Dear Members
It is our pleasure to present to you the 23rd Annual Report
of your Company together with the Audited Financial Statements for the Financial Year
ended March 31,2023.
FINANCIAL PERFORMANCE
The financial performance of the Company for the Financial Year ended
March 31,2023 compared with previous Financial Year is summarised below:
(Rs. in Lakhs)
FINANCIAL RESULTS |
2022-23 |
2021-22 |
Total Sales |
9369.57 |
5713.85 |
Profit Before Interest, Depreciation and taxation |
727.21 |
584.51 |
Interest |
198.50 |
229.29 |
Depreciation |
101.25 |
97.99 |
Profit Before Tax |
427.46 |
257.23 |
Provision for Tax |
(67.98) |
(36.45) |
Prior Period Tax |
|
(19.29) |
Add/(Less) Deferred Tax |
(12.67) |
(29.91) |
Profit After Tax |
346.81 |
171.58 |
Other Comprehensive Income |
(11.21) |
- |
Total Comprehensive Income for the year |
335.60 |
171.58 |
The above mentioned financial performance highlights are an abstract of
the Financial Statements of your Company for the Financial Year 2022-23. The detailed
Financial Statements of your Company forms part of this Annual Report and are also
uploaded on website of your Company i.e.www.somiinvestor.com.
During the Financial Year under review, Company's revenue from
operation increased by 63.98% and it stood at Rs. 9369.57 Lakhs compared to Rs.
5713.85 Lakhs in the previous financial year. The Net Profit after Tax for the
financial year amounted to Rs.346.81 Lakhs as against Rs.171.58 Lakhs in the
previous year, resulting in increase in Profits of the Company by 102.13% which is just
double of the previous year profits. The Board is confident of higher growth in the
financial year 2023-24
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
The Company does not have any Subsidiary Company, Associate Company or
any other Joint Venture; therefore, it is not required to prepare Consolidated Financial
Statements.
DIVIDEND
In order to conserve the funds for the growth of the Company, the Board
of Directors do not recommended any dividend for the year ended 31st March,
2023.
STATE OF THE COMPANY'S AFFAIRS (MANAGEMENT DISCUSSION AND
ANALYSIS)
In terms of the provisions of Regulation 34(2) of the Listing
Regulations, the Management Discussion and Analysis Report of your Company's affairs for
the year under review is attached and forms an integral part of this Annual Report.
TRANSFER TO RESERVE
The provisions of the Companies Act, 2013 do not mandate any transfer
of profits to General Reserve. Hence, no transfer has been made to the General Reserve for
the year under review.
CREDIT RATING
CRISIL Rating Limited, has assigned following credit rating to the
Company in respect of long-term Bank facilities and short-term Bank facilities availed by
the Company:
Particulars |
Ratings Assigned |
Long Term Bank Facilities |
CRISIL BB+/Stable |
Short Term Bank Facilities |
CRISIL A4+ |
ANNUAL RETURN
Pursuant to Section 134 (3) (a) of the Act, the draft annual return for
Financial Year 2022-23 prepared in accordance with Section 92(3) of the Act is made
available on your website of the Company i.e. www.somiinvestor.com.
NUMBER OF MEETINGS OF THE BOARD
Your Company's Board of Directors met 9 (nine) times during the
financial year ended March 31, 2023 in accordance with the provisions of the Act and the
Rules made thereunder. The meetings were held on 02.05.2022, 30.05.2022, 06.08.2022,
12.08.2022, 03.09.2022, 08.11.2022, 27.12.2022, 14.02.2023 and 18.02.2023 of which proper
notices were given and the proceedings were properly recorded and signed in the Minutes
Book as required by the Articles of Association of the Company and the Act. Detailed
information is given in the Corporate Governance Report.
The intervening gap between two consecutive meetings was within the
period prescribed under the Companies Act, 2013 and the Listing Regulations.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority
The following Committees constituted by the Board function according to
their respective roles and defined scope:
Audit Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholders' Relationship Committee
Details of composition, terms of reference and number of meetings held
for respective committees are given in the Report on Corporate Governance, which forms a
part of this Annual Report. During the year under review, all recommendations made by the
various committees have been accepted by the Board.
DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
Changes in the composition of the Board of Directors and other Key
Managerial Personnel
During the financial year 2022-23, following changes took place in the
management of the Company:
* Mrs. Surbhi Rathi resigned from the post of Non-Executive Independent
Woman Director of the Company w.e.f. 6th August, 2022.
* Mrs. Payal Daga (DIN - 07134985) was appointed as Non-Executive
Non-Independent Woman Director on the Board of the Company liable to retire by rotation in
the 22nd Annual General Meeting held on September 30, 2022.
* Mr. Om Prakash Bhansali as Managing Director, Mr. Vimal Bhansali and
Mr. Gaurav Bhansali as Whole-Time Director were re-appointed for the period of 5 Years
w.e.f. September 01,2022 to August 31,2027 in the 22nd Annual General Meeting
of the Company held on September 30, 2022.
* Mr. Om Prakash Bhansali resigned from the post of Chairman of the
Company on 1st October,2022 and Mr. Mahendra Rakhecha was appointed as Chairman
of the Board.
* Mrs. Saraswati Choudhary (DIN - 09835573) was appointed as an
Additional Director designated as Independent Director of your Company with effect from
December 27, 2022. Further, as per the requirement of Regulation 17(1C) of the Listing
Regulations your Company on March 17, 2023 has obtained approval of the shareholders of
your Company in the Extra-Ordinary General Meeting for appointment of Mrs. Saraswati
Choudhary as an Independent Director of your Company for first consecutive term of 5 years
commencing from December 27, 2022 to December 26, 2027 (both days inclusive).
In accordance with the provisions of Section 152 of the Act, Mrs. Payal
Daga (DIN - 07134985), Non-Executive Non-Independent Woman Director of your Company
retires by rotation at the forthcoming Annual General Meeting and being eligible, offers
herself for re-appointment. Approval of the Members is being sought at the ensuing Annual
General Meeting for her re-appointment and the requisite details in this connection are
contained in the Notice convening the meeting.
The disclosures required pursuant to Regulation 36 of the SEBI Listing
Regulations, Clause 1.2.5 of the Secretarial Standard are given in the Notice of AGM,
forming part of the Annual Report.
Apart from the aforesaid changes, there was no change in Directors and
Key Managerial Personnel of your Company.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of the Familiarisation Programme for Independent Directors
with the Company in respect of their roles, rights, responsibilities in the Company,
nature of the industry in which Company operates, business model of the Company and
related matters are put up on the website of the Company at www.somiinvestor.com
PERFORMANCE EVALUATION
In accordance with the Act and Regulation 4(2)(f) of the Listing
Regulations, your Company has framed a Policy for Evaluation of Performance of Independent
Directors, Board, Committees and other Individual Directors which includes criteria for
performance evaluation of Non-Executive Directors and Executive Directors. A questionnaire
is formulated for evaluation of performance of the Board, its committees and individual
Directors, after taking into consideration several aspects such as board composition,
strategic orientation, board functioning and team dynamics.
An annual performance evaluation for the financial year 2022-23 was
carried out by the Board of Directors and the Nomination and Remuneration Committee at
their respective meetings held on March 30, 2023. The questionnaires were circulated to
the Board members and the Committee members of the Nomination and Remuneration Committee
at the time of performance evaluation conducted at their respective meetings. The
Directors and the Committee members then filled-up the questionnaire and rated the Board,
its Committees and individual Directors and duly filled questionnaires were handed over to
the Company Secretary.
Performance evaluation of Independent Directors was conducted by the
Board of Directors, excluding the Director being evaluated. The criteria for performance
evaluation of Independent Directors laid down by the Nomination and Remuneration Committee
include ethics and values, knowledge and proficiency, diligence, behavioral traits,
efforts for personal development and independence in decision making.
Similarly, performance evaluation of the Chairman and Non-Independent
Directors was carried out by the Independent Directors of your Company at its separate
meeting held on March 30, 2023. Your Directors also expressed their satisfaction with the
evaluation process.
TRAINING OF INDEPENDENT DIRECTORS
All Independent Directors are familiarized with your Company, their
roles, rights and responsibilities in your Company, nature of the industry in which your
Company operates, business model, strategy, operations and functions of your Company
through its Executive Directors and Senior Managerial Personnel. The details of programs
for familiarization of Independent Directors with your Company are available on the
website of your Company www.somiinvestor.com.
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to Section 134(3)(d) of the Act, your Company confirms having
received necessary declarations from all the Independent Directors under Section 149(7) of
the Act and Regulation 25(8) of the Listing Regulations declaring that they meet the
criteria of independence laid down under Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations. All the Independent Directors of your Company have complied
with the provisions of sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 by registering themselves under data bank of
Independent Director. Your Company has also formulated a Code of Conduct for Directors and
Senior Management Personnel and has obtained declarations from all the Directors to the
effect that they are in compliance with the Code.
MEETING OF INDEPENDENT DIRECTORS
Your Company's Independent Directors meet at least once in every
financial year without the presence of the Executive Directors or Management Personnel of
your Company and the Meeting is conducted informally. During the year under review, one
meeting of Independent Directors was held on March 30, 2023.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(5) of Companies Act, 2013,
the Board of Directors, to the best of their knowledge and ability hereby confirm:
a) that in the preparation of the annual accounts for the financial
year ended 31 March 2023, the applicable accounting standards have been followed and that
no material departures have been made from the same;
b) that they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as at 31 st March, 2023
and of the profit or loss of the Company for the year ended on that date;
c) that they have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
d) that they have prepared the annual accounts on a going concern
basis.
e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and operating properly;
and
f) that they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER
SECTION 178
Information regarding Directors' Remuneration Policy and criteria
for determining qualifications, positive attributes, independence of a director and other
matters provided under sub-section (3) of section 178 are provided in the Corporate
Governance Report.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) of the Company as per Section 2(51)
and 203 of the Companies Act, 2013 read with the companies (Appointment and Remuneration
of Managerial Personnel) Rules,2014 are as follows:
Mr. O.P. Bhansali, Managing Director Mr. Vimal Bhansali, Whole-time
Director Mr. Gaurav Bhansali, Whole-time Director Mr. Manish Bohra, Chief Financial
Officer Mr. Amit Baxi, Company Secretary
During the year, Mr. Om Prakash Bhansali as Managing Director, Mr.
Vimal Bhansali and Mr. Gaurav Bhansali as Whole-Time Director were re-appointed for the
period of 5 Years w.e.f. September 01,2022 to August 31, 2027 in the 22nd
Annual General Meeting of the Company held on September 30, 2022.
STATUTORY AUDITORS
At the 22nd Annual General Meeting held on September 30,
2022, M/s Singhvi & Mehta, Chartered Accountants (Firm Registration Number 002464W)
were reappointed as the Statutory Auditors of your Company for a second term of 5 years
commencing from conclusion of the 22nd Annual General Meeting till the conclusion of the
27th Annual General Meeting. Also, as per the Companies (Amendment) Act, 2017, provisions
of Section 139 of the Act have been amended, wherein, the requirement of ratification of
appointment of Statutory Auditors at every AGM has been done away with. Accordingly,
appointment of M/s Singhvi & Mehta, Chartered Accountants (Firm Registration Number
002464W) as Statutory Auditors of your
Company, will not be placed for ratification by the members in the
ensuing Annual General Meeting REPORT OF STATUTORY AUDITORS
M/s. Singhvi & Mehta, Chartered Accountants, have submitted their
Report on the Financial Statements of the Company for the FY 2022-23, which forms part of
the Annual Report 2022-23. The notes on financial statements referred to in the
Auditors' Report are self-explanatory and therefore, do not call for any further
explanations or comments.
The Auditors' Report does not contain any qualification(s),
reservation(s) or adverse remark(s).
SECRETARIAL AUDITOR
In terms of Section 204 of the Act, the Board of Directors of your
Company have appointed FCS Ira Baxi (FCS: 5456; CP: 4712), Practicing Company Secretary,
Jodhpur as the Secretarial Auditor of your Company to carry out Secretarial Audit for the
financial year 2023-24. Your Company has obtained Secretarial Audit Report for the
Financial Year 2022- 23 in the prescribed Form MR-3 from FCS Ira Baxi, Practicing Company
Secretary, which forms part of the Annual Report and is appended as "Annexure -
I" to this Report.
There are no qualifications, reservation or adverse remark or
disclaimer made by the Secretarial auditor in the report save and except disclaimer made
by them in discharge of their professional obligation.
In addition to the above Secretarial Audit and pursuant to the
requirements of Regulation 24A of the Listing Regulations FCS Ira Baxi, Practicing Company
Secretary, have also issued to your Company, Annual Secretarial Compliance Report for the
financial year 2022-23 confirming compliance of all laws, SEBI Regulations and circulars/
guidelines issued thereunder, applicable to your Company. The Annual Secretarial
Compliance Report dated May 17, 2023 issued by M/s. FCS Ira Baxi, Practicing Company
Secretary has been submitted to the stock exchanges within 60 days from the financial year
ended March 31,2023.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE
WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors and Secretarial Auditor of the Company have not
reported any frauds to the Audit Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013, including the rules made thereunder.
MAINTENANCE OF COST AUDIT RECORDS
The company has maintained cost records pursuant to the is applicable
to the Company as per the amended Companies (Cost Records and Audit) Rules, 2014,
prescribed by the Central Government under Section 148(1) of the Companies Act, 2013.
SHARE CAPITAL
During the year under review the issued, subscribed and paid up Equity
Share Capital of the Company was 11,779,656 equity shares of Rs.10/- each. There was no
change in the capital structure of the Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Information regarding loans, guarantees and investments covered under
the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial
Statements.
RELATED PARTY TRANSACTIONS
Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Act, in the prescribed Form AOC-2 is appended as "Annexure
- II" to this Report.
During the year under Review, your Company had entered into
contract(s)/ arrangement(s)/ transaction(s) with related parties which were in ordinary
course of business and on arm's length basis and none of which could be considered as
material in accordance with the policy of your Company on materiality of related party
transactions. Further, none of the contract(s)/ arrangement(s)/transaction(s) with related
parties required approval of members as the same were within the limits prescribed under
Section 188(1) of the Act and the Rules framed thereunder read with the provisions of
Regulation 23(4) of the Listing Regulations.
Suitable disclosures as required by the Indian Accounting Standards
have been made in the notes to the financial statements. The policy on related party
transactions as approved by the Board is uploaded on the Company's website
www.somiinvestor.com.
Pursuant to Schedule V (A)(2A) of SEBI (LODR)Regulations, 2015, details
of transactions that took place during the year with Related Parties are listed below:
Details of transactions with Related Parties for the period 01.04.2022
to 31.03.2023
Particulars |
Nature of Relationship |
Name of Related Party |
31.03.2023 |
Sale of Goods |
WHERE RKMP HAS INFLUENCE |
Oliver Rubber Ind. LLP. |
137.34 |
Purchase |
WHERE RKMP HAS INFLUENCE |
Oliver Rubber Ind. LLP. |
6.57 |
Managerial Remuneration |
KMP |
Om Prakash Bhansali |
32.40 |
|
|
Vimal Bhansali |
25.80 |
|
|
Gaurav Bhansali |
25.80 |
|
|
Manish Bohra |
16.07 |
|
|
Amit Baxi |
4.63 |
Managerial Remuneration |
RKMP |
Anita Bohra |
5.28 |
Interest Paid |
KMP |
Om Prakash Bhansali |
12.26 |
|
|
Vimal Bhansali |
7.48 |
Loan Received |
KMP |
Vimal Bhansali |
62.75 |
Loan Paid |
KMP |
Om Prakash Bhansali |
62.24 |
|
|
Vimal Bhansali |
60.00 |
|
|
Manish Bohra |
4.25 |
Out Standing Balances: |
|
|
|
Sale of Goods |
WHERE RKMP HAS INFLUENCE |
Oliver Rubber Ind. LLP. |
50.68 |
Loans Taken |
KMP |
Vimal Bhansali |
127.53 |
Managerial Remuneration |
KMP |
Vimal Bhansali |
5.41 |
|
|
Gaurav Bhansali |
1.50 |
|
|
Manish Bohra |
1.00 |
DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant material orders passed by the Regulators /
Courts / Tribunals which would impact the going concern status of the Company and its
future operations.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your Company during the
year under review.
RISK MANAGEMENT
The foundation of the company's operations revolve around risk
management, which includes ensuring that the company has the appropriate risk-return
trade-off in line with its risk appetite and working to maximise the profits associated
with that risk. The Company has put in place a clear structure for risk management. The
enterprise- wide risk management framework operates at a number of levels, and these
levels serve as the company's risk management's strategic defensive shield.
The Company has a solid organisational structure for managing and
reporting risks, and it proactively identifies, assesses, treats, monitors, and reports
risks as well as to create a risk-aware culture within the organisation. It also covers
areas exposed to risk, offers a structured process for managing risks, and takes into
account the risks that have an impact on the business's mid- to long-term objectives,
including reputational risks.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company is committed to highest standards of ethical, moral,
compliance and legal conduct of its business. In order to ensure that the activities of
the Company and its employees are conducted in a fair and transparent manner by adoption
of highest standard of responsibility, professionalism, honesty and integrity, the Company
has Whistle-Blower Policy in compliance with the provisions of Section 177 (9) and (10) of
the Companies Act, 2013 and Regulation 22 of SEBI(LODR)Regulations,2015.
The Company promotes ethical behavior in all its business activities
and in line with the best international governance practices. The Company is committed to
the high standards of Corporate Governance and stakeholder responsibility.
The Company has formulated a vigil mechanism through Whistle Blower
Policy to deal with instances of unethical behaviour, actual or suspected, fraud or
violation of Company's code of conduct or ethics policy. The details of the policy
are explained in the Corporate Governance Report and also posted on the website of the
Company.
DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the
Companies Act, 2013 and that such systems are adequate and operating effectively.
APPLICATION / PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 ("IBC")
During the year under review, no application was made under IBC by or
against your Company and no proceeding is pending under IBC.
DISCLOSURE ON ONE TIME SETTLEMENT
During the year under review, the Company has not entered into any one
time settlement with the Banks or Financial Institutions who have extended loan or credit
facilities to the Company.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The "Code of Fair Disclosure, Internal Procedures and
Conduct for Regulating, Monitoring and Reporting of Trading by Insiders" has been
adopted and has been disclosed on the website of the Company at www.somiinvestor.com.
All the Directors and the designated employees have confirmed
compliance with the Code.
INTERNAL FINANCIAL CONTROL
The Company has robust internal financial controls (IFC) systems, which
is in line with requirement of the Companies Act, 2013, which is intended to increase
transparency & accountability in an organisation's process of designing and
implementing a system of internal control. The Company has a clearly defined Governance,
Risk & Compliance Framework aligned with Policies, Standard Operating Procedures
(SOP), Financial & Operational Delegation of Authority (DOA).Our ERP system facilitate
mapping with role based authority to business & functional team to ensure smooth
conduct of their operations across the organisation. The internal control system ensures
compliance with all applicable laws and regulations.
The Company has well established Internal audit function. Risk based
audit are performed for all businesses, functions & locations (Plants, warehouse, Head
office).
The internal financial control process, supports orderly and efficient
conduct of its business including adherence to Company's policies, safeguarding of
its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records and timely preparation of reliable financial information.
TRANSFERS TO INVESTOR EDUCATION AND PROTECTION FUND Transfer of Equity
Shares:
Pursuant to the provisions of Section 124(6) of the Act and the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, all the equity shares of any Company in respect of which dividend amounts
have not been paid or claimed by the shareholders for seven consecutive years or more are
required to be transferred to demat account of the Investor Education and Protection Fund
Authority (IEPF Account).
Accordingly, the Company had sent individual notice to the members in
respect of which dividend amounts have not been paid or claimed by the shareholders for
seven consecutive years or more i.e. for the FY 2015-16 and 2017-18 and has also published
the notice in the leading English and Hindi newspapers. The details of the members are
available on website of your Company i.e. www.somiinvestor.com.
Transfer of Unpaid/Unclaimed Dividend:
Further, pursuant to the provisions of Section 124(5) of the Act, the
dividend which remained unclaimed/ unpaid for a period of seven years from the date of
transfer to unpaid dividend account is required to be transferred to the Investor
Education and Protection Fund (IEPF) established by the Central Government.
Your Company has uploaded the details of unclaimed/ unpaid dividend for
the financial year 2015-16 onwards on its website i.e. www.somiinvestor.com and on website
of the Ministry of Corporate Affairs i.e. www.mca.gov.in and the same gets revised/updated
from time to time pursuant to the provisions of IEPF (Uploading of Information Regarding
Unpaid and Unclaimed Amount Lying with Companies) Rules, 2012.
Further, the unpaid final dividend amount pertaining to the financial
year 2015-16 will be transferred to IEPF during the Financial Year 2023-24.
CORPORATE SOCIAL RESPONSIBILITY
The goal of the company's CSR programmes is to raise community
standards of living while generating long- term benefit for all stakeholders. The
corporate social responsibility policy of the company lays out instructions for how those
activities should be carried out. The Company implements its corporate social
responsibility programmes either independently or in partnership with qualified
implementing agencies registered with the Ministry of Corporate Affairs that work closely
with public systems and partners. The Company addresses societal challenges through
societal development programmes and maintains a focus on improving quality of life.
The company is committed to acting in the best interests of its
stakeholders and with a sense of purpose by engaging in socio-economic development, which
has always been integral to the company's strategic objectives. Through its Corporate
Social Responsibility, the company envisions an enlightened, equitable society in which
every individual realises her/his potential with dignity through creating transformative,
efficient and lasting solutions to their development challenges. Activities in the areas
of education, healthcare, communities, ecology, and the environment are all included in
the company's CSR and sustainability programmes and practises.
In pursuance of the Corporate Social Responsibility Policy and in line
with the requirement of the Companies Act, 2013, every company has to spend 2% of the
average net profits of the Company for the preceding three years towards the Corporate
Social Responsibility activities as stated in the Companies Act, 2013. In view of the net
profit before tax for the last 3 years remains less than 5 crore based on the computation
as per Section 135 of the Companies Act, 2013, there is no obligation or requirement for
the Company to make a CSR contribution for the financial year 2022- 2023. The Corporate
Social Responsibility policy is available on the Company's website at
www.somiinvestor.com. The Annual Report on the CSR activities in the format prescribed
under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is set
out in Annexure-III to this Report.
CORPORATE GOVERNANCE
The governance structure of the company is centered on principles of
openness, honesty, professionalism, and accountability, all of which contribute to the
efficient and transparent execution of the company's strategy and the creation of
long-term value for its stakeholders, including its shareholders, partners in business,
and employees.
Additionally, the Company makes sure that it continuously improves and
strictly abides by governance best practises, not only to increase long-term shareholder
value but also to protect the rights of the minority. The Company believes that it is its
fundamental duty to provide accurate and timely information on the Company's performance,
management, and governance.
The shareholders, board, and executive management make up the three
tiers of the company's governance structure. It not only promotes enhanced corporate
autonomy, performance management, and the growth of business leaders, but also provides
higher management accountability and credibility.
0A separate report on Corporate Governance Compliance as stipulated in
regulations 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation 46 and
paragraph C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is included and forms part of the Annual Report along with
the requisite Certificate regarding compliance of the conditions of Corporate Governance
as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The matters pertaining to industry structure and developments,
opportunities and threats, segment- wise/team-wise performance, outlook, risks and
concerns, internal control systems and adequacy, discussion on financial and operational
performance are detailed in the Report. The Management Discussion and Analysis report for
the year under review and as stipulated under Regulation 34(2)(e) of SEBI (Listing
Obligation and Disclosure Requirements) Regulations, 2015 is presented in a separate
section, forming part of the Annual Report.
SHARE REGISTRY ACTIVITIES
All work related to share registry is handled by Universal Capital
Securities Pvt Ltd, a Registrar and Share Transfer Agent registered with SEBI.
LISTING WITH STOCK EXCHANGE
Equity shares of your company continue to remain listed with National
Stock Exchange of India Limited and BSE Limited. There are no arrears in payment of
listing fees and the stipulated listing fee for financial year 2022- 23 has been paid.
DEMATERIALIZATION OF SHARES
The shares of your company are traded in dematerialized form either
with the National Securities Depository Limited (NSDL) or the Central Depository Services
(India) Limited (CDSL).
INSURANCE
Assets of your Company remain adequately insured against various
perils.
HEALTH, SAFETY AND ENVIRONMENT
As a firm commitment to Health, Safety and Environment(HSE), the year
saw multiple initiatives to implement and review the HSE plans. The Company continued to
build on its health, safety and environment(HSE) culture through strategic involvements
and initiatives across its value chain. It has an integrated business approach to drive
HSE synchronisation across business aspects.
The goal of Hazard identification is to find and record all possible
hazards that may be present at workplace and ensuring mitigation or bringing the risk to
as low as reasonably possible or acceptable for all routine processes. For non-routine
processes, we have Permit to Work system which ensures that adequate measures are taken
before initiating any non-routine activity tasks.
Hazard Identification and Risk Assessment (HIRA) registers.
Procedure for non-conformity and incident investigation.
On-Site Emergency Plans.
Procedure for communication, participation, and consultation.
Procedure for monitoring and performance management.
Procedure for operational control.
Procedure for Permit to Work.
In pursuance to HSE Policy your Company's management has devoted
all their efforts to protect and maintain safety environment in the Company. The Company
has taken all possible measures to segregate hazardous and non-hazardous substances.
Health, Safety and Environment involves proactive approach to create safe working
environment, continuous safety education and training, periodic review of programs and
evaluation of incidents.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION
OF THE COMPANY FROM FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT
No material changes and commitments affecting the financial position of
your Company have occurred between the end of the financial year of the Company to which
the financial statements relate and on the date of this report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 of the Act and the Rules
made there-under, in respect of employees of the Company, is as follows:-
(a) the ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year;
Non-Executive Directors |
Ratio to Median Remuneration |
Mr. Mahendra Rakhecha |
NIL |
Mr. Yogesh Maheshwari |
NIL |
Ms. Surbhi Rathi |
NIL |
Ms. Payal Daga |
NIL |
Mr. Santosh Kumar Joshi |
NIL |
Ms. Saraswati Choudhary |
NIL |
Executive Directors |
|
Mr. Om Prakash Bhansali |
10.03:1 |
Mr. Vimal Bhansali |
7.99:1 |
Mr. Gaurav Bhansali |
7.99:1 |
(b) the percentage increase in remuneration of each Director, Chief
Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the
financial year;
Name of Person |
% Increase in remuneration |
Mr. Mahendra Rakhecha |
NIL |
Mr. Yogesh Maheshwari |
NIL |
Ms. Surbhi Rathi |
NIL |
Ms. Payal Daga |
NIL |
Mr. Santosh Kumar Joshi |
NIL |
Ms. Saraswati Choudhary |
NIL |
Mr. Om Prakash Bhansali, MD & CEO |
NIL |
Mr. Vimal Bhansali |
NIL |
Mr. Gaurav Bhansali |
NIL |
Mr. Manish Bohra, Chief Financial Officer |
8.75% |
Mr. Amit Baxi, Company Secretary |
5.50% |
(c) the percentage increase in the median remuneration of employees in
the financial year: 6.05%
(d) the number of permanent employees on the rolls of company: 106
(e) the explanation on the relationship between average increase in
remuneration and company performance;
There is no direct relation between the average remuneration of the
employees vis-a-vis Company Performance
(f) comparison of the remuneration of the Key Managerial Personnel
against the performance of the company;
Particulars |
Rs.(in lakhs) |
Remuneration of Key Managerial Personnel (KMP) during
financial year 2022-23 (aggregated) |
104.71 |
Revenue from operations |
9369.57 |
Remuneration (as % of revenue) |
1.12% |
Profit before tax (PBT) |
427.46 |
Remuneration (as % of PBT) |
24.50% |
(g) variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and previous financial
year and percentage increase over decrease in the market quotations of the shares of the
Company in comparison to the rate at which the Company came out with the last public offer
in case of listed companies, and in case of unlisted companies, the variations in the net
worth of the Company as at the close of the current financial year and previous financial
year;
Particulars |
Unit |
As at 31st Mar 23 |
As at 31st Mar 22 |
Variation |
Closing rate of share at BSE |
Rs. |
36.10 |
33.15 |
2.95 |
Closing rate of share at NSE |
Rs. |
36.00 |
33.20 |
2.80 |
EPS (Consolidated) |
Rs. |
2.94 |
1.46 |
1.48 |
Market Capitalization (BSE) |
Rs.(in lakhs) |
4252.46 |
3904.96 |
347.50 |
Market Capitalization (NSE) |
Rs.(in lakhs) |
4240.68 |
3910.85 |
329.83 |
Price Earning Ratio (BSE) |
Ratio |
12.28 |
22.71 |
(10.43) |
Price Earning Ratio (NSE) |
Ratio |
12.24 |
22.74 |
(10.50) |
Figures in brackets represent negative percentage.
(h) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration
Average percentile Increase in the salaries of employees other than the
managerial personnel is 5.66% which is lower than the percentile increase in the
remuneration of managerial personnel.
(i) Comparison of each remuneration of the Key Managerial Personnel
against the performance of the Company
Particulars |
Om Prakash Bhansali Managing
Director |
Vimal Bhansali Whole-Time
Director |
Gaurav Bhansali Whole-Time
Director |
Chief Financial Officer |
Company Secretary |
|
Rs.(in lakhs) |
Rs.(in lakhs) |
Rs.(in lakhs) |
Rs.(in lakhs) |
Rs.(in lakhs) |
Remuneration |
32.40 |
25.80 |
25.80 |
16.08 |
4.64 |
Revenue |
9369.57 |
9369.57 |
9369.57 |
9369.57 |
9369.57 |
Remuneration (as % of revenue) |
0.35% |
0.28% |
0.28% |
0.17% |
0.05% |
Profits before tax (PBT) |
427.46 |
427.46 |
427.46 |
427.46 |
427.46 |
Remuneration (as % of PBT) |
7.58% |
6.04% |
6.04% |
3.76% |
1.09% |
(j) the key parameters for any variable component of remuneration
availed by the directors;
No variable remuneration is provided to the executive directors.
(k) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in excess of the highest
paid director during the year: NIL
(l) affirmation that the remuneration is as per the remuneration policy
of the Company
The Company's remuneration policy is driven by the success and
performance of the individual employees of the Company. Through its compensation package,
the Company endeavors to attract, retain, develop and motivate a high performance staff.
The Company follows a compensation mix of fixed pay, benefits and performance based
variable pay. Individual performance pay is determined by business performance and the
performance of the individuals is measured through the annual appraisal process. The
Company affirms remuneration is as per the remuneration policy of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company expects all its employees to act in accordance with the
highest professional and ethical standards upholding the principles of integrity and
compliance at all times. In this regard, expectations around compliance are communicated
to the employees through multiple channels. The Company as an equal opportunity employer
seeks to ensure that the workplace is free of any kind of harassment or inappropriate
behaviour. Comprehensive policies and procedures have been laid down, to create an
environment where there is respect and dignity in every engagement. The Company has
adopted zero tolerance for sexual harassment at the workplace. This is imbibed in the
Company's culture.
The Company has formulated a policy on prevention, prohibition and
redressal of sexual harassment at the workplace in line with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and
the rules thereunder. The required awareness is created by communicating the essence of
the policy to all employees at regular intervals through assimilation and awareness
programs.
The Company has constituted an Internal Committee (IC) under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The
Internal Committee is headed by an Independent person.
The following are the summary of the complaints received and disposed
off during FY 2022-23:
Particulars |
Details |
No of Complaints of sexual harassment received in the year |
NIL |
No of Complaints disposed off during the year |
Not Applicable |
No of cases pending for more than ninety days |
Not Applicable |
RESEARCH AND DEVELOPMENT
Research and development are continual operations that play a vital
role in supplying inputs for creating new products, coming up with energy-saving
solutions, improving production processes, and improving product quality.
We have achieved remarkable success in this cutthroat business thanks
in large part to innovation. In order to stay current with changing technology and produce
new goods, our research and development section is constantly doing thorough research.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo, are as follows:
(A) CONSERVATION OF ENERGY
a. Energy Conservation Measures taken
Continuous and substantial efforts were made to ensure optimum
consumption of fuel and electricity at all the plants of the company. These efforts
resulted in general improvement in the energy consumption of the business.
b. Capital Investment on energy conservation equipments
NIL
FORM A
I. Disclosure of Particulars with respect to Conservation of Energy
Power & Fuel Consumption |
Unit of Measurement |
Current Year (2022-23) |
Previous Year (2021-22) |
1. Electricity |
KWH/MWH |
|
|
a) Purchased |
|
|
|
Unit |
|
20,33,960.00 |
18,02,760.00 |
Total Amount |
|
1,96,98,002.00 |
1,78,63,798.00 |
Rate/ Unit |
|
9.68 |
9.91 |
b) Own Generation |
NIL |
NIL |
NIL |
2. Coal |
NIL |
NIL |
NIL |
3. Furnace oil |
NIL |
NIL |
NIL |
4. Others / internal generation |
NIL |
NIL |
NIL |
II. Consumption per unit of Production - unit (KMH/MT)
S. No. Product |
Standard Budget Norms (2022-23) (Rs) |
Current Year (2022-23) (Rs) |
Previous Year (2021-22) (Rs) |
1 Conveyor Belt |
125.00 |
121.33 |
106.00 |
(B) TECHNOLOGY ABSORPTION
FORM B
Disclosure of Particulars with respect to Technology Absorption
TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION
Your company continues to upgrade its technology to ensure that it
remains a frontrunner in its field of operations.
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
(Rs. In Lakhs)
FOREIGN EXCHANGE |
2022-23 |
2021-22 |
Foreign Exchange Earnings |
- |
132.82 |
Foreign Exchange Outgo |
366.29 |
977.14 |
ACKNOWLEDGEMENT
Your Company's organisational culture upholds professionalism,
integrity and continuous improvement across all functions, as well as efficient
utilisation of the Company's resources for sustainable and profitable growth.
Your Directors would like to express their appreciation to the Central
and State Government for their continued support to the company through aid, cooperation,
and encouragement. We also express our gratitude to all of our
stakeholderscustomers, business partners, members, bankers, and others for
their ongoing support throughout the year. We would want to express our gratitude for the
contributions all of your employees have made to the development of your business.
|
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF |
|
SOMI CONVEYOR BELTINGS LIMITED |
|
O P BHANSALI GAURAV BHANSALI |
Place: Jodhpur |
(Managing Director) (Whole time Director) |
DATE: 4THSeptember, 2023 |
DIN: 00351846 DIN: 00351860 |
|