create an environment where there is respect and dignity in every engagement. The Company has adopted zero tolerance for sexual harassment at the workplace. This is imbibed in the Companyâs culture.

As an endeavour to educate and empower employees and others within the organisation regarding POSH, virtual and classroom awareness sessions were conducted throughout the year. Additionally, an e-learning module is also in place for easy learning.

The Company has formulated a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules thereunder. The required awareness is created by communicating the essence of the policy to all employees at regular intervals through assimilation and awareness programs.

The Company has constituted an Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee is headed by an Independent person.

The following are the summary of the complaints received and disposed off during FY 2023-24:

Particulars	Details
No of Complaints of sexual harassment received in the year	NIL
No of Complaints disposed off during the year	Not Applicable
No of cases pending for more than ninety days	Not Applicable

RESEARCH AND DEVELOPMENT

Research and development are continual operations that play a vital role in supplying inputs for creating new products, coming up with energy-saving solutions, improving production processes, and improving product quality.

The Company is actively engaged in tapping these fast-emerging opportunities supported by investments in manufacturing infrastructure, registrations, research and development to expand the addressable market with wider active ingredient portfolio and enhanced customer base.

The Company is into regular advancement of their machineries, and currently planning for increasing its production capacity for which order for few machineries have also been placed.

Research and Development team constantly focus on producing innovative products that cater to evolving industry needs.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are as follows:

(A) CONSERVATION OF ENERGY

a. Energy Conservation Measures taken

Continuous and substantial efforts were made to ensure optimum consumption of fuel and electricity at all the plants of the company. These efforts resulted in general improvement in the energy consumption of the business.

b. Capital Investment on energy conservation equipments NIL

FORM A I. Disclosure of Particulars with respect to Conservation of Energy
	Power & Fuel Consumption		Unit of	Current Year	Previous Year
			Measurement	(2023-24)	(2022-23)
	1. Electricity		KWH/MWH
	a) Purchased
	Unit			24,66,992.00	20,33,960.00
	Total Amount			2,38,05,203.00	1,96,98,002.00
	Rate/ Unit			9.65	9.68
	b) Own Generation		NIL	NIL	NIL
	2. Coal		NIL	NIL	NIL
	3. Furnace oil		NIL	NIL	NIL
	4. Others / internal generation		NIL	NIL	NIL
	II. Consumption per unit of Production - unit (KMH/MT)
S. No. Product		Standard Budget Current Year			Previous Year
		Norms (2023-24) (2023-24 (Rs) (Rs)			(2022-23) (Rs)
1 Conveyor Belt			125.00	125.10	121.33

(B) TECHNOLOGY ABSORPTION

FORM B

Disclosure of Particulars with respect to Technology Absorption TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Your company continues to upgrade its technology to ensure that it remains a frontrunner in its field of operations.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO		(Rs. In Lakhs)
FOREIGN EXCHANGE	2023-24	2022-23

Foreign Exchange Earnings	-	-
Foreign Exchange Outgo	310.70	366.29

ACKNOWLEDGEMENT

Your Directors are highly grateful for all the guidance, support and assistance received from the Government of India, Governments of various states in India, concerned Government Departments, Financial Institutions and Banks. Your Directors thank all the esteemed shareholders, customers, suppliers and business associates for their faith, trust and confidence reposed in your Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that your Company continues to grow and excel.

It will be our endeavor to build and nurture strong links with the trade based on mutual benefits, respect for and co-operation with each other, consistent with consumer interests. The Board look forward to continuance of the supportive relations and assistance in the future.

Mar 31, 2023

It is our pleasure to present to you the 23^rd Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended March 31,2023.

FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Year ended March 31,2023 compared with previous Financial Year is summarised below:

(Rs. in Lakhs)
FINANCIAL RESULTS	2022-23	2021-22
Total Sales Profit Before Interest, Depreciation and taxation Interest Depreciation Profit Before Tax Provision for Tax Prior Period Tax Add/(Less) Deferred Tax Profit After Tax Other Comprehensive Income Total Comprehensive Income for the year	9369.57	5713.85
	727.21	584.51
	198.50	229.29
	101.25	97.99
	427.46	257.23
	(67.98)	(36.45)
		(19.29)
	(12.67)	(29.91)
	346.81	171.58
	(11.21)	-
	335.60	171.58

The above mentioned financial performance highlights are an abstract of the Financial Statements of your Company for the Financial Year 2022-23. The detailed Financial Statements of your Company forms part of this Annual Report and are also uploaded on website of your Company i.e.www.somiinvestor.com.

During the Financial Year under review, Companyâs revenue from operation increased by 63.98% and it stood at Rs. 9369.57 Lakhs compared to Rs. 5713.85 Lakhs in the previous financial year. The Net Profit after Tax for the financial year amounted to Rs.346.81 Lakhs as against Rs.171.58 Lakhs in the previous year, resulting in increase in Profits of the Company by 102.13% which is just double of the previous year profits. The Board is confident of higher growth in the financial year 2023-24

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

The Company does not have any Subsidiary Company, Associate Company or any other Joint Venture; therefore, it is not required to prepare Consolidated Financial Statements.

DIVIDEND

In order to conserve the funds for the growth of the Company, the Board of Directors do not recommended any dividend for the year ended 31^st March, 2023.

STATE OF THE COMPANYâS AFFAIRS (MANAGEMENT DISCUSSION AND ANALYSIS)

TRANSFER TO RESERVE

The provisions of the Companies Act, 2013 do not mandate any transfer of profits to General Reserve. Hence, no transfer has been made to the General Reserve for the year under review.

CREDIT RATING

CRISIL Rating Limited, has assigned following credit rating to the Company in respect of long-term Bank facilities and short-term Bank facilities availed by the Company:

Particulars	Ratings Assigned
Long Term Bank Facilities	CRISIL BB /Stable
Short Term Bank Facilities	CRISIL A4

ANNUAL RETURN

Pursuant to Section 134 (3) (a) of the Act, the draft annual return for Financial Year 2022-23 prepared in accordance with Section 92(3) of the Act is made available on your website of the Company i.e. www.somiinvestor.com.

NUMBER OF MEETINGS OF THE BOARD

Your Companyâs Board of Directors met 9 (nine) times during the financial year ended March 31, 2023 in accordance with the provisions of the Act and the Rules made thereunder. The meetings were held on 02.05.2022, 30.05.2022, 06.08.2022, 12.08.2022, 03.09.2022, 08.11.2022, 27.12.2022, 14.02.2023 and 18.02.2023 of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. Detailed information is given in the Corporate Governance Report.

The intervening gap between two consecutive meetings was within the period prescribed under the Companies Act, 2013 and the Listing Regulations.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority

The following Committees constituted by the Board function according to their respective roles and defined scope:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Corporate Social Responsibility Committee

â¢ Stakeholdersâ Relationship Committee

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

Changes in the composition of the Board of Directors and other Key Managerial Personnel

During the financial year 2022-23, following changes took place in the management of the Company:

> Mrs. Surbhi Rathi resigned from the post of Non-Executive Independent Woman Director of the Company w.e.f. 6^th August, 2022.

> Mrs. Payal Daga (DIN - 07134985) was appointed as Non-Executive Non-Independent Woman Director on the Board of the Company liable to retire by rotation in the 22^nd Annual General Meeting held on September 30, 2022.

> Mr. Om Prakash Bhansali as Managing Director, Mr. Vimal Bhansali and Mr. Gaurav Bhansali as Whole-Time Director were re-appointed for the period of 5 Years w.e.f. September 01,2022 to August 31,2027 in the 22^nd Annual General Meeting of the Company held on September 30, 2022.

> Mr. Om Prakash Bhansali resigned from the post of Chairman of the Company on 1^st October,2022 and Mr. Mahendra Rakhecha was appointed as Chairman of the Board.

> Mrs. Saraswati Choudhary (DIN - 09835573) was appointed as an Additional Director designated as Independent Director of your Company with effect from December 27, 2022. Further, as per the requirement of Regulation 17(1C) of the Listing Regulations your Company on March 17, 2023 has obtained approval of the shareholders of your Company in the Extra-Ordinary General Meeting for appointment of Mrs. Saraswati Choudhary as an Independent Director of your Company for first consecutive term of 5 years commencing from December 27, 2022 to December 26, 2027 (both days inclusive).

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM, forming part of the Annual Report.

Apart from the aforesaid changes, there was no change in Directors and Key Managerial Personnel of your Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of the Familiarisation Programme for Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company at www.somiinvestor.com

PERFORMANCE EVALUATION

In accordance with the Act and Regulation 4(2)(f) of the Listing Regulations, your Company has framed a Policy for Evaluation of Performance of Independent Directors, Board, Committees and other Individual Directors which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors. A questionnaire is formulated for evaluation of performance of the Board, its committees and individual Directors, after taking into consideration several aspects such as board composition, strategic orientation, board functioning and team dynamics.

An annual performance evaluation for the financial year 2022-23 was carried out by the Board of Directors and the Nomination and Remuneration Committee at their respective meetings held on March 30, 2023. The questionnaires were circulated to the Board members and the Committee members of the Nomination and Remuneration Committee at the time of performance evaluation conducted at their respective meetings. The Directors and the Committee members then filled-up the questionnaire and rated the Board, its Committees and individual Directors and duly filled questionnaires were handed over to the Company Secretary.

Similarly, performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors of your Company at its separate meeting held on March 30, 2023. Your Directors also expressed their satisfaction with the evaluation process.

TRAINING OF INDEPENDENT DIRECTORS

All Independent Directors are familiarized with your Company, their roles, rights and responsibilities in your Company, nature of the industry in which your Company operates, business model, strategy, operations and functions of your Company through its Executive Directors and Senior Managerial Personnel. The details of programs for familiarization of Independent Directors with your Company are available on the website of your Company www.somiinvestor.com.

DECLARATION OF INDEPENDENT DIRECTORS

MEETING OF INDEPENDENT DIRECTORS

Your Companyâs Independent Directors meet at least once in every financial year without the presence of the Executive Directors or Management Personnel of your Company and the Meeting is conducted informally. During the year under review, one meeting of Independent Directors was held on March 30, 2023.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability hereby confirm:

a) that in the preparation of the annual accounts for the financial year ended 31 March 2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2023 and of the profit or loss of the Company for the year ended on that date;

d) that they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORSâ REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Directorsâ Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Mr. O.P. Bhansali, Managing Director Mr. Vimal Bhansali, Whole-time Director Mr. Gaurav Bhansali, Whole-time Director Mr. Manish Bohra, Chief Financial Officer Mr. Amit Baxi, Company Secretary

During the year, Mr. Om Prakash Bhansali as Managing Director, Mr. Vimal Bhansali and Mr. Gaurav Bhansali as Whole-Time Director were re-appointed for the period of 5 Years w.e.f. September 01,2022 to August 31, 2027 in the 22^nd Annual General Meeting of the Company held on September 30, 2022.

STATUTORY AUDITORS

At the 22^nd Annual General Meeting held on September 30, 2022, M/s Singhvi & Mehta, Chartered Accountants (Firm Registration Number 002464W) were reappointed as the Statutory Auditors of your Company for a second term of 5 years commencing from conclusion of the 22nd Annual General Meeting till the conclusion of the 27th Annual General Meeting. Also, as per the Companies (Amendment) Act, 2017, provisions of Section 139 of the Act have been amended, wherein, the requirement of ratification of appointment of Statutory Auditors at every AGM has been done away with. Accordingly, appointment of M/s Singhvi & Mehta, Chartered Accountants (Firm Registration Number 002464W) as Statutory Auditors of your

Company, will not be placed for ratification by the members in the ensuing Annual General Meeting REPORT OF STATUTORY AUDITORS

M/s. Singhvi & Mehta, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 2022-23. The notes on financial statements referred to in the Auditorsâ Report are self-explanatory and therefore, do not call for any further explanations or comments.

The Auditorsâ Report does not contain any qualification(s), reservation(s) or adverse remark(s).

SECRETARIAL AUDITOR

In terms of Section 204 of the Act, the Board of Directors of your Company have appointed FCS Ira Baxi (FCS: 5456; CP: 4712), Practicing Company Secretary, Jodhpur as the Secretarial Auditor of your Company to carry out Secretarial Audit for the financial year 2023-24. Your Company has obtained Secretarial Audit Report for the Financial Year 2022- 23 in the prescribed Form MR-3 from FCS Ira Baxi, Practicing Company Secretary, which forms part of the Annual Report and is appended as âAnnexure - Iâ to this Report.

In addition to the above Secretarial Audit and pursuant to the requirements of Regulation 24A of the Listing Regulations FCS Ira Baxi, Practicing Company Secretary, have also issued to your Company, Annual Secretarial Compliance Report for the financial year 2022-23 confirming compliance of all laws, SEBI Regulations and circulars/ guidelines issued thereunder, applicable to your Company. The Annual Secretarial Compliance Report dated May 17, 2023 issued by M/s. FCS Ira Baxi, Practicing Company Secretary has been submitted to the stock exchanges within 60 days from the financial year ended March 31,2023.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors and Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including the rules made thereunder.

MAINTENANCE OF COST AUDIT RECORDS

The company has maintained cost records pursuant to the is applicable to the Company as per the amended Companies (Cost Records and Audit) Rules, 2014, prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.

SHARE CAPITAL

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

RELATED PARTY TRANSACTIONS

During the year under Review, your Company had entered into contract(s)/ arrangement(s)/ transaction(s) with related parties which were in ordinary course of business and on armâs length basis and none of which could be considered as material in accordance with the policy of your Company on materiality of related party transactions. Further, none of the contract(s)/ arrangement(s)/transaction(s) with related parties required approval of members as the same were within the limits prescribed under Section 188(1) of the Act and the Rules framed thereunder read with the provisions of Regulation 23(4) of the Listing Regulations.

Pursuant to Schedule V (A)(2A) of SEBI (LODR)Regulations, 2015, details of transactions that took place during the year with Related Parties are listed below:

Details of transactions with Related Parties for the period 01.04.2022 to 31.03.2023

(Rs. In Lacs)
Particulars	Nature of Relationship	Name of Related Party	31.03.2023
Sale of Goods	WHERE RKMP HAS INFLUENCE	Oliver Rubber Ind. LLP.	137.34
Purchase	WHERE RKMP HAS INFLUENCE	Oliver Rubber Ind. LLP.	6.57
Managerial Remuneration	KMP	Om Prakash Bhansali	32.40
		Vimal Bhansali	25.80
		Gaurav Bhansali	25.80
		Manish Bohra	16.07
		Amit Baxi	4.63
Managerial Remuneration	RKMP	Anita Bohra	5.28
Interest Paid	KMP	Om Prakash Bhansali	12.26
		Vimal Bhansali	7.48
Loan Received	KMP	Vimal Bhansali	62.75
Loan Paid	KMP	Om Prakash Bhansali	62.24
		Vimal Bhansali	60.00
		Manish Bohra	4.25
Out Standing Balances:
Sale of Goods	WHERE RKMP HAS INFLUENCE	Oliver Rubber Ind. LLP.	50.68
Loans Taken	KMP	Vimal Bhansali	127.53
Managerial Remuneration	KMP	Vimal Bhansali	5.41
		Gaurav Bhansali	1.50
		Manish Bohra	1.00

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of your Company during the year under review.

RISK MANAGEMENT

The foundation of the company''s operations revolve around risk management, which includes ensuring that the company has the appropriate risk-return trade-off in line with its risk appetite and working to maximise the profits associated with that risk. The Company has put in place a clear structure for risk management. The enterprisewide risk management framework operates at a number of levels, and these levels serve as the company''s risk management''s strategic defensive shield.

The Company has a solid organisational structure for managing and reporting risks, and it proactively identifies, assesses, treats, monitors, and reports risks as well as to create a risk-aware culture within the organisation. It also covers areas exposed to risk, offers a structured process for managing risks, and takes into account the risks that have an impact on the business''s mid- to long-term objectives, including reputational risks.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company is committed to highest standards of ethical, moral, compliance and legal conduct of its business. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standard of responsibility, professionalism, honesty and integrity, the Company has Whistle-Blower Policy in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI(LODR)Regulations,2015.

The Company promotes ethical behavior in all its business activities and in line with the best international governance practices. The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has formulated a vigil mechanism through Whistle Blower Policy to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Companyâs code of conduct or ethics policy. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company.

DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS

APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (âIBCâ)

During the year under review, no application was made under IBC by or against your Company and no proceeding is pending under IBC.

DISCLOSURE ON ONE TIME SETTLEMENT

During the year under review, the Company has not entered into any one time settlement with the Banks or Financial Institutions who have extended loan or credit facilities to the Company.

PREVENTION OF INSIDER TRADING

All the Directors and the designated employees have confirmed compliance with the Code.

INTERNAL FINANCIAL CONTROL

The Company has robust internal financial controls (IFC) systems, which is in line with requirement of the Companies Act, 2013, which is intended to increase transparency & accountability in an organisationâs process of designing and implementing a system of internal control. The Company has a clearly defined Governance, Risk & Compliance Framework aligned with Policies, Standard Operating Procedures (SOP), Financial & Operational Delegation of Authority (DOA).Our ERP system facilitate mapping with role based authority to business & functional team to ensure smooth conduct of their operations across the organisation. The internal control system ensures compliance with all applicable laws and regulations.

The Company has well established Internal audit function. Risk based audit are performed for all businesses, functions & locations (Plants, warehouse, Head office).

TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND Transfer of Equity Shares:

Accordingly, the Company had sent individual notice to the members in respect of which dividend amounts have not been paid or claimed by the shareholders for seven consecutive years or more i.e. for the FY 2015-16 and 2017-18 and has also published the notice in the leading English and Hindi newspapers. The details of the members are available on website of your Company i.e. www.somiinvestor.com.

Transfer of Unpaid/Unclaimed Dividend:

Your Company has uploaded the details of unclaimed/ unpaid dividend for the financial year 2015-16 onwards on its website i.e. www.somiinvestor.com and on website of the Ministry of Corporate Affairs i.e. www.mca.gov.in and the same gets revised/updated from time to time pursuant to the provisions of IEPF (Uploading of Information Regarding Unpaid and Unclaimed Amount Lying with Companies) Rules, 2012.

Further, the unpaid final dividend amount pertaining to the financial year 2015-16 will be transferred to IEPF during the Financial Year 2023-24.

CORPORATE SOCIAL RESPONSIBILITY

The goal of the company''s CSR programmes is to raise community standards of living while generating longterm benefit for all stakeholders. The corporate social responsibility policy of the company lays out instructions for how those activities should be carried out. The Company implements its corporate social responsibility programmes either independently or in partnership with qualified implementing agencies registered with the Ministry of Corporate Affairs that work closely with public systems and partners. The Company addresses societal challenges through societal development programmes and maintains a focus on improving quality of life.

In pursuance of the Corporate Social Responsibility Policy and in line with the requirement of the Companies Act, 2013, every company has to spend 2% of the average net profits of the Company for the preceding three years towards the Corporate Social Responsibility activities as stated in the Companies Act, 2013. In view of the net profit before tax for the last 3 years remains less than 5 crore based on the computation as per Section 135 of the Companies Act, 2013, there is no obligation or requirement for the Company to make a CSR contribution for the financial year 2022- 2023. The Corporate Social Responsibility policy is available on the Companyâs website at www.somiinvestor.com. The Annual Report on the CSR activities in the format prescribed under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure-III to this Report.

CORPORATE GOVERNANCE

0A separate report on Corporate Governance Compliance as stipulated in regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included and forms part of the Annual Report along with the requisite Certificate regarding compliance of the conditions of Corporate Governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The matters pertaining to industry structure and developments, opportunities and threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance are detailed in the Report. The Management Discussion and Analysis report for the year under review and as stipulated under Regulation 34(2)(e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is presented in a separate section, forming part of the Annual Report.

SHARE REGISTRY ACTIVITIES

All work related to share registry is handled by Universal Capital Securities Pvt Ltd, a Registrar and Share Transfer Agent registered with SEBI.

LISTING WITH STOCK EXCHANGE

DEMATERIALIZATION OF SHARES

The shares of your company are traded in dematerialized form either with the National Securities Depository Limited (NSDL) or the Central Depository Services (India) Limited (CDSL).

INSURANCE

Assets of your Company remain adequately insured against various perils.

HEALTH, SAFETY AND ENVIRONMENT

As a firm commitment to Health, Safety and Environment(HSE), the year saw multiple initiatives to implement and review the HSE plans. The Company continued to build on its health, safety and environment(HSE) culture through strategic involvements and initiatives across its value chain. It has an integrated business approach to drive HSE synchronisation across business aspects.

â¢ Hazard Identification and Risk Assessment (HIRA) registers.

â¢ Procedure for non-conformity and incident investigation.

â¢ On-Site Emergency Plans.

â¢ Procedure for communication, participation, and consultation.

â¢ Procedure for monitoring and performance management.

â¢ Procedure for operational control.

â¢ Procedure for Permit to Work.

In pursuance to HSE Policy your Companyâs management has devoted all their efforts to protect and maintain

safety environment in the Company. The Company has taken all possible measures to segregate hazardous and non-hazardous substances. Health, Safety and Environment involves proactive approach to create safe working environment, continuous safety education and training, periodic review of programs and evaluation of incidents.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is as follows:-

(a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

	Non-Executive Directors	Ratio to Median Remuneration
	Mr. Mahendra Rakhecha	NIL
	Mr. Yogesh Maheshwari	NIL
	Ms. Surbhi Rathi	NIL
	Ms. Payal Daga	NIL
	Mr. Santosh Kumar Joshi	NIL
	Ms. Saraswati Choudhary	NIL
	Executive Directors
	Mr. Om Prakash Bhansali	10.03:1
	Mr. Vimal Bhansali	7.99:1
	Mr. Gaurav Bhansali	7.99:1
(b) the percentage increase in remuneration of each Director, Chief Executive Financial Officer, Company Secretary or Manager, if any, in the financial year;				Officer, Chief
	Name of Person	% Increase in remuneration
	Mr. Mahendra Rakhecha		NIL
	Mr. Yogesh Maheshwari		NIL
	Ms. Surbhi Rathi		NIL
	Ms. Payal Daga		NIL
	Mr. Santosh Kumar Joshi		NIL
	Ms. Saraswati Choudhary		NIL
	Mr. Om Prakash Bhansali, MD & CEO		NIL
	Mr. Vimal Bhansali		NIL
	Mr. Gaurav Bhansali		NIL
	Mr. Manish Bohra, Chief Financial Officer		8.75%
	Mr. Amit Baxi, Company Secretary		5.50%

(d) the number of permanent employees on the rolls of company: 106

(e) the explanation on the relationship between average increase in remuneration and company performance;

There is no direct relation between the average remuneration of the employees vis-a-vis Company Performance

(f)	comparison of the remuneration of the Key Managerial Personnel against the performance of the company;
	Particulars								Rs.(in lakhs)
	Remuneration of Key Managerial Personnel (KMP) during financial year 2022-23 (aggregated)								104.71
	Revenue from operations								9369.57
	Remuneration (as % of revenue)								1.12%
	Profit before tax (PBT)								427.46
	Remuneration (as % of PBT)								24.50%
(g)	variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year;
	Particulars		Unit		As at 31^st Mar 23		As at 31^st Mar 22			V	/ariation
	Closing rate of share at BSE		Rs.		36.10		33.15			2.95
	Closing rate of share at NSE		Rs.		36.00		33.20			2.80
	EPS (Consolidated)		Rs.		2.94		1.46			1.48
	Market Capitalization (BSE)		Rs.(in lakhs)		4252.46		3904.96			347.50
	Market Capitalization (NSE)		Rs.(in lakhs)		4240.68		3910.85			329.83
	Price Earning Ratio (BSE)		Ratio		12.28		22.71			(10.43)
	Price Earning Ratio (NSE)		Ratio		12.24		22.74			(10.50)
	Figures in brackets represent negative percentage.
(h)	average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Average percentile Increase in the salaries of employees other than the managerial personnel is 5.66% which is lower than the percentile increase in the remuneration of managerial personnel.
(i)	Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company
	Particulars	Om Prakash Bhansali Managing Director		Vimal Bhansali Whole-Time Director		Gaurav Bhansali Whole-Time Director		Chief Financial Officer			Company Secretary
		Rs.(in lakhs)		Rs.(in lakhs)		Rs.(in lakhs)		Rs.(in lakhs)			Rs.(in lakhs)
	Remuneration	32.40		25.80		25.80		16.08			4.64
	Revenue	9369.57		9369.57		9369.57		9369.57			9369.57
	Remuneration (as % of revenue)	0.35%		0.28%		0.28%		0.17%			0.05%
	Profits before tax (PBT)	427.46		427.46		427.46		427.46			427.46
	Remuneration (as % of PBT)	7.58%		6.04%		6.04%		3.76%			1.09%

(j) the key parameters for any variable component of remuneration availed by the directors;

No variable remuneration is provided to the executive directors.

(k) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: NIL

(l) affirmation that the remuneration is as per the remuneration policy of the Company

The Companyâs remuneration policy is driven by the success and performance of the individual

employees of the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals is measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The following are the summary of the complaints received and disposed off during FY 2022-23:

Particulars	Details
No of Complaints of sexual harassment received in the year	NIL
No of Complaints disposed off during the year	Not Applicable
No of cases pending for more than ninety days	Not Applicable

RESEARCH AND DEVELOPMENT

We have achieved remarkable success in this cutthroat business thanks in large part to innovation. In order to stay current with changing technology and produce new goods, our research and development section is constantly doing thorough research.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) CONSERVATION OF ENERGY

a. Energy Conservation Measures taken

b. Capital Investment on energy conservation equipments

NIL

		FORM A I. Disclosure of Particulars with respect to Conservation of Energy
		Power & Fuel Consumption	Unit of Measurement		Current Year (2022-23)		Previous Year (2021-22)
		1. Electricity	KWH/MWH
		a) Purchased
		Unit			20,33,960.00		18,02,760.00
		Total Amount			1,96,98,002.00		1,78,63,798.00
		Rate/ Unit			9.68		9.91
		b) Own Generation	NIL		NIL		NIL
		2. Coal	NIL		NIL		NIL
		3. Furnace oil	NIL		NIL		NIL
		4. Others / internal generation	NIL		NIL		NIL
		II. Consumption per unit of Production - unit (KMH/MT)
S. No. Product			Standard Budget Current Year Previous Year Norms (2022-23) (2022-23) (2021-22) (Rs) (Rs) (Rs)
1		Conveyor Belt	125.00		121.33		106.00
(B)		TECHNOLOGY ABSORPTION FORM B Disclosure of Particulars with respect to Technology Absorption
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION Your company continues to upgrade its technology to ensure that it remains operations.						a frontrunner in its field		of
(C)		FOREIGN EXCHANGE EARNINGS AND OUTGO					(Rs. In Lakhs)
	FOREIGN EXCHANGE			2022-23		2021-22
	Foreign Exchange Earnings			-		132.82
	Foreign Exchange Outgo			366.29		977.14

ACKNOWLEDGEMENT

Your Companyâs organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Companyâs resources for sustainable and profitable growth.

Your Directors would like to express their appreciation to the Central and State Government for their continued support to the company through aid, cooperation, and encouragement. We also express our gratitude to all of our stakeholdersâcustomers, business partners, members, bankers, and others âfor their ongoing support throughout the year. We would want to express our gratitude for the contributions all of your employees have made to the development of your business.

Mar 31, 2016

DIRECTOR''S REPORT

To,

The Members,

Somi Conveyor Beltings Limited,

Jodhpur.

The Directors of your company have pleasure in presenting the 16th'' Annual Report together with the audited statement of accounts for the year ended on 31^st March, 2016.

(Rs. in Lakhs)

SUMMARISED FINANCIAL RESULTS	2015-16	2014-15
Total Sales	5748.37	7469.66
Profit Before Interest, Depreciation and Taxation	1332.06	1312.13
Interest	284.11	212.05
Depreciation	679.39	513.12
Profit Before Tax	368.56	586.95
Provision for Tax	(195.34)	(171.13)
Add/(Less) Deferred Tax	55.63	11.89
Profit After Tax	228.84	427.71
Add: Balance Brought Forward	2059.13	1631.42
Less : Proposed Dividend	117.80	--
Less : Proposed Dividend Tax	23.98	--
Balance Carried Forward	2146.19	2059.13

OPERATIONS

During the Financial Year under review, the Company has achieved Turnover of Rs. 5748.37 Lakhs as against Rs. 7469.66 Lakhs in the previous year and the Net Profit after Tax of Rs. 228.84 Lakhs as against Rs. 427.71 Lakhs in the previous year, resulting in decrease by 23.04 % and 46.50% respectively. The Board is confident of higher growth in the current year.

The Company does not have any Subsidiary Company, Associate Company or any other Joint Venture, therefore it is not required to prepare Consolidated Financial Statements.

DIVIDEND

Your directors recommended a dividend of Re. 1.00/- per equity share of Rs. 10/- each (i.e. 10%) for the financial year ended March 31, 2016. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on September 23, 2016 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

TRANSFER TO RESERVE

The Board of Directors does not propose to transfer any amount to Reserves.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of sections 92(3) and 134(3)(a) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached to this Board''s Report in Form MGT-9 as Annexure - I.

MEETINGS OF THE COMPANY

During the current financial year, the Board of Directors of the Company duly met Ten times on 23.04.2015, 30.05.2015, 30.06.2015, 31.07.2015, 14.08.2015, 04.09.2015, 14.11.2015, 18.01.2016, 12.02.2016 and 30.03.2016 of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book as required by the Articles of Association of the Company and the Act. Detail information is given in the Corporate Governance Report.

The Gap between two consecutive meetings did not exceed one hundred twenty days.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stakeholder Relationship Committee of Directors, Corporate Social Responsibility Committee of Directors number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forms part of the report.

The recommendation(s) by the Audit Committee as and when made to the Board have been accepted by it. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

(Changes in the composition of the Board of Directors and other Key Managerial Personnel)

As reported previously, Ms. Surbhi Rathi was appointed as an additional director in the category of nonexecutive, independent director of the Company, in the meeting of the Board held on 28th March, 2015. Thereafter, at the fifteenth annual general meeting of the Company held on 30th September, 2015, the members of the Company appointed, Ms. Surbhi Rathi as an Independent Director under the Companies Act, 2013 for a period of 5 years effective from 30th September, 2015.

Mr. Mahendra Kumar Rakecha and Mr. Yogesh Maheshwari non -executive Directors of the Company, who were liable to retire by rotation had submitted declaration of Independence as provided in Section 149(6) of the Act had been appointed as Independent director at the fifteenth annual general meeting of the Company held on 30th September, 2015 on the Board of the Company for the period of Five years effective from 30th September, 2015.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in sub-section (6) of Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Director under the provisions of Companies Act, 2013 and the relevant rules.

DIRECTORS RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of Companies Act, 2013 directors, to the best of their knowledge and belief, state that -

a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and of the profit or loss of the Company for the year ended on that date;

d) that they have prepared the annual accounts on a going concern basis.

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

f) that they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS'' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178

Information regarding Directors'' Remuneration Policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of section 178 are provided in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Mr. O.P. Bhansali, Managing Director, Mr. Vimal Bhansali, Whole-time Director, Mr. Gaurav Bhansali, Wholetime Director, Mr. Amit Baxi, Company Secretary and Mr. Manish Bohra, CFO, continue to function as Key Managerial Personnel of the Company during the year under review.

RATIFICATION OF APPOINTMENT OF STAUTORY AUDITORS

The Auditors, P. Singhvi & Associates, Chartered Accountants were re-appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years up to the conclusion of the 17th Annual General Meeting in 2017. They are eligible for re-appointment for the financial year 2016-17. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting for a period up to the conclusion of the 17TH Annual General Meeting of the Company.

AUDITOR''S REPORT

The notes on account referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanations or comments.

There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors'' Report which requires any clarification or explanation.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed FCS Ira Baxi (FCS: 5456; CP: 4712), Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2016. The Secretarial Audit Report is annexed herewith as Annexure - II. There are no qualifications, reservation or adverse remark or disclaimer made by the Secretarial auditor in the report save and except disclaimer made by them in discharge of their professional obligation.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and as such provisions of Section 188(1) of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions were placed before the Audit Committee and also to the Board for approval.

As required under Clause 23 of the SEBI (LODR) Regulations, 2015, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on to the Company website www.somiinvestor.com

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

RISK MANAGEMENT

The Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. The Senior Management assists the Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has established a vigil mechanism to be known as the ''Whistle Blower Policy'' for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Company''s

Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Whistle Blower Policy has been uploaded on Company''s Website www.somiinvestor.com.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

INTERNAL FINANCIAL CONTROL

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from B P Bang & Co, Jodhpur, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self Assessment Tool.

CORPORATE SOCIAL RESPONSIBILITY

Sustainable development has always been an integral part of our Company''s business strategy. Corporate Social Responsibility (CSR) being an integral part encompasses social, economic, and environmental actions. While philanthropy is one aspect of it, we also lend our support to building institutions, and supporting the preservation of our depleting natural resources by finding new technology that can offer safeguards against the global risks of climate change.

As per the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such companies are required to spend at least 2% of the average net profits of their three immediately preceding financial years on CSR-related activities.

Pursuant to Section 135 of the Companies Act, 2013 read with rules made there under, your Directors have constituted the Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Om Prakash Bhansali who serves as Chairman of the Committee and Mr. Vimal Bhansali and Mr. Mahendra Kumar Rakecha as its members. The composition, terms of reference etc. of the CSR Committee are laid out in the Corporate Governance Report which forms part of this Annual Report. The said Committee has been entrusted with the responsibility and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR policy outlines the Company''s strategy to bring about a positive impact on society through programs relating to hunger, poverty, education, healthcare, environment and lowering its resource footprint. Further, the CSR policy of the Company has been uploaded on to the Company website www.somiinvestor.com.

A few of the projects undertaken by the Company are multi-year projects ensuring benefit for long run and are align with Company''s CSR Policy.

The Company''s CSR initiatives usually involve setting the foundation of various programs at a small scale to learn from on-ground realities, getting feedback from community and then putting an enhanced sustainable model to ensure maximum benefit to the community. For this reason, during the year, the Company was not able to spend 2% of average net profit of last three years. The CSR Committee has ensure the Board of the Company that the CSR activities are scalable which coupled with new initiatives that may be considered in future, moving forward the Company will endeavor to spend on CSR activities in accordance with the prescribed limits. The Annual Report on CSR activities is provided in Annexure - III to this Report.

CORPORATE GOVERNANCE

The Company recognizes its role as a corporate citizen and endeavors to adopt the best practices and the highest standards of corporate governance through transparency in business ethics, accountability to its customers, government and others. The Company''s activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them by adopting the best practices.

Your Company''s Board of Directors has developed a robust corporate governance framework to ensure we conduct our business responsibly. The nomination and remuneration committee of the Board is responsible for appointments to the Board. For this, the committee follows a set of criteria based on the belief that an active, diverse, well-informed and independent Board will ensure the highest standards of corporate governance. In line with our principles of corporate governance, the Board oversees how the Management serves and protects the long-term interests of our stakeholders. As on March 31, 2016, the majority of our Board members â Four out of Seven â are independent members. We follow the practice of nominating an independent director as the chairperson of our committees, namely, the audit, nomination and remuneration and stakeholders relationship and finance and investment committees.

A separate report on Corporate Governance Compliance as stipulated in regulations 17 to 27, Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraph C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included and forms part of the Annual Report along with the requisite Certificate regarding compliance of the conditions of Corporate Governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the requirements of the Listing agreement, a report on the Management''s Discussion and Analysis(MDA) which forms part of this Annual Report deals with Company''s Operational performance -industry trends and other material changes with respect to company and also current and future outlook of the Company.

SHARE REGISTRY ACTIVITIES

All work related to share registry is handled by Universal Capital Securities Pvt Ltd. (Formerly known as Mondkar Computers Private Limited), a Registrar and Share Transfer Agent registered with SEBI.

LISTING WITH STOCK EXCHANGE

Equity shares of your company have been listed on National Stock Exchange of India Limited with effect from 18th July, 2016 and the company continues to remain listed with Bombay Stock Exchange Limited .There are no arrears in payment of listing fees and the stipulated listing fee for financial year 2016-17 has been paid.

DEMATERIALIZATION OF SHARES

The shares of your company are traded in dematerialized form and are available for trading either with the National Securities Depository Limited (NSDL) or the Central Depository Services (India) Limited (CDSL).

INSURANCE

Assets of your Company remain adequately insured against various perils.

HEALTH, SAFETY AND ENVIRONMENT

The Company has maintained Health and Safety policy, which has been implemented across all its locations. Health, Safety and Environment policies involve identifying the risks involved in daily activities of the company so that it causes no harm to employees, environment and the public. The Company has taken all possible steps to promote the well-being of its employees. Our core principles of ''reuseâ, ârecycle'' and âreplenishâ are aimed at:

- Pollution Control

- Minimizing Waste

- Reduced Effluent Discharge

In pursuance to this Policy Your Company''s management has devoted their all efforts to protect and maintain safety environment in the Company. The Company has taken all possible measures to segregate Hazardous and non-hazardous substance. Health, Safety and Environment involves proactive approach to create safe working environment, continuous safety education and training, periodic review of programs and evaluation of incidents.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is follows:-

a) the ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Non-Executive Directors	Ratio to Median Remuneration
Mr. Mahendra Kumar Rakecha	NIL
Mr. Yogesh Maheshwari	NIL
Mr. Sharad Gyanmal Nahata	NIL
Ms. Surbhi Rathi	NIL
Executive Directors
Mr. Om Prakash Bhansali	4.87 : 1
Mr. Vimal Bhansali	3.41 : 1
Mr. Gaurav Bhansali	3.41 : 1

b) the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person	% Increase in remuneration
Mr. Mahendra Kumar Rakecha	-
Mr. Yogesh Maheshwari	-
Mr. Sharad Gyanmal Nahata	-
Ms. Surbhi Rathi	-
Mr. Om Prakash Bhansali, MD & CEO	-
Mr. Vimal Bhansali	-
Mr. Gaurav Bhansali	-
Mr. Manish Bohra, Chief Financial Officer	1.91%
Mr. Amit Baxi, Company Secretary	23.47%

Percentage in brackets represents negative percentage.

c) the percentage increase in the median remuneration of employees in the financial year 2.03%

d) the number of permanent employees on the rolls of company : 92

e) the explanation on the relationship between average increase in remuneration and company performance;

There is no direct relation between the average remuneration of the employees vis-a-vis Company Performance

f) comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Particulars	Rs.(in lakhs)
Remuneration of Key Managerial Personnel (KMP) during financial year 201516 (aggregated)	24.21
Revenue from operations	5748.37
Remuneration (as % of revenue)	0.42%
Profit before tax (PBT)	368.56
Remuneration (as % of PBT)	6.57%

g) variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year;

Particulars	Unit	As at 31^st Mar 16	As at 31^st Mar 15	Variation
Closing rate of share at BSE	Rs.	42.00	49.00	7.00
EPS (Consolidated)	Rs.	1.94	3.63	1.69
Market Capitalization	Rs. (in lakhs)	4947.46	5772.03	824.57
Price Earnings Ratio	Ratio	21.65	13.50	8.15

percentage in brackets represents negative percentage.

h) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Not Applicable as there has been no increase in the Managerial Remuneration

i) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Particulars	Om Prakash Bhansali Managing Director	Vimal Bhansali Whole-Time Director	Gaurav Bhansali Whole-Time Director	Chief Financial Officer	Company Secretary
	Rs.(in lakhs)	Rs.(in lakhs)	Rs.(in lakhs)	Rs.(in lakhs)	Rs.(in lakhs)
Remuneration	6.00	4.20	4.20	6.21	3.60
Revenue	5748.37	5748.37	5748.37	5748.37	5748.37
Remuneration (as % of revenue)	0.10%	0.07%	0.07%	0.11%	0.06%
Profits before tax (PBT)	368.56	368.56	368.56	368.56	368.56
Remuneration (as % of PBT)	1.63%	1.14%	1.14%	1.68%	0.98%

j) the key parameters for any variable component of remuneration availed by the directors;

No variable remuneration is provided to the executive directors.

k) the ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; 1.035: 1

l) affirmation that the remuneration is as per the remuneration policy of the Company

The Company''s remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

POLICY ON SEXUAL HARASSMENT OF EMPLOYEES

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. Internal Complaints Committee (ICC) has been constituted in accordance with the Act.

The ICC is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review there were no complaints referred to the ICC.

RESEARCH AND DEVELOPMENT

Research and developments are ongoing activities which have a significant role in providing inputs for developing new products, devising energy saving measures, upgrading methods of production and quality of products. These activities have helped the company in attaining leadership in its conveyor beltings products and substantial qualitative change in other operational areas. Raw material cost is continuously rising and is critical to the sustainability of manufacturers. Therefore, our R&D department seeks to maximize utilization of raw material.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, are as follows:

(A) CONSERVATION OF ENERGY

a. Energy Conservation Measures taken

b. Capital Investment on energy conservation equipments NIL

FORM A

I. Disclosure of Particulars with respect to Conservation of Energy

Power & Fuel Consumption	Unit of Measurement	Current Year (2015-16)	Previous Year (2014-15)
1. Electricity	KWH/MWH	-	-
a) Purchased
Unit		2,533,176.00	2,729,930.00
Total Amount		19,920,085.00	18,300,355.00
Rate/ Unit		7.86	6.70
b) Own Generation	NIL	NIL	NIL
2. Coal	NIL	NIL	NIL
3. Furnace oil	NIL	NIL	NIL
4. Others / internal generation	NIL	NIL	NIL

II. Consumption per unit of Production - unit (KMH/MT)

S.	Product	Standard Budget	Current Year (2015-16)	Previous Year (2014-15)
No.		Norms (2015-16) (Rs)	(Rs)	(Rs)
1	Conveyor Belt	90	88.27	61.29

(A) TECHNOLOGY ABSORPTION

FORM B

Disclosure of Particulars with respect to Technology Absorption TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Your company continues to upgrade its technology to ensure that it remains a frontrunner in its field of operations.

FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs. In Lakhs)

FOREIGN EXCHANGE	2015-16	2014-15
Foreign Exchange Earnings	439.51	623.54
Foreign Exchange Outgo	1124.33	2061.27

ACK MOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from the governmental authorities, companies, bankers, customers, vendors, investors and all other stake holders during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels, their competence and hard work have enabled your company to pass through difficult times. It looks forward to their support and co-operation in the future as well.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

SOMI CONVEYOR BELTINGS LIMITED

O P BHANSALI GAURAV BHANSALI

^{Place : Jodhpur} (Managing Director) (Whole time Director)

Date : 3rd September, 2016 DIN : 00351846 DIN : 00351860

Mar 31, 2014

The Members,

The Directors of your company have pleasure in presenting the Fourteenth Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March 2014.

(Rs. In Lakhs)

SUMMARISED FINANCIAL RESULTS 2013-14 2012-13 (Rs. In lacs) (Rs. In lacs)

Total Sales 6536.36 7907.23

Profit Before Interest, Depreciation and taxation 1061.63 1248.90

Interest 122.63 224.87

Depreciation 401.61 427.75

Profit Before Tax 537.39 596.28

Provision for Tax (159.60) (206.43)

Add/(Less) Deferred Tax (17.42) 4.14

Profit After Tax 360.36 393.99

Add: Balance Brought Forward 1271.05 877.06

Balance Carried Forward 1631.42 1271.05

OPERATIONS

Your company has achieved sales of Rs. 65,36,36,024.00 in year 2013-14 and recorded a net profit of Rs.3,60,36,264.00 during the year. The Board is confident of higher growth in the current year.

DIVIDEND

Despite modest profits posted by the company, your directors are of the opinion that, to make strong economic base for the company and in order to conserve the valued resources; your directors do not recommend any dividend for the financial year under review.

PUBLIC DEPOSITS

Your company has not accepted any deposit, within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 made there under.

DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013, Mr. Yogesh Maheshwari, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Necessary resolution relating to re appointment is included in the notice convening the Annual General Meeting. The Board recommends the appointment of Mr. Yogesh Maheshwari.

In compliance with Clause 49 IV (G) of the listing Agreement, brief resume, expertise and other details of the Directors proposed to be reappointed is attached along with the Notice to the ensuing Annual General Meeting.

Mr. Sharad Gyanmal Nahata, was appointed as an Additional and Independent Director on the board of the Company with effect from 12th February 2014. He is being proposed to be appointed as Independent director for the period of Five years.

Necessary resolution relating to his appointment is included in the notice convening the Annual General Meeting. The Board recommends the appointment of Mr. Sharad Gyanmal Nahata.

In compliance with Clause 49 IV (G) of the listing Agreement, brief resume, expertise and other details of the Directors proposed to be appointed is attached along with the Notice to the ensuing Annual General Meeting.

During the year Mr. Ramesh Narayan Rathi, Independent and non Âexecutive Director of the Company, resigned from the Company. The Board considered and accepted his resignation.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

a. that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the year ended on that date;

c. that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that they have prepared the annual accounts on a ''going concern'' basis.

AUDITORS

Your company''s Auditors M/s P. Singhvi & Associates, Chartered Accountants, Jodhpur retire at the end of forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment for the period of Three years.

The Company has receive a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board of Directors recommends their appointment from the conclusion of this meeting till the conclusion of the Seventeenth Annual General Meeting.

AUDITOR''S REPORT

The Explanations/information in respect of the observations of the Auditors in their report on the Standalone accounts for the accounting year ended 31st March, 2014 are given in detail in Notes . These Notes read with the relevant audit observations are self explanatory and need no comments or explanations.

CORPORATE SOCIAL RESPONSIBILITY

Somi Conveyor Beltings Limited believes to achieve sustainable development it is key to integrate Social, Economic and Environmental impact to the business and our business performance is inextricably linked to our CSR goals.

We believe that companies have a responsibility to give back to the communities that we interact with and business has to be done with a social conscience. Today the thematic areas that Somi Conveyor Beltings Limited works in for CSR activities across different geographies of its business is as follows:

- The company is regularly conducting medical camps on proving for health check up for the villagers living nearby its plant.

CORPORATE GOVERNANCE

The Company recognizes its role as a corporate citizen and endeavors to adopt the best practices and the highest standards of corporate governance through transparency in business ethics, accountability to its customers, government and others. The Company''s activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them by adopting the best practices.

A separate report on Corporate Governance Compliance as stipulated by the Clause 49 of the Listing Agreement is included and forms part of the Annual Report along with the requisite Certificate regarding compliance of the conditions of Corporate Governance as stipulated by Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the requirements of the Listing agreement, a report on the Management''s Discussion and Analysis(MDA) which forms part of this Annual Report deals with Company''s Operational performance - industry trends and other material changes with respect to company and also current and future outlook of the Company.

SHARE REGISTRY ACTIVITIES

All work related to share registry is handled by Universal Capital Securities Pvt Ltd. (Formerly known as Mondkar Computers Private Limited), a Registrar and Share Transfer Agent registered with SEBI.

LISTING WITH STOCK EXCHANGE

The equity shares of your company continue to remain listed with Bombay Stock Exchange Limited There are no arrears in payment of listing fees and the stipulated listing fee for financial year 2014-15 has been paid.

DEMATERIALIZATION OF SHARES

The shares of your company are traded in dematerialized form and are available for trading either with the National Securities Depository Limited (NSDL) or the Central Depository Services (India) Limited (CDSL).

INSURANCE

Assets of your Company remain adequately insured against various perils.

HEALTH, SAFETY AND ENVIRONMENT

The Company has maintained Health & Safety policy, which has been implemented across all its locations. Health, Safety and Environment policies involve identifying the risks involved in daily activities of the company so that it causes no harm to employees, environment and the public. The Company has taken all possible steps to promote the well-being of its employees. Our core principles of ''reuse'',''recycle''and''replenish" are aimed at:

- Pollution Control

- Minimising Waste

- Reduced Effluent Discharge

In pursuance to this Policy Your Company''s management has devoted their all efforts to protect and maintain safety environment in the Company. The Company has taken all possible measures to segregate Hazardous and non-hazardous substance. Health, Safety and Environment involves proactive approach to create safe working environment, continuous safety education and training, periodic review of programs and evaluation of incidents.

EMPLOYEES

During the year under review, there was no employee who came in the purview of Section 217 (2A) of the Companies Act, 1956.

RESEARCH AND DEVELOPMENT

Research and developments are ongoing activities which have a significant role in providing inputs for developing new products, devising energy saving measures, upgrading methods of production and quality of products. These activities have helped the company in attaining leadership in its conveyor beltings products and substantial qualitative change in other operational areas. Raw material cost is continuously rising and is critical to the sustainability of manufacturers. Therefore, our R&D department seeks to maximize utilization of raw material

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the Provisions of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

ENERGY CONSERVATION

A. CONSERVATION OF ENERGY

(a) Energy Conservation Measures taken

Continuous and substantial efforts were made to ensure optimum consumption of fuel and electricity at all the plants of the company. These efforts resulted in general improvement in energy consumption in the business.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy

NIL

(c) Impact of the measures at (a) to (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

The Measures refferd to under (a) will result in reduction of energy consumption as stated above.

(d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the Schedule.

B. TECHNOLOGY ABSORPTION

FORM B Disclosure of Particulars with respect to Technology Absorption

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company has no specific activity relating to Technology absorption and adaptation.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from the governmental authorities, companies, bankers, customers, vendors, investors and all other stake holders during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels, their competence and hard work have enabled your company achieve good performance and look forward to their support in the future as well.

FOR AND ON BEHALF OF THE BOARD

Place: Jodhpur O P BHANSALI GAURAV BHANSALI Date: 4th September, 2014 (Managing Director) (Whole time Director)

Mar 31, 2010

The Directors of your company have pleasure in presenting the Tenth Annual Report together with the audited statement of accounts for the year ended on 31st March, 2010.

SUMMARISED FINANCIAL RESULTS

2009-10 2008-09 (Rs. in lacs) (Rs. in lacs)

Total Sales 2339.74 2018.41

Profit Before Interest, Depreciation and taxation 566.55 443.63

Interest 111.60 104.65

Depreciation 257.35 124.56

Profit Before Tax 197.60 214.42

Provision for Tax 46.80 27.21

Add/(Less) Deferred Tax 4.61 (64.63)

Profit After Tax 155.40 122.58

Add: Balance Brought Forward 400.99 278.40

Balance Carried Forward 556.38 400.99

OPERATIONS

Your company has achieved sales of Rs. 23,39,74,941.00 in year 2009-10 and recorded a net profit of Rs. 15540307.00 during the year. The Board is confident of higher growth in the current year.

ADDITIONAL MANUFACTURING FACILITY

The company is also setting up two Additional conveyor manufacturing facilities (Lines) at its existing plant located at Village Tanawara, Jodhpur, Rajasthan. This will not only help the company in increasing its production capacity but will also help the company in becoming a formidable player in the conveyor belt manufacturing industry.

The Financial outflows on setting up these lines are mostly met out from internal accruals of the company and bank financing.

RESEARCH AND DEVELOPMENT

Research and developments are on going activities, which have a significant role in providing inputs for developing new products, devising energy saving measures, upgrading methods of production and quality of products. These activities have helped the company in attaining leadership in its conveyor beltings products and substantial qualitative change in other operational areas.

DIVIDEND

As a matter of sound and consistent accounting practice and management philosophy, your directors are of the opinion to make strong economic base for the company and in order to conserve the valued resources; your directors do not recommend any dividend for the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Clause 41 of the Listing Agreement entered into with the Stock Exchanges and Accounting Standard (AS) 21 prescribed by the Institute of Chartered Accountants of India, the consolidated financial statements of the company are attached herewith.

PUBLIC DEPOSITS

Your company has not accepted any deposit, within the meaning of section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

CORPORATE GOVERNANCE

Your Company has always remained proactive in following the principles and practices of good Corporate Governance as an important step towards building investor confidence, improve investors protection and maximize long-term shareholder value.

In compliance with one of the Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

A separate report on Corporate Governance Compliance as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the requisite Certificate from the company auditors regarding compliance of the conditions of Corporate Governance as stipulated by revised Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the requirements of the Listing agreement, the Managements Discussion and Analysis on Companys Operational performance - industry trends and other material changes with respect to company has been comprehensively discussed under the head Management Discussion and Analysis Report which forms part of this Annual Report.

LISTING WITH STOCK EXCHANGE

The equity shares of the company continue to remain listed with Bombay Stock Exchange Limited and the stipulated listing fees for 2010-11 has been paid.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956 and provisions of the Articles of Association of the company Mr. Mahendra Kumar Rakecha, Independent Director of the company retires by rotation and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting. Necessary resolution relating to re appointment is included in the notice convening the Annual General Meeting. The Board recommends the appointment of Mr. Mahendra Kumar Rakecha.

In compliance with Clause 49 IV (G) of the listing Agreement, brief resume, expertise and other details of the Director proposed to be reappointed is attached along with the Notice to the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

(a) that in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(b) that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of affairs of the Company as at 31st March, 2010 and of the profit of the Company for the year ended on that date;

(c) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that they have prepared the annual accounts on a going concern basis.

AUDITORS

Your companys Auditors M/s. P. Singhvi & Associates, Chartered Accountants, Jodhpur retire at the end of forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. The Company has received a written certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Explanations/information in respect of the observations of the Auditors in their report on the Standalone accounts for the accounting year ended 31st March, 2010 are given in detail in Notes to Accounts. These Notes read with the relevant audit observations are self-explanatory and need no comments or explanations under Section 217(3) of the Companies Act, 1956.

INSURANCE

Assets of your Company remain adequately insured against various perils.

HEALTH, SAFETY AND ENVIRONMENT

The Company has Health & Safety policy, which has been implemented across all its locations. Health, Safety and Environment policies involve identifying the risks involved in daily activities of the Company and minimize its impact on personnel and environment. Your Companys management approach to Health, Safety and Environment involves proactive approach to create safe working environment, continuous safety education and training, periodic review of programs and evaluation of incidents. Proper segregation of hazardous and non-hazardous waste is being implemented on a regular basis.

EMPLOYEES

During the year under review, there was no employee who came in the purview of Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the Provisions of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

Continuous and substantial efforts were made to ensure optimum consumption of fuel and electricity at all the plants of the company. These efforts resulted in general improvement in energy consumption in the business.

ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Financial Institutions, Government authorities, Customers, Shareholders of your Company and all others who have been associated with the Company for their cooperation, continued support and for the confidence reposed by them in the Management of the Company. The Directors also appreciate all the employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company continues be a significant and leading player in its sector.

FOR AND ON BEHALF OF THE BOARD

Place: JODHPUR O.P. BHANSALI GAURAV BHANSALI

Date: 1st September, 2010 (Managing Director) {Whole time Director)

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