Soma Papers & Industries Ltd Directors Report

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Jul 25, 2024|12:52:00 PM

Soma Papers & Industries Ltd Share Price directors Report

Your Directors have great pleasure in presenting the Thirty First (31st) Annual Report along with the Audited Statement of Accounts for the year ended 31st March, 2022.

1. FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

Particulars Year ended 31st March 2022 Year ended 31st March 2021
Revenue from Operations - -
Other Income 5,95,759 80,92,530
Total Revenue 5,95,759 80,92,530
Less: Total Expenses 9,80,949 27,53,402
Profit/Loss before Tax (3,85,190) 53,39,128
Less: Tax Expenses -
Current Tax 69,000
Earlier Years Tax 5,900 -
Deferred Tax -
Profit/Loss after Tax (3,91,090) 52,70,128

2. OPERATIONAL REVIEW:

The company had stopped its manufacturing activity w.e.f. 4th August, 2004, as the same had become totally unviable. As the company has not carried out any business activity during the year, your Company has earned income through other sources of Rs. 5,95,759/ - during the year as compared to Rs. 80,92,530/- earned in the previous year. The company has incurred Loss after Tax of Rs. 3,91,090/- as compared to Profit after Tax of Rs. 52,70,128/- in the immediately preceding financial year.

3. DIVIDEND:

No Dividend was declared for the current financial year 2021-2022 by the Company due to inadequate profits.

4. TRANSFER TO RESERVES:

There was no amount transferred to reserves during the year.

5. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2022 was Rs.1,40,21,500/- divided into 14,02,150 Equity Shares, having face value of Rs. 10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options neither any sweat equity.

6. CHANGES IN NATURE OF BUSINESS:

No significant changes had been made in the nature of the business of the Company during the financial year.

7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Subsidiaries, Joint Venture or Associate Company during the period of reporting.

8. PUBLIC DEPOSITS:

Your Company has not accepted any Deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

9. PARTICULARS OF LOANS, GUARANTEES/SECURITIES OR INVESTMENTS:

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

10. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company for the financial year ended 31st March, 2022.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant or material orders passed by the regulators or courts impacting the going concern status of the company and its future operations.

12. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March, 2022 can be accessed on the Companys website at https:/ /www.somapapers.in/

13. BOARD OF DIRECTORS:

Your Company has Five (5) Directors of which Two (2) are Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bharat Somani (DIN: 00286793) retires by rotation and being eligible offers himself for re-appointment.

Further, none of the Directors are disqualified for holding office as such and the Directors have carried out proper KYC process as prescribed by Rule 12A of the Companies (Appointment and Qualifications of Directors) Rules, 2014 as a result Director Identification Numbers (DIN) of all the Directors are Active.

KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company as on 31st March, 2022:

Sr. No. Name Designation
1. Bharat Somani Managing Director
2. Vikram Somani Chief Financial Officer
3. Gourav Gupta* Company Secretary

Mr. Ajay Kumar Kabra resigned from the office of Company Secretary & Compliance Officer of the Company w.e.f. 29th November, 2021 due to personal reasons.

In order to fill the vacancy created by resignation of Mr. Ajay Kumar Kabra, the company has appointed Mr. Gourav Gupta as the Company Secretary and Compliance Officer of the Company w.e.f. 30th November, 2021, pursuant to the provisions of Section 203 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have submitted the declaration of Independence, as required pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of Independence provided under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, the Independent Directors, fulfil the conditions of independence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors regarding their Integrity, Expertise and Experience.

15. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

a. in the preparation of the Annual Accounts for the financial year ended 31st March 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b. the Directors had 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 loss of the company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. if the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations, 2015. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards fun ctioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole was carried out by the Independent Directors in their meeting held on 14th February, 2022.

Similarly, the performance of various committees, individual Independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.

17. MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY:

During the year under review, 6(Six) Board Meetings were convened and held on 15th April, 2021, 17th June, 2021, 13th August, 2021, 1st November, 2021, 29th November, 2021, and 14th February, 2022. The details of the meetings are as follows:

Director Category of Directorship Meetings
Held Attended
Saraswati Somani Non-Executive - Non-Independent Director 6 6
Bharat Somani Managing Director 6 6
Vikram Somani Executive Director 6 6
Ashish Gupta Non-Executive - Independent Director 6 6
Dharmesh S. Shah Non-Executive - Independent Director 6 6

18. AUDIT COMMITTEE:

In accordance with the provisions contained in Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in consonance with the provisions of Section 177 of the Companies Act, 2013, the Board of Directors had constituted an Audit Committee comprising of 3 Directors. The broad terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and the Listing Regulations.

The Committee acts as a link between the Management, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of Directors before it is adopted by the Board, internal control system, audit methodology and process, major accounting policies and practices and compliance with accounting standards. Committee also reviews the legal compliance reporting system.

The particulars of the Members of the Audit Committee and their attendance at the Meetings are as under:

Director, Designation Category of Directorship Meetings
Held Attended
Ashish Gupta, Chairman Non-Executive - Independent Director 4 4
Vikram Somani, Member Executive - Non Independent Director 4 4
*Dharmesh Shah, Member Non-Executive - Independent Director 4 4

The Audit Committee meetings were held on 17th June, 2021, 13th August, 2021, 1st November, 2021 and 14th February, 2022 and all the members of the Audit Committee were present.

19. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company had constituted a Nomination and Remuneration Committee in order to align it with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board of Directors has also framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria determining qualifications, positive attributes, independence of a director and other matters pursuant to the provisions of sub-section (3) of Section 178 of the Companies Act, 2013.

The particulars of the Members of the Nomination and Remuneration Committee and their attendance at the Meeting are as under:

Director, Designation Category of Directorship Meetings
Held Attended
Ashish Gupta, Chairman Non-Executive - Independent Director 2 2
Dharmesh Shah, Member Non-Executive - Independent Director 2 2
Saraswati Somani, Member Non-Executive - Non Independent Director 2 2

The Nomination and Remuneration Committee meeting was held on 29th November, 2021 and 14th February, 2022 and all the members of the Committee were present in the meeting.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of the Company had constituted Stakeholders Relationship Committee in order to align it with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee had been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning dematerialization, etc.

The particulars of the Members of the Stakeholders Relationship Committee and their attendance at the Meetings are as under:

Director, Designation Category of Directorship Meetings
Held Attended
Ashish Gupta, Chairman Non-Executive - Independent Director 4 4
Dharmesh Shah, Member Non-Executive - Independent Director 4 4
Saraswati Somani, Member Non-Executive - Non Independent Director 4 4

The Stakeholders Relationship Committee Meetings were held on 17th June, 2021, 13th August, 2021, 1st November, 2021 and 14th February, 2022 and all the members of the Committee were present.

The details of the Complaints received during the year under review are as follows:

Nature of Complaints Received Pending Disposed
Non receipt of Annual Report - - -
Non Receipt of Share Certificates after transfer
Non Receipt of Demat Rejected S/ Cs - - -
Others - - -

There were no complaints pending for action as on 31st March, 2022.

21. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, pursuant to Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Independent Directors of the Company met on 14th February, 2022 inter-alia to discuss:

1. Evaluation of performance of Non-Independent Directors and Board of Directors of the Company as a whole;

2. Evaluation of performance of the Chairman of the Company, taking into account the views of Non-Executive Directors;

3. Assess the quality, quantity and timeliness of flow of information between the management of the listed company and the Board of Directors that is necessary for the Board of Directors to effectively and reasonably perform their duties.

22. RISK MANAGEMENT COMMITTEE:

As per Regulation 21 of the SEBI (Listing Regulations and Disclosure Requirements) Regulation, 2015 is applicable only to top 500 listed entities; hence the company is not required to constitute a Risk Management Committee.

23. REMUNERATION AND SITTING FEES:

The details of Remuneration and Sitting Fees paid are as follows:

Director Category of Directorship Remuneration Sitting Fees
Saraswati Somani Non-Executive - Non Independent Director Nil Nil
Bharat Somani Managing Director Nil Nil
Vikram Somani Executive Director Nil Nil
Ashish Gupta Non-Executive - Independent Director Nil Nil
Dharmesh S. Shah Non-Executive - Independent Director Nil Nil

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed a Vigil Mechanism/Whistle Blower Policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle Blower Policy has been posted on the website of the Company.

25. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the company pursuant to the provisions of Section 188 of the Companies Act, 2013 and the rules made thereunder were in the ordinary course of business and at arms length basis. Further, there are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

26. DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE737E01011.

Therefore, Shareholders are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

27. CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

28. STATUTORY AUDITORS:

M/s. GMJ & Co, Chartered Accountants, (Firm Registration No. 103429W) who are the Statutory Auditors of the Company, holds office up to the conclusion of the Annual General Meeting in the financial year 2023-2024 as per the resolution passed in the Annual General Meeting held on 29th September, 2018.

29. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made there under, the company has appointed M/s. GMJ & Associates, Practicing Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure A and forms an integral part to this report.

30. AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:

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

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

1. Non-compliance of Secretarial Standards 1 - Board Meeting and Secretarial Standards 2 - General Meeting issued by The Institute of Company Secretaries of India;

2. Absence of information of borrowings in its Financial Statements as on 31st March, 2022; and

3. The Company has not complied with Regulation 47 pertaining to publishing of notice of the board meeting where financial results shall be discussed; financial results; notices given to shareholders by advertisement.

DIRECTORS CLARIFICATION:

With regards to absence of information of borrowings in its Financial Statements as on 31st March, 2022, the directors are constantly following up with banks for the purpose. They hope to complete the task of charge satisfaction during the current financial year.

With regards to the other observations in the report, the Company is under the process of complying with the same and would ensure in future that all the provisions are complied.

31. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

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

Based on the internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

32. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The provisions of Corporate Governance are not applicable to the Company and Management Discussion & Analysis Report is attached as Annexure B and forms an integral part to this report.

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

Information under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014:

A. Conservation of Energy Not Applicable
B. Technology Absorption Not Applicable
C. Foreign Exchange Earnings & Outgo
Foreign Exchange Earned Nil
Foreign Exchange Outgo Nil

34. SEXUAL HARASSMENT:

The Company had constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under. During the year under review, no complaints were reported.

35. SECRETARIAL STANDARDS:

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

36. SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

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

37. PARTICULARS OF EMPLOYEES:

The requisite details in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C and forms an integral part of this report.

38. LISTING:

The Companys Equity Shares are listed on BSE Limited. However, trading in shares of the company has been suspended due to penal reasons.

39. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The company has in place adequate, internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The company has adopted accounting policies, which are in line with the accounting standards and the Companies Act, 2013.

40. REPORTING OF FRAUDS:

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act & Rules framed thereunder either to the Company or to the Central Government.

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

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

42. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

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

43. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2022, the Board had 5 (Five) Director, 2 (Two) Executive Directors and 2 (Two) Independent Directors and 1 (One) of the Non-Executive, Non-Independent Director on the Board is a Women. The policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under subsection (3) of Section 178 of the Companies Act, 2013, is available on our website.

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

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

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

There was no one time settlement of loans from banks and financial institutions during the year under review.

46. APPRECIATION:

Your Directors would like to express their sincere appreciation to the companys Shareholders, Vendors and Stakeholders including Banks, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

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