Mar 31, 2024
Your Directors have pleasure in presenting 33rd Annual Report for the financial year 2023-24 along with Audited Financial Statements for the year ended on March 31,2024.
The financial performance of your Company for the year ended March 31, 2024 is summarized below:
(Amount in Lakhs)
|
Particulars |
Year Ended |
Year Ended |
|
March 31, 2024 |
March 31, 2023 |
|
|
Income from operations |
10065.11 |
8332.98 |
|
Profit\(Loss) before Finance Cost & Depreciation |
386.16 |
384.74 |
|
Less: Finance Cost |
66.55 |
19.76 |
|
Less: Depreciation |
70.37 |
62.63 |
|
Profit\(Loss) Before tax |
249.24 |
302.35 |
|
Tax Expenses |
||
|
Current Tax |
56.92 |
75.77 |
|
Deferred Tax Expense / Credit |
6.88 |
- |
|
Short provision for tax relating to prior year |
- |
|
|
Profit\(Loss) for the year |
185.45 |
226.58 |
Your directors do not recommend any Dividend for the year under review.
All the unclaimed / unpaid dividends lying with the Company are transferred to Investor Education Protection Fund. There was no amount required to be transferred to IEPF during the Financial Year.
No amount has been proposed to carry to Reserves.
The Company''s main business is of manufacturing Adhesives tapes and Speciality adhesives and emulsions.
|
Revenue and Profits |
The adhesives market is a highly competitive industry, characterized by numerous key players and a diverse range of product offerings. Despite challenging market conditions, the company consistently adhered to and executed its strategy for purposeful growth. The financial year 2023-24 was very encouraging, with the company reporting a turnover of Rs. 10,065.11 lakhs, a 20.79% increase from the Rs. 8,332.98 lakhs reported in the previous year. The company''s export turnover surged to Rs. 2,608.45 lakhs, a significant increase of 178.55% compared to the previous year''s export turnover of Rs. 936.41 lakhs. However, due to the increase in costs of materials, finance, and administration expenses, the company earned a net profit of Rs. 185.45 lakhs, compared to Rs. 226.58 lakhs in the previous year. |
|
Market environment |
The global adhesive tapes market was valued at USD 76.19 billion in 2023. The market is projected to grow from USD 80.20 billion in 2024 to USD 127.50 billion by 2032, exhibiting a CAGR of 5.97% during the forecast period. Asia Pacific dominated the adhesive tape market with a market share of 35.06% in 2023. The growing trend of online shopping has significantly increased the demand for packaging and distribution solutions, leading to a surge in the global demand for adhesive tapes. In India, the adhesive tapes market is experiencing robust growth, driven by the rising need for efficient packaging solutions. The increasing consumption of processed foods and advancements in packaging printing technologies are key factors contributing to the expansion of the adhesive tapes market in the region. Adhesive tapes have become a preferred choice for applying labels on food and beverage products, as well as non-food items, due to their strong adhesion to paper, plastic, and other labeling materials. Additionally, in the packaging industry, adhesive tapes are widely used for effectively sealing boxes and cartons, as well as for pallet sealing and ensuring stability during transportation. |
|
Future Prospects |
The adhesive tapes market is poised for promising growth in the future. With a robust CAGR, the industry is anticipated to continue its expansion, reaching significant milestones by 2032. Success in this market will be driven by innovation, a focus on sustainability, and an agile response to the evolving demands of the industries it supports. Packaging is anticipated to remain the second-largest segment in this market. The packaging industry will continue to be a significant consumer of adhesive tapes, driven by the ongoing need for efficient sealing, securing, and reinforcing solutions during storage, transportation, and handling. Future advancements in adhesive tape technology will likely focus on enhancing convenience and reliability for sealing diverse packaging materials, including cardboard boxes, plastic containers, and flexible packaging, further strengthening their role in the packaging sector. |
All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 202324. A declaration to this effect as required under regulation 26(3) read with Schedule V (D) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (âListing Regulationsâ), from the Managing Director of the Company is given below to this report.
A Declaration signed by the Managing Director is given below:
I hereby confirm that:
The Company has obtained from all the members of the Board and senior management, affirmation that they have complied with Code of Conduct and ethics for the Director and Senior Management in respect of the Financial Year 2023-24.
Sd/-
Sandeep Arora DIN:00176939
In accordance with the provisions of the Companies Act, 2013 (âthe Actâ) and the Articles of Association of the Company, Mrs. Mridu Arora, Director (DIN: 07260461) is liable to retire by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.
The Independent Directors of your Company have submitted a declaration confirming that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.
Mr. Manish Nanda, Independent Director will cease to continue as the Independent Director of the Company w.e.f. 26th September, 2024 due to retirement i.e. completion of tenure.
The Board of Directors of the Company appointed Mr. Tejas Shah (DIN: 09592879), as an Additional Director of the Company, designated as an Independent Director, effective August 12, 2024 subject to the approval of the Members. Mr. Tejas Shah has given a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. The Board of Directors recommends the Resolution for your approval appointing Mr. Tejas Shah as an Independent Director for a first term of 5 (Five) consecutive years commencing from August 12, 2024 upto August 11, 2029.
The Composition of the Board and KMP as on financial year end is as under:
(1) Mr. Nitin Rane - Non-executive Independent Director (Chairman)
(2) Mr. Sandeep M. Arora - Managing Director (KMP)
(3) Mrs. Mridu Arora - Non-executive Director
(4) Mr. Manish Nanda - Non-executive Independent Director
(5) Mr. Ajeet Singh - Chief Financial Officer (KMP)
(6) Ms. Anuradha Dubey - Company Secretary (KMP)
The following policies of the Company are put up on the Website of the Company at the web link https://sonal.co.in/investor-relations/policy-conduct/
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
During the financial year 2023-24, the Board of Directors held four meetings. Detailed information about these meetings is provided in Form MGT 7, which is available on the company''s website.
The Composition of the various committees of the Board and their composition as on financial year end is as under:
|
A] |
Audit Committee |
Mr. Manish Nanda - Chairman Mr. Nitin Rane Mr. Sandeep Arora |
|
B] |
Nomination Remuneration Committee |
Mr. Manish Nanda - Chairman Mr. Nitin Rane Mrs. Mridu Arora |
|
C] |
Stakeholder Relationship Committee |
Mr. Manish Nanda - Chairman Mrs. Mridu Arora Mr. Sandeep Arora |
The Board of Directors has carried out an Annual Performance Evaluation for all Board Members as well as the working of the Board and its Committees pursuant to the provision of Act and Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.
Your Directors state that:
a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;
b) The Directors 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 March 31, 2024 and of the Profit / Loss of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a ''going concern'' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The Annual Return of the Company as on 31st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https:// sonal.co.in/wp-content/uploads/MGT-7-PDF-SAL-2024-.pdf
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. M C Asawa & CO, Chartered Accountant (Firm Registration No: 008041C) were appointed as the Statutory Auditors for a period of five years from the conclusion of 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting to be held in the year 2025.
The Auditors'' Report to the Members on the Accounts of the Company for the year ended March 31, 2024 is a part of the Annual Report and does not have any qualification/adverse remarks.
Reporting of Frauds
During the year under review, the Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143 (12) of the Companies Act, 2013.
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 has appointed Mr. Prashant Diwan, Company Secretary in Whole-Time Practice, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report given by the Secretarial Auditor is annexed to this Board Report as Annexure I. The Secretarial Audit Report is unqualified.
The Cost Records as prescribed under sub-section (1) of section 148 of the Companies Act, 2013 are maintained. DEPOSITS
During the year under review, the Company has neither accepted nor renewed any Public deposits and has not received any Loan from Directors or their Relatives.
The Company has not given any loans and guarantee or made any investments in other bodies corporate and persons during the year.
All Related Parties Transactions entered by the Company during the Financial Year 2023-24 were in the ordinary course of business and on an arm''s length pricing basis. The details of Related Parties Transactions are given in Note 40 in Notes to Accounts of the Financial Statements for the year ended March 31, 2024. There are no material related party transaction hence disclosure in Form AOC-2 is not applicable.
The Related Party Transactions policy as approved by the Board of Directors is disclosed on the Company''s website at the web link https://sonal.co.in/investor-relations/policy-conduct/
Your Company does not have any Subsidiary, Joint Venture and Associate Company.
The Company is Associate of Sonal Impex Limited.
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report.
The particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III to this Report. However, as per the provisions of Section 136 of the Act, the Annual Report is being sent to all Members of the Company. During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 1,02,00,000/- or more per annum, if employed throughout the year or Rs. 8,50,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Company is committed to good Corporate Governance in line with Listing Regulation. However, since the Net worth and paid up capital of the Company is below Rs. 25 Crores and Rs. 10 Crores respectively the Regulation 27 and Para C, D and E of Schedule V of the Listing Regulations are not applicable and hence Corporate Governance Report does not forms part of the Annual Report.
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure IV which forms part of the Directors'' Report. CORPORATE SOCIAL RESPONSIBILITY STATEMENT (CSR)
The provisions of Section 135 of the Act regarding Corporate Social Responsibility are not applicable to the Company as the Company is not falling under the said parameters.
The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising Senior Executives of the Company. Protected disclosures can be made by a Whistle Blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The Policy on vigil mechanism and whistle blower policy is available on the Company''s website at web link https://sonal.co.in/ investor-relations/policy-conduct/
The applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ''Meetings of Board of Directors'' and ''General Meeting'' respectively, as issued by the Institute of Company Secretaries of India (ICSI), have been duly complied by your Company.
The Company has complied and constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 except for appointment of a Member in the Committee who is amongst NGO/associations. Further, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence is very minimal.
2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
3. There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
4. There was no issuance of equity shares with differential rights regarding dividend, voting, or otherwise, and no issuance of shares under the Employees Stock Option Scheme as per the provisions of Section 62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014.
5. There was no issuance of shares (including sweat equity shares) to employees of the Company under any scheme.
6. No voting rights were exercised in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013.
Your Directors take this opportunity to thank all employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.
Mridu Arora Sandeep Arora
Director Managing Director
DIN: 07260461 DIN: 00176939
Place: Khopoli Dated: 12.08.2024
Mar 31, 2023
Your Directors have pleasure in presenting 32nd Annual Report for the financial year 2022-23 along with Audited Balance Sheet and the Statement of Profit and Loss Account for the year ended on March 31, 2023.
The financial performance of your Company for the year ended March 31, 2023 is summarized below: (Rs. in lakhs)
|
Particulars |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
|
Income from operations |
8332.98 |
5867.25 |
|
Profit\(Loss) before Finance Cost & Depreciation |
384.74 |
840.02 |
|
Less: Finance Cost |
19.76 |
0.85 |
|
Less: Depreciation |
62.63 |
67.32 |
|
Profit\(Loss) Before tax |
302.35 |
771.85 |
|
Tax Expenses Deferred Tax Expense / Credit |
75.77 |
195.80 |
|
Short provision for tax relating to prior year |
- |
15.30 |
|
Profit\(Loss) for the year |
226.58 |
560.75 |
DIVIDEND
Your Directors do not recommend any Dividend for the year under review.
All the unclaimed / unpaid dividends lying with the Company are transferred to Investor Education Protection Fund. There was no amount required to be transferred to IEPF during the Financial Year.
No amount has been proposed to carry to Reserves.
The Company''s main business is of manufacturing Adhesives tapes and Speciality adhesives and emulsions.
|
a |
Revenue and Profits |
4 Despite of highly challenging market conditions, Company continued to consistently execute it''s strategy for purposeful growth. Financial Year 2022-23 was very encouraging, the Company reported a turnover of Rs. 8332.98 lakhs in current year as compared to Rs. 5867.25 lakhs in previous year indicating increment by 42.03%. 4 The Company''s Export Turnover also increased to Rs. 936.41 lakhs compared to previous year export turnover of Rs. 535.97 lakhs indicating a increment by 74.71%. 4 However due to increase in cost of materials, finance and administration expenses the Company earned a Net Profit of Rs. 226.58 lakhs against net profit of Rs. 560.75 lakhs in the previous year. |
|
b |
Market environment |
4 The India Adhesives Market is segmented by End User Industry (Aerospace, Automotive, Building and Construction, Footwear and Leather, Healthcare, Packaging, Woodworking and Joinery), by Technology (Hot Melt, Reactive, Solvent-borne, UV Cured Adhesives, Water-borne) and by Resin (Acrylic, Cyanoacrylate, Epoxy, Polyurethane, Silicone, VAE/EVA). 4 Based on technology, the India Adhesives market is segmented into water-based, solvent-based, hot-melt, reactive, and others. Water-based adhesives are poised to grow throughout the predicted period owing to their non-toxic and environment-safe characteristics, which makes them particularly suitable for packaging purposes in the FMCG industry as they do not contaminate the products inside. The FMCG industry in India is growing at a considerable rate, which is thereby expected to drive the water-based adhesives market segment as well during the forecast period. Further, the innovation and development of new products in the country is further expected to drive the market. 4 The growth of the Indian packaging industry is mainly attributed to the rising middle-class population, improvement of the supply-chain system, and emerging e-commerce activities in recent years. Furthermore, the growing attention to food safety and quality across the nation is likely to drive the food processing industry, thus, propelling the packaging demand. |
|
c |
Future |
4 The Indian adhesives market was valued at US$930.464 million in 2021 and is expected to grow at |
|
Prospects |
a CAGR of 10.26% over the forecast period to reach US$1842.936 million by 2028. 4 The expanding requirement from the packaging market and the country''s rising automobile |
|
|
manufacturing are the main drivers of the Indian adhesive market. With more end-user applications, the need for adhesives in the packaging sector is growing. The demand for packaging, particularly flexible packaging, has been rising in India result of several reasons including light weighing items, diverse sizes, shelf life, and ease of recycling. Flexible packaging, Speciality packaging, composite containers, and frozen food packaging are some of the packaging applications that use adhesives and sealants. The expansion of adhesives in the packaging sector in the area has also been fueled by elements like e-commerce or food deliveries over the internet. In addition, the adhesive market in India is expanding significantly as a result of the arrival of foreign competitors, the use of new technologies, and other factors. |
||
|
4 The demand for corrugated boxes in the Asian market grew by 20% in the year 2021. This is |
||
|
indicative of the demand for BOPP packaging tapes in the region and this streak is expected to continue all through 2029 as well. |
All Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 202223. A declaration to this effect as required under regulation 26(3) read with Schedule V (D) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 (âListing Regulationsâ), from the Managing Director of the Company is given below to this report.
A Declaration signed by the Managing Director is given below:
I hereby confirm that:
The Company has obtained from all the members of the Board and senior management, affirmation that they have complied with Code of Conduct and ethics for the Director and Senior Management in respect of the Financial Year 2022-23.
Sandeep Arora DIN:00176939
In accordance with the provisions of the Companies Act, 2013 (âthe Actâ) and the Articles of Association of the Company, Mrs. Mridu Arora, Director (DIN: 07260461) is liable to retire by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting.
The Independent Directors of your Company have submitted a declaration confirming that each of them meets the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year.
The Composition of the Board and KMP as on date is as under:
(1) Mr. Nitin Rane - Non-executive Independent Director (Chairman)
(2) Mr. Sandeep M. Arora - Managing Director (KMP)
(3) Mrs. Mridu Arora - Non-executive Director
(4) Mr. Manish Nanda - Non-executive Independent Director
(5) Mr. Ajeet Singh - Chief Financial Officer (KMP)
(6) Ms. Anuradha Dubey - Company Secretary (KMP)
The following policies of the Company are put up on the Website of the Company at the web link https://sonal.co.in/investor-relations/policy-conduct/
a) Policy for selection of Directors and determining Directors independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and other employees.
|
A] |
Audit Committee |
Mr. Manish Nanda - Chairman Mr. Nitin Rane Mr. Sandeep Arora |
|
|
B] |
Nomination Remuneration Committee |
Mr. Manish Nanda - Chairman |
|
|
Mr. Nitin Rane |
|||
|
Mrs. Mridu Arora |
|
C] |
Stakeholder Relationship Committee |
Mr. Manish Nanda - Chairman Mrs. Mridu Arora Mr. Sandeep Arora |
NUMBER OF MEETINGS OF THE BOARD
During the FY 2022-23, seven meetings of the Board of Directors were held.
The Board of Directors has carried out an Annual Performance Evaluation for all Board Members as well as the working of the Board and its Committees pursuant to the provision of Act and Listing Regulations. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual Directors was also discussed.
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material departures from the same;
b) the Directors 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 March 31, 2023 and of the Profit / Loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a ''going concern'' basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https:// sonal.co.in/investor-relations/general-meeting/
The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. M C Asawa & CO, Chartered Accountant (Firm Registration No: 008041C) were appointed as the Statutory Auditors for a period of five years from the conclusion of 29th Annual General Meeting till the conclusion of the 34th Annual General Meeting to be held in the year 2025.
The Auditors'' Report to the Members on the Accounts of the Company for the year ended March 31, 2023 is a part of the Annual Report and does not have any qualification/adverse remarks.
Reporting of Frauds
During the year under review, the Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under section 143 (12) of the Companies Act, 2013.
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 has appointed Mr. Prashant Diwan, Company Secretary in Whole-Time Practice, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report given by the Secretarial Auditor is annexed to this Board Report as Annexure I. The Secretarial Audit Report is qualified.
Justification to Secretarial Audit Report qualification is as under:
In respect of observation that in one instance the Company was unable to delivered/sent letters of confirmation as per SEBIâs operational guidelines, for execution of Transmission received during the financial year ended 31st March, 2023 within the prescribed time from the respective date of lodgment.
It is clarified that Company complied with all the provisions of the Acts, Guidelines, Standards, regulations etc except in one such instance for a particular transmission of shares there was a delay of few days in sending the signed letters to our RTA due to some logistic constraints.
The Cost Records as prescribed under sub-section (1) of section 148 of the Companies Act, 2013 are maintained. DEPOSITS
During the year, the Company has not accepted any Deposits from the Public. The Company has taken a loan from the Director of the Company amounting to Rs. 105.00 Lakhs and the same was repaid. The details are mentioned in the Note 35 of the Financial Statements. The Company has taken a declaration from the Director while accepting the loan that the amount is given out of his own funds and not acquired from others.
The Company has not given any loans and guarantee or made any investments in other bodies corporate during the year. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All Related Parties Transactions entered by the Company during the Financial Year 2022-23 were in the ordinary course of business and on an arm''s length pricing basis. The details of Related Parties Transactions are given in Note 35 in Notes to Accounts of the Financial Statements for the year ended March 31, 2023.
The Related Party Transactions policy as approved by the Board of Directors is disclosed on the Company''s website at the web link https://sonal.co.in/investor-relations/policy-conduct/
Your Company does not have any Subsidiary, Joint Venture and Associate Company.
The Company is Associate of Sonal Impex Limited.
The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure II to this Report.
The particulars of employees required to be furnished pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure III to this Report. However, as per the provisions of Section 136 of the Act, the Annual Report is being sent to all Members of the Company.
During the year under review, none of the employees of the Company was in receipt of remuneration aggregating Rs. 1,02,00,000/- or more per annum, if employed throughout the year or Rs. 8,50,000/- or more per month, in case employed for part of the year. Hence, there are no particulars to be annexed to this report as required under sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The Company is committed to good Corporate Governance in line with Listing Regulation. However, since the Net worth and paid up capital of the Company is below Rs. 25 Crores and Rs. 10 Crores respectively the Regulation 27 and Para C, D and E of Schedule V of the Listing Regulations are not applicable and hence Corporate Governance Report does not forms part of the Annual Report.
Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a brief note on Management Discussions and Analysis of the results for the year under review is given in Annexure IV which forms part of the Directors'' Report.
The Board of Directors has approved the CSR policy which is available on the Company''s website (www.sonal.co.in). The CSR Report as per Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and amendments thereto, is attached as Annexure V which forms part of the Directors'' Report.
The Vigil Mechanism of the Company, which also incorporates a Whistle Blower Policy in terms of the Listing Regulations, includes an Ethics & Compliance Task Force comprising Senior Executives of the Company. Protected disclosures can be made by a Whistle Blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The Policy on vigil mechanism and whistle blower policy is available on the Company''s website at web link https://sonal.co.in/ investor-relations/policy-conduct/
The applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ''Meetings of Board of Directors'' and ''General Meeting'' respectively, as issued by the Institute of Company Secretaries of India (ICSI), have been duly complied by your Company.
The Company has complied and constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 except for appointment of a Member in the Committee who is amongst NGO/associations. Further, during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. The Company does not have any Risk Management Policy as the elements of risk threatening the Company''s existence is very minimal.
2. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
3. There were no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
4. The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not applicable
Your Directors take this opportunity to thank all employees of the Company for their hard work, dedication and commitment and appreciate the co-operation received from the Bankers and other Government authorities during the year under review.
Manish Nanda Sandeep Arora
Director Managing Director
DIN: 03245943 DIN: 00176939
Place: Khopoli Dated: 10.08.2023
Mar 31, 2015
DEAR MEMBERS
The Directors have pleasure in presenting Twenty Fourth Annual Report
for the financial year 2014-2015 along with Audited Balance Sheet and
the Statement of Profit and Loss Account for the year ended on 31st
March, 2015.
FINANCIAL RESULTS:
The financial performance of your Company for the year ended 31st
March, 2015 is summarized below:
(Rs. In Lakhs)
Particulars Year Ended Year Ended
31st March, 2015 31st March, 2014
Income from operations 4328.01 5687.49
Profit before Finance
Cost & Depreciation 415.07 366.33
Finance Cost (281.73) (241.71)
Depreciation (78.03) (44.33)
Profit Before tax 55.31 80.29
Tax Expenses:
Current Tax - -
Deferred tax expense / (credit) 10.48 20.80
Prior Year Tax Adjustments (1.11) -
Profit for the year 45.94 59.49
DIVIDEND:
To conserve the resources, your Directors do not recommend any Dividend
for the year under review.
RESERVES
There is no amount has been proposed to carry to Reserves.
PRODUCTS & BUSINESS
The Company's main business is of manufacturing adhesive tapes and
plastic ropes.
FUTURE OUTLOOK
The Company is proactively responding to the changing business
environment and is confident of sustaining its market share by
improving competitive position in the market. The overall business
outlook for the Company is promising with improvement in overall
economic environment. Efforts towards higher operational efficiencies
shall continue. The Company continues to examine the possibilities of
expansion and will make the necessary investments when attractive
opportunities arise.
The BOPP Adhesive Tapes are used for packaging. It is consumed daily in
large quantities by all industrial and commercial organizations. From
packing courier covers and bags to packing of pharmaceutical cartons,
everywhere, the self adhesive tapes are consumed. The consumption
increases in line with the improved standard of living and business
activity in the society. Therefore the consumption of this product is
bound to increase further.
EXPORTS
The Company has achieved an Export Turnover of Rs. 1245.79 Lacs
compared to previous years Rs. 1101.22 Lacs.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors state that:
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards have been followed and
there are no material departures from the same;
b) the Directors 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 March 31, 2015 and of the Profit of the Company
for the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Shri. Kamal Arora and Shri. Jaspal Singh Bhasin resigned from the post
of Directors w.e.f. 12th August, 2015. The Board of Directors places on
record its appreciation for the valuable contribution made by Shri.
Kamal Arora and Shri. Jaspal Singh Bhasin during their tenure with the
Company.
Further, due to resignation of Shri. Kamal Arora none of the Directors
retires by rotation at the ensuing Annual General Meeting.
Smt. Mridu Arora and Shri. Nitin Rane were appointed as an Additional
Director of the Company w.e.f. 12th August, 2015. Pursuant to Section
161 of the Companies Act, 2013, Smt. Mridu Arora and Shri. Nitin Rane
holds office up to the date of ensuing Annual General Meeting of the
Company. The Company has received notice along with the requisite
deposit from the member of the Company for their appointment as
Director of the Company. The Board of Directors recommends their
appointment as the Director of the Company.
Further, in terms of Sections 149, 152 read with Schedule IV of the
Companies Act, 2013, the Board of Directors ("the Board") have reviewed
the declaration made by Shri. Nitin Rane that he meet the criteria of
independence as provided in Section 149(6) of the Companies Act, 2013
and the Board is of opinion that he fulfill the conditions specified in
the Companies Act, 2013 and the rules made there under and is
independent of the management. The Board of Directors recommends his
appointment as an Independent Director for period of fve years, not
liable to retire by rotation.
The Company has also received declaration from Shri. Manish Nanda,
Independent Director of the Company confirming that he meets with the
criteria of independence as prescribed both under the Act and Clause 49
of the Listing Agreement with the Stock Exchanges.
Shri. Sandeep Arora, Managing Director of the Company was designated as
Whole-time Key Managerial Personnel of the Company w.e.f. 12th August,
2014.
Shri. Shivcharan Girker was appointed as Chief Financial Officer of the
Company and was designated as Whole-time Key Managerial Personnel of
the Company w.e.f. 12th August, 2014.
Shri. Amish Ashar was appointed as Company Secretary of the Company and
was designated as Whole-time Key Managerial Personnel of the Company
w.e.f. 10th March, 2015. However, Shri. Amish Ashar resigned from the
post of Company Secretary w.e.f. 6th June, 2015 the Board of Directors
places on record its appreciation for the valuable contribution made by
him during his tenure with the Company.
The Composition of the Board and KMP as on date is as under:
(1) Shri. Sandeep M. Arora - Managing Director (KMP)
(2) Smt. Mridu Arora - Non-executive Director
(3) Shri. Manish Nanda - Non-executive Independent Director
(4) Shri. Nitin Rane - Non-executive Independent Director
(5) Shri. Shivcharan Girker - Chief Financial Officer (KMP)
The details of programmes for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company.
The following policies of the Company are put up on the website of the
Company
a) Policy for selection of Directors and determining Directors
independence; and
b) Remuneration Policy for Directors, Key Managerial Personnel and
other employees.
MEETINGS OF THE BOARD
During the year under review, The Board of Directors duly met Seven
times on 29th May, 2014; 5th June, 2014; 28th July, 2014; 12th August,
2014; 22nd September, 2014; 12th November, 2014 and 12th February,2015.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual Directors pursuant to the
provisions of the Act. The performance of the Board was evaluated by
the Board after seeking inputs from all the Directors on the basis of
the criteria such as the Board composition and structure, effectiveness
of Board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual Directors on the basis of
the criteria such as the contribution of the individual Director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent Directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive Directors and non- executive Directors. The same was
discussed in the Board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual Directors was also discussed.
EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration),
2014 is furnished in Annexure I and is attached to this Report.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weakness in the design or operation
was observed.
AUDIT COMMITTEE
The Audit Committee comprises of Members namely of Shri. Jaspal Singh
Bhasin (Chairman), Shri. Manish Nanda and Shri. Sandeep Arora. All the
recommendations made by the Audit Committee were accepted by the Board.
However, The Board of Directors re-constituted the Audit Committee
after the resignation of Shri. Jaspal Singh Bhasin w.e.f. 12th August,
2015. The Audit Committee now comprises of Members namely Shri. Manish
Nanda (Chairman), Shri. Nitin Rane and Shri. Sandeep Arora.
AUDITORS
The terms of office of M/s. K S Sanghvi and Co., Chartered Accountant
as the Auditors of the Company will expire at the conclusion of the
ensuing Annual General Meeting of the Company. M/s. K S Sanghvi and Co.
expressed their unwillingness for re-appointment as Auditors of the
Company.
On the request of the Company M/s. Rohan Agrawal & Co, Chartered
Accountant, Mumbai consented to get appointed as the Statutory Auditor
of the Company at the ensuing Annual General Meeting. The Company has
also received a certificate from M/s. Rohan Agrawal & Co, Chartered
Accountant to the effect that their appointment, if made, would be
within the prescribed limits under Section 141 of the Companies Act,
2013. The members are requested to appoint M/s. Rohan Agrawal & Co,
Chartered Accountant in place of M/s. K S Sanghvi and Co and authorize
the Board to fx their remuneration.
Auditors Emphasis/Remarks/Observations in the Audit Report:
a) With regards to Emphasis of Matter in the Auditors Report your
Directors like to state as under:- The Company is in process of
identifying various opportunities to generate funds for growth and
expansions.
b) Point No. 9 f. iii. of the Auditors Report is self explanatory.
SECRETARIAL AUDITOR
The Board has appointed Shri. Prashant Diwan, Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed herewith marked as Annexure II to this Report. As
regards the observations made in Secretarial Audit Report the Directors
state as under:- The Company has instructed its bankers to transfer the
fund to the Investor Education and Protection Fund Account. However,
the Bankers of the Company have not initiated the process of transfer
of the funds to the Investor Education and Protection Fund.
FIXED DEPOSITS
The Company has not accepted any Deposits from the Public during the
year.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The Company has not made any loans or advances or investments or
provided securities to other bodies corporate during the year. However,
the Company has given Corporate Guarantees of Rs. 4,90,00,000 to M/s.
Sonal Impex Ltd during the year which is within limit specified under
section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES.
There was no contract or arrangements made with related parties as
defend under Section 188 of the Companies Act, 2013 during the year
under review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company do not have any Subsidiary, Joint Venture and Associate
Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required to be
disclosed under the Act, are provided in Annexure III to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The particulars of employees required to be furnished pursuant to
Section 197(12) of the Companies Act, 2013 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed herewith as Annexure IV to this Report. However, as
per the provisions of Section 136 of the Companies Act, 2013, the
Annual Report is being sent to all members of the Company.
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs. 60,00,000/- or more per
annum, if employed throughout the year, or Rs. 5,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under sub-rules 2
and 3 of Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
CORPORATE GOVERNANCE
The Company is committed to good corporate governance in line with the
Listing Agreement and Sonal adhesives Limited corporate governance
norms. The Company is in compliance with the provisions on corporate
governance specified in the Listing Agreement with the Bombay Stock
Exchange Limited same is given in the Annexure V which form part of the
Directors' Report.
A certificate of compliance from Mr. Prashant Diwan, Practicing Company
Secretary and the report on Corporate Governance form part of this
Directors' Report.
MANAGEMENT DISCUSSIONS AND ANALYSIS
A brief note on Management Discussions and Analysis of the results for
the year under review is given in Annexure VI which forms part of the
Directors' Report.
CORPORATE RESPONSIBILITY STATEMENT (CSR)
Your Directors state that the provisions of Section 135 of the
Companies Act, 2013 regarding the provisions Corporate Social
Responsibility is not applicable to the Company as the Company is not
falling under the said parameters.
VIGIL MECHANISM
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement, includes an Ethics &
Compliance Task Force comprising senior executives of the Company.
Protected disclosures can be made by a whistle blower through an
e-mail, or dedicated telephone line or a letter to the Task Force or to
the Chairman of the Audit Committee. The Policy on vigil mechanism and
whistle blower policy may be accessed on the Company's website.
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
1. No material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year
to which this financial statements relate on the date of this report
except that the Account of the Company is declared Non Performing Asset
by State Bank of India.
2. The Company does not have any Risk Management Policy as the element
of risk threatening the Company's existence is very minimal.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
4. Your Directors further state that during the year under review,
there were no cases fled pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
ACKNOWLEDGEMENT
Your Directors take this opportunity to thank all employees of the
Company for their hard work, dedication and commitment and appreciate
the co-operation received from the Bankers and other Government
authorities during the year under review.
For and on behalf of the Board
Sandeep Arora
Place: Mumbai Chairman & Managing Director
Dated: 12th August, 2015 DIN: 00176939
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their Twenty Third Annual
Report on the business operations of the Company along with statement
of Audited Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS:
(Rs. In Lakhs)
Particulars Year Ended Year Ended
31st March, 2014 31st March, 2013
Income from operations 5687.49 5835.28
Profit before Interest &
Depreciation 315.76 249.00
Interest 191.14 153.23
Depreciation 44.33 27.99
Profit Before tax 80.29 67.78
Less:
Current Tax Nil 13.47
Deferred tax expense / (credit) 20.80 2.62
Profit for the year 59.49 51.69
OPERATIONS:
The total income of the Company for the year under review at Rs.
5687.49 lacs was lower by 2.53% to that of the previous year at Rs.
5835.28 lacs, on account of considerable sluggishness in the business.
However the operating profit i.e. Profit before Interest, Depreciation
and Tax has been registered at Rs. 315.79 Lacs as against Rs. 249.00
Lacs of the previous year i.e. growth of around 26.82% to that of
previous year. The net profit has been registered at Rs. 59.49 Lacs as
against Rs. 51.69 Lacs of the previous year.
DIVIDEND:
To conserve the resources, your Directors do not recommend any Dividend
for the year under review.
DIRECTORS:
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Smt. Kamal Mohanlal Arora,
Director is liable to retire by rotation and being eligible, offers
herself for re-appointment at the ensuing Annual General Meeting. Your
Board recommends her re-appointment.
The term of Shri. Sandeep M. Arora, Managing Director to be expired on
4th September, 2014. The Board of Directors, at its meeting held on 1st
June, 2014 and based on the recommendation of Remuneration Committee
Meeting held on even date has re-appointed Shri. Sandeep Arora as
Managing Director of the Company for a further period of 3 years w.e.f.
1st June, 2014 to 30th May, 2017.
Appointment of Shri. Jaspal Singh Bhasin and Shri Manish S. Nanda as
Independent Director pursuant to section 149 and 152 of the Companies
Act, 2013 are proposed to be made at the forthcoming Annual General
Meeting for a term of consecutive five years. Pursuant to Section 149
and 152 of the Companies Act, 2013, Independent Directors will not be
liable to retire by rotation.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
* 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.
* Your Directors 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 at the end of the financial year and of the profit of
the Company for that year.
* Your Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
* Your Directors have prepared the attached statement of Accounts for
the year ended March 31, 2014 on a going concern basis.
AUDITORS:
M/s. K. S. Sanghvi & Co., Chartered Accountants, Statutory Auditors of
the Company retires at the ensuing Annual General meeting and are
eligible for re-appointment. The Company has received a certificate
from the Auditors to the effect that their appointment, if made, would
be within the prescribed limits under Section 141 of the Companies Act,
2013. The members are requested to appoint the Auditors and authorise
the Board to fix their remuneration.
COST AUDITORS:
The Cost Audit Report for the financial year 2012-13 which was required
to be filed with Ministry of Corporate Affairs within 180 days from the
close of the financial year was filed on 25.09.2013 vide SRN S22500441.
In Pursuance to the provisions of Section 233B of the Companies Act,
1956 and with the prior approval of the Central Government, Mr. Satish
R Shah, Cost Accountants (Regn. No.6189) were re-appointed as Cost
Auditors to conduct audit of cost records all manufactured products of
the company for the financial year 2013-14.
The Cost Audit Report for the Financial year 2013-14 is due to be filed
with the Ministry of Corporate Affairs within 180 days from the close
of the financial year (i.e. dated: 27.9.2014). Necessary action is
being taken to file the Report as required
FIXED DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and rules made thereunder.
CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the
Listing Agreement and Sonal adhesives Limited corporate governance
norms. The Company is in compliance with the provisions on corporate
governance specified in the Listing Agreement with the Bombay Stock
Exchange Limited.
A certificate of compliance from Mr. Prashant Diwan, Practicing Company
Secretary and the report on Corporate Governance form part of this
Directors'' Report.
PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs.60,00,000/- or more per
annum, if employed throughout the year, or Rs.5,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under Section
217(2A) of the Companies Act, 1956 and the rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND
OUTGO:
Particulars as required under Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 are given in the Annexure to
this report.
ACKNOWLEDGMENTS:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Company''s management. The Directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Place: Mumbai Sandeep Arora
Dated: 12/08/2014 Chairman & Managing Director
DIN No. 00176939
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting their Twenty Second Annual
Report on the business operations of the Company along with statement
of Audited Accounts for the year ended 31st March, 2013.
FINANCIAL RESULTS:
(Rs. In Lakhs)
Year Ended Year Ended
Particulars 31st March,
2013 31st March,
2012
Income from operations 5835.28 5024.17
Proft before Interest & Depreciation 249.00 210.12
Interest 153.23 106.49
Depreciation 27.99 25.35
Proft Before tax 67.78 78.28
Less: Current Tax 13.47 20.82
Deferred tax expense / (credit) 2.62 3.69
Profit for the year 51.69 53.77
OPERATIONS:
During the year under review, the income from operations of the Company
has been increased from Rs. 5024.17 Lacs to Rs. 5835.28 Lacs. The
Operating Proft i.e. Proft before Interest, Depreciation and Tax has
been registered at Rs. 249.00 Lacs as against Rs. 210.12 Lacs of the
previous year. The net proft has been registered at Rs. 51.69 Lacs as
against Rs. 53.77 Lacs of the previous year.
DIVIDEND:
To conserve the resources, your Directors do not recommend any Dividend
for the year under review.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Smt. Kamal Mohanlal Arora,
Director is liable to retire by rotation and being eligible, offers
herself for re-appointment at the ensuing Annual General Meeting. Your
Board recommends her re-appointment.
DIRECTOR''S RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
- 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.
- Your Directors 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 at the end of the financial year and of the profit of the
Company for that year.
- Your Directors have taken proper and sufficient care or the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
- Your Directors have prepared the attached statement of Accounts for
the year ended March 31, 2013 on a going concern basis.
AUDITORS:
M/s. K. S. Sanghvi & Co., Chartered Accountants, Statutory Auditors of
the Company retires at the ensuing Annual General meeting and are
eligible for re-appointment. The Company has received a certificate from
the Auditors to the effect that their appointment, if made, would be
within the prescribed limits under Section 224(1B) of the Companies
Act, 1956. The members are requested to appoint the Auditors and
authorize the Board to fx their remuneration.
COST AUDITORS
Vide Notification No. 52/26/CAB-2010 dated 24.1.2012, the MCA,
Government of India has covered a number of industries under automatic
Cost Audit with effect from the financial year commencing on or after
1.4.2012. Our company is subject to Cost Audit in terms of above
referred Notifications for the various manufactured products from the
financial year 2012-13.
In Pursuance to the provisions of Section 233B of the Companies Act,
1956 and with the prior approval of the Central Government, Mr. Satish
R. Shah, Cost Accountants (Regn. No. 6189) were appointed as Cost
Auditors to conduct audit of cost records of all the manufactured
products of the company for the financial year 2012-13.
The Cost Audit Report for the Financial year 2012-13 is due to be fled
with the Ministry of Corporate Affairs within 180 days from the close
of the financial year (i.e. dated: 27.9.2013). Necessary action is being
taken to file the Report as required.
FIXED DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and rules made there under.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a certificate from the
Practicing Company Secretary regarding compliance of the requirement of
Corporate Governance, as also a Management Discussion and Analysis
Report pursuant to Clause 49 of the Listing Agreement with the Stock
Exchange are Annexed hereto.
PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs.60,00,000/- or more per
annum, if employed throughout the year, or Rs.5,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under Section
217(2A) of the Companies Act, 1956 and the rules made there under.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND
OUTGO:
Particulars as required under Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 are given in the Annexure to
this report.
ACKNOWLEDGMENTS:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Company''s management. The Directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Place: Mumbai Sandeep Arora
Dated: 26/08/2013 Chairman & Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their Twenty First Annual
Report on the business operations of the Company along with statement
of Audited Accounts for the year ended 31st March 2012.
FINANCIAL RESULTS:
(Rs. In Lakhs)
Particulars Year Ended 31st Year Ended 31st
March, 2012 March, 2011
Income from operations 5024.17 4128.26
Profit before Interest
& Depreciation 210.14 175.04
Interest 106.51 80.76
Depreciation 25.35 24.11
Profit Before tax 78.28 70.17
Less:
Current Tax 20.82 22.76
Deferred tax expense/(credit) 3.69 (0.62)
Profit for the year 53.77 48.03
OPERATIONS:
During the year under review, the income from operations of the Company
has been increased from Rs. 4128.26 Lacs to Rs. 5024.17 Lacs. The
Operating Profit i.e. Profit before Interest, Depreciation and Tax has
been registered at Rs. 210.12 Lacs. The net profit has been registered
at Rs. 53.77 Lacs as against Rs. 48.03 Lacs of the previous year.
DIVIDEND:
Your Directors recommend Dividend of 5% (Rs. 0.50 per share on face
value of Rs. 10/-) on the Equity Share Capital of the Company for the
year under review.
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
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.
Your Directors 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 at the end of the financial year and of the profit of the
Company for that year.
Your Directors have taken proper and sufficient care or the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
Your Directors have prepared the attached statement of Accounts for the
year ended March 31, 2012 on a going concern basis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri. Manish Surendrakumar
Nanda, Director is liable to retire by rotation and being eligible,
offers himself for re-appointment at the ensuing Annual General
Meeting. Your Board recommends his re-appointment.
AUDITORS:
M/s. K. S. SANGHVI & Co., Chartered Accountants, Auditors of the
Company retires at the ensuing Annual General meeting and are eligible
for re-appointment. The Company has received a certificate from the
Auditors to the effect that their appointment, if made, would be within
the prescribed limits under Section 224(1B) of the Companies Act, 1956.
The members are requested to appoint the Auditors and authorise the
Board to fix their remuneration.
FIXED DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and rules made thereunder.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirement of
Corporate Governance, as also a Management Discussion and Analysis
Report pursuant to Clause 49 of the Listing Agreement with the Stock
Exchange are annexed hereto.
PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs. 60,00,000/- or more per
annum, if employed throughout the year, or Rs. 5,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under Section
217(2A) of the Companies Act, 1956 and the rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND
OUTGO:
Particulars as required under Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 are given in the Annexure to
this report.
ACKNOWLEDGMENTS:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Company's management. The Directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Sandeep Arora
Chairman & Managing Director
Place: Mumbai
Dated: 04/08/2012
Mar 31, 2011
Dear Members,
The Directors have pleasure in presenting their Twentieth Annual Report
on tie biasness operations of the Company along with statement of
Audited Accounts for the year ended 31st March 2011.
(Rs. to Lakhs)
Particular Year Ended Year Ended
31st March, 2011 31st March, 2011
Income fen separations 4128.26 3299.10
Profit before Interest & Depreciation 175.03 131.23
-Interest '80.21 51.68
Depreciation 24.11 20.20
Profit Before tax 70.65 59.35
Less:
Provision for Tax 23.25 15.00
Provision for Deferred
Tax (Assets Written Back) 40.62) 3.16
Profit after Tax available
for Appropriation 48.02 41.19
Appropriation
Proposal (dividend) 30.31 30.31
Dividend distribution tax thereon 4.91 5.15
Surplus Carmed to Glance Sheet 12.8O 5.73
48.02 41.19
Operations -.
During the year under review, the income from operations of the
Company bas been increased from Rs.3299.10 Lacs to Rs.4128.26 Lacs.
The Operating Profit i.e. Profit before Interest, Depreciation and Tax
has been registered at Rs.175.03 Lacs. The net profit bas been
registered at Rs.48.02 Lacs as against Rs.41.19 :Lacs ;of the previous
year.
DIVIDEND
Your Director recommend Dividend of 5% {Rs. 0.50 ;per share on
face value of Rs.10/-) on The Equity Share Capital of the Company for
the year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to section 217*(2AA) of the Companies Act, 1956, your
'Directors confirm the following
In She preparation of the annual accounts, the applicable accounting
standards have been followed and test ire mistral departures base
been made from the same.
Your Directors have selected such accounting policies and applied them
made judgments and estimated that are reasonable and present so as to give
a there and fair view of the state of affairs of the state of affairs of
the Company at the end of the financial year and of the profit of the company
for that year
Your Director have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act
for safeguarding the Assets of the Company and for preventing and detecting
Fraud and other irregularities.
Your Directors have prepared the attached statement of Accounts for the year
ended March 31, 2011 on a going concern basis.
DIRECTORS.
The Board; of Directors has appointed Mr. Sandeep Arora as the Managing
Director of the Company for a period of 3 years w.e.f. Q5/09/2QT.1. He
will not draw any remuneration.
In accordance with. the provisions of the Companies Act, 1956 and:
the Articles of Association: of the Company, Shri. JaspaJi Sing*
Bnasin,, Director is liable to retire by rotation and being; eligible,
after himself for re- appointment at the ensuing Annual General
Meeting. Your Board recommends his re-appointment. : Mr. Manishi Nanda
and Smt Kamali Arora was appointed as an Additional Director of the
Company pursuant to sections 26î after Companies Act, 1956: w;ef,
O1.09-2010 and: 13.1 2:2010 respectively. They holds office up to the
date of. ensuing Arwruai General. Meeting of the Company. The Company
has received notice from the members of the Company for their
appointment as director of the Company. Your Beard recommends their
appointment as a Director of the Company.
Mr. Surinder Pat Singh resigned from the Board of Directors w.e.f.
01.09.2010. Mr. Mohanlal Arora, Chairman and' Managing Detector* of the
Company passed on 13.12.2010, The Board of Directors placed on
record their appreciation for the valuable contribution made by
them during their tenures with the Company,
Information! on the above Directors sought to be appointment/
re-appointments annexed to the Notice calling the Annual
General Meeting pursuant to the requirement of Clause 49 of the Listing
Agreement.
Your Directors recommend the appointment/re-appointment of the above
Directors accordingly.
AUDITORS:
M/s. K. S. SANGHVI & Co., Chartered Accountants, Auditors of the
Company retires at the ensuing Annual General meeting and are eligible
far re-appointment The Company has received a certificate from the
Auditors to the effect that their appointment, if made, would be within
the prescribed limits under Section 224(1 B) of the Companies; Act,.
H95î. The members are requested to appoint the Auditors and authorise
the Beard to fix their remuneration;..
FIXED DEPOSEFS:
During: the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
196é and rules made there under.
CORPORATE GOVERNANCE
A Report on corporate Governance along with a certificate from the Auditors
of the Company regarding compliance of the requirement of Corporate
Governance, as also a Management Discussion and Analysis Report
pursuant to Clause 49 of the Listing Agreement with the Stock Exchange
are annexed hereto.
Particulars as per sections 217 (2A) OF COMPANIES ACT, 1956
During the year under review; none of the employees of the Company was
in receipt of remuneration aggregating Rs.60,00,OOO/- or more per
annum, if employed throughout the year, or Rs.5,00,000/- or mare per
month, in case employed far part of the year Hence, there are no
particulars to be annexed to this report as required under Section
217(2A), of the Companies Act, 1956 and' the rules made there under:
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE AND OUT GO
Particulars as required under Section- 217 (1) (e) of the Companies
Act, 1956 read with; the Companies : (Disclosure of particulars in the
Report of the Board of Directors) Rules, 1988 are given in the Annexure
to this report.
Acknowledgments:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Company's management. The Directors also
convey their appreciation to the employees at all levee far their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Place: Mumbai Sandeep Arora
Dated 05/09/2011- Chairman &
Managing Director
Mar 31, 2010
The Directors have pleasure in presenting their Nineteenth Annual
Report on the business operations of the Company along with statement
of Audited Accounts for the year ended 31st March 2010.
Particulars ( Rs. In Lacs )
Year Ended Year Ended
31st March 2010 31st March 2009
Income from operations 3299.10 3010.82
Profit before Interest & Depreciation 131.23 138.06
Interest 51.68 61.93
Depreciation 20.20 24.23
Profit Before tax 59.35 51.90
Less:
Provision for Tax 15.00 20.25
Provision for Deferred Tax Liability 3.17 (3.04)
Provision for Fringe Benefit Tax - 1.00
Profit after Tax available for Appropriation 41.19 33.69
Appropriation
Proposed dividend 30.31 -
Dividend distribution tax thereon 5.15 -
Surplus Carried to Balance Sheet 5.73 33.69
41.19 33.69
OPERATIONS:
During the year under review, the income from operations of the Company
has been increased from Rs.3010.82 Lacs to Rs.3299.10 Lacs. The
Operating Profit i.e. Profit before Interest, Depreciation and Tax has
been registered at Rs. 131.23 Lacs. The net profit has been registered
at Rs. 41.19 Lacs as against Rs. 33.69 Lacs of the previous year.
DIVIDEND:
Your Directors recommend Dividend of 5% (Rs. 0.50 per share on face
value of Rs.10/-) on the Equity Share Capital of the Company for the
year under review.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
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.
Your Directors 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 at the end of the financial year and of the profit of the
Company for that year.
Your Directors have taken proper and sufficient care or the maintenance
of adequate accounting records in accordance with the provisions of
this Act for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
Your Directors have prepared the attached statement of Accounts for the
year ended March 31, 2010 on a going concern basis.
DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri. S. P. S. Narula, Director
is liable to retire by rotation and being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting. Your Board
recommends his re-appointment.
AUDITORS:
M/s. K. S. SANGHVI & Co., Chartered Accountants, Auditors of the
Company retires at the ensuing Annual General meeting and are eligible
for re-appointment. The Company has received a certificate from the
Auditors to the effect that their appointment, if made, would be within
the prescribed limits under Section 224(1 B) of the Companies Act,
1956. The members are requested to appoint the Auditors and authorise
the Board to fix their remuneration.
FIXED DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits within the meaning of Section 58A of the Companies Act,
1956 and rules made thereunder.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a certificate from the
Auditors of the Company regarding compliance of the requirement of
Corporate Governance, as also a Management Discussion and Analysis
Report pursuant to Clause 49 of the Listing Agreement with the Stock
Exchange are annexed hereto.
PARTICULARS AS PER SECTION 217(2A) OF COMPANIES ACT, 1956:
During the year under review, none of the employees of the Company was
in receipt of remuneration aggregating Rs.24,00,000/- or more per
annum, if employed throughout the year, or Rs.2,00,000/- or more per
month, in case employed for part of the year. Hence, there are no
particulars to be annexed to this report as required under Section
217(2A) of the Companies Act, 1956 and the rules made thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGES AND
OUTGO:
Particulars as required under Section 217 (1) (e) of the Companies Act,
1956 read with the Companies (Disclosure of particulars in the Report
of the Board of Directors) Rules, 1988 are given in the Annexure to
this report.
ACKNOWLEDGMENTS:
Your Directors take this opportunity to place on record their
appreciation towards banker, clients and all the business associates
for their continuous support to the Company and to the Shareholders for
the confidence reposed in the Companys management. The Directors also
convey their appreciation to the employees at all levels for their
enormous personal efforts as well as collective contribution.
For and on behalf of the Board
Place: Mumbai Mohan Lai Arora
Dated: 23rd August 2010 Chairman and Managing Director
Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article