A Oneindia Venture

Directors Report of Sonal Adhesives Ltd.

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.

FINANCIAL RESULTS

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

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.

RESERVES

No amount has been proposed to carry to Reserves.

PRODUCTS & BUSINESS

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.

CODE OF CONDUCT

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 (“Listing Regulations”), 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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 (“the Act”) 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.

NUMBER OF MEETINGS OF THE BOARD

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.

VARIOUS COMMITTEES OF THE BOARD AND THEIR COMPOSITIONS

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

BOARD EVALUATION

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 (“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. 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

ANNUAL RETURN

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

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.

STATUORY AUDITORS

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.

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 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.

COST RECORDS

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.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans and guarantee or made any investments in other bodies corporate and persons during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

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/

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Venture and Associate Company.

The Company is Associate of Sonal Impex Limited.

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 II to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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.

CORPORATE GOVERNANCE

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.

MANAGEMENT DISCUSSIONS AND ANALYSIS

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.

VIGIL MECHANISM

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/

SECRETARIAL STANDARDS

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.

SEXUAL HARASSMENT

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.

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. 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.

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

Sd/- Sd/-

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.

FINANCIAL RESULTS

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.

RESERVES

No amount has been proposed to carry to Reserves.

PRODUCTS & BUSINESS

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.

CODE OF CONDUCT

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 (“Listing Regulations”), 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

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of the Companies Act, 2013 (“the Act”) 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.

VARIOUS COMMITTEES OF THE BOARD AND THEIR COMPOSITIONS

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.

BOARD EVALUATION

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 (“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. 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.

DIRECTORS'' RESPONSIBILITY STATEMENT

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.

ANNUAL RETURN

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/

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.

STATUORY AUDITORS

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.

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 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 SEBI’s 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.

COST RECORDS

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.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

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/

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company does not have any Subsidiary, Joint Venture and Associate Company.

The Company is Associate of Sonal Impex Limited.

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 II to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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.

CORPORATE GOVERNANCE

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.

MANAGEMENT DISCUSSIONS AND ANALYSIS

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 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.

VIGIL MECHANISM

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/

SECRETARIAL STANDARDS

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.

SEXUAL HARASSMENT

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.

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. 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

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

Sd/- Sd/-

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 26® 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,. H95®. 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, 196© 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

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