somi conveyor beltings ltd share price Directors report

Dear Members

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

FINANCIAL PERFORMANCE

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

(Rs. in Lakhs)

FINANCIAL RESULTS	2022-23	2021-22
Total Sales	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, Companys revenue from operation increased by 63.98% and it stood at Rs. 9369.57 Lakhs compared to Rs. 5713.85 Lakhs in the previous financial year. The Net Profit after Tax for the financial year amounted to Rs.346.81 Lakhs as against Rs.171.58 Lakhs in the previous year, resulting in increase in Profits of the Company by 102.13% which is just double of the previous year profits. The Board is confident of higher growth in the financial year 2023-24

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

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

DIVIDEND

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

STATE OF THE COMPANYS 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 Companys 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 Companys 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. 6^th August, 2022.

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

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

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

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

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 Companys 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 22^nd Annual General Meeting of the Company held on September 30, 2022.

STATUTORY AUDITORS

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

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

M/s. Singhvi & Mehta, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 2022-23. The notes on financial statements referred to in the 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 arms 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 Companys 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 companys 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 companys risk managements 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 businesss 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 Companys 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 organisations 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 Companys 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 companys 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 companys 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 companys 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 Companys 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 companys 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 Companys performance, management, and governance.

The shareholders, board, and executive management make up the three tiers of the companys 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 Companys 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 Companys 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 Companys 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 Companys organisational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilisation of the Companys 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 stakeholders—customers, 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