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Sonam Ltd Directors Report

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Jul 18, 2024|12:00:00 AM

Sonam Ltd Share Price directors Report

REPORT To,

The Members,

SONAM CLOCK LIMITED

With an immense pleasure, the Board of Directors of your Company "SONAM CLOCK LIMITED" are delighted to present the 22nd Annual Report on business and operations of the Company together with the Audited Standalone Financial Statements for the Financial Year ended 31st March, 2023.

FINANCIAL PERFORMANCE FOR THE FINANCIAL YEAR 2022-23:

The summarized comparison of Audited Standalone Financial Performance of the Company for the Financial Year 2022-2023 and the Financial Year 2021-2022 is given below:

(Rs. In Lakhs)

Particulars

Standalone

Financial Year Financial Year
2022-23 2021-22
(FY 2023) (FY 2022)
Revenue from Operations 8260.73 8741.25
Other Income 64.22 52.00
Total revenue 8324.95 8793.25
Operating Profit (Before Finance Cost, Depreciation & Amortisation and Exceptional items and Tax Expense) 950.23 875.36
Less: Finance Cost 247.86 228.44
Profit before Depreciation & Amortisation and Exceptional items and Tax Expense 702.37 646.92
Less: Depreciation & Amortisation 214.13 228.20
Profit before Exceptional and Extraordinary item and Tax 488.24 418.72
Less: Exceptional items (Impairment Loss) 0.00 0.00
Profit before Tax 488.24 418.72
Less: Net Current Tax Expense pertaining to current year 102.11 91.27
Less/(Add): Tax Adjustments of earlier year (0.31) (0.74)
Less/(Add): Deferred Tax (13.72) (11.49)
Profit after Tax 400.16 339.68
Other Comprehensive income/(loss) Net of tax -- --
Total Comprehensive income/(loss) Net of tax 400.16 339.68
Earnings per share for continuing operation
Basic 2.00 1.70
Diluted 2.00 1.70

DIVIDEND:

In order to conserve the reserve, your directors do not recommend any dividend for the financial year ended, 31st March, 2023.

UNPAID DIVIDEND:

The Total unpaid amount of dividend is Rs. 16,550 including Rs.6000 Interim dividend. The details of unclaimed dividend available on the website of the company at www.sonamquartz.com.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Sections 123 and 125 of Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (the Rules); the relevant amounts which have remained unclaimed and unpaid for a period of seven (7) years from the date they became due for payment has to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund.

TRANSFER TO RESERVE& SURPLUS:

The standalone net profit of the company for F.Y. 2022-23 is Rs. 400.16 Lakhs. The profit of F.Y. 2022-23 has been transferred to the Surplus accounts.

COMPANYS PERFORMANCE AND STATE OF AFFAIRS:

On a standalone basis, the revenue from operations for FY 2022-23 was Rs. 8260.73 Lakhs over the previous years revenue from operations of Rs.8741.25 Lakhs. Net Profit after tax for FY 2022-23 was Rs. 400.16 Lakhs against the previous years Net Profit after tax of Rs. 339.68 Lakhs.

On standalone basis Earnings per Share for FY 2022-23 was Rs. 2.00 against the previous years Earnings per Share of Rs. 1.70.

The Company definitely provide better results to the shareholders in upcoming year via better performance.

BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The Annual Standalone Audited Financial Statements for the Financial Year 2022-2023, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the Act") and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the "Listing Regulations").

In accordance with the provisions of Section 136(1) of the Act, the Company has placed on its website www.sonamquartz.com the below:

• Annual Report of the Company including Standalone Financial Statements for the Financial Year 2022-2023

These documents will also be available for inspection during working hours at the Registered Office of the Company at Lajai, Morbi, Gujarat. Any member interested in obtaining such documents may write to the Company Secretary and the same shall be furnished on request.

CODES OF CONDUCT:

The Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" (hereinafter known as "Codes of Conduct") for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnels of the Company which includes Promoters, Promoter Group, KMPs, Directors, Heads and such other employees of the Company and others as may be approved by the Board of Directors from time to time based on the fact of who are expected to have access to unpublished price sensitive information. The Codes of Conduct of the Company lays down guidelines advising the Designated Personnels on procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them of consequences of violations Further, the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Codes of Conduct for the Financial Year 2022-23 has been received by the Company from the Managing Director and is duly annexed to the Corporate Governance Report, which forms part of this Annual Report. The Codes of Conduct are placed on the website of the Company www.sonamquartz.com.

QUALITY INITIATIVE:

The Company continues to sustain its commitment to the highest levels of quality, superior product management and mature business continuity management. Our customer-centricity, process rigor and focus on delivery excellence have resulted in consistent improvements in customer satisfaction levels.

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 between the end of the financial year of the Company to which the financial statements relate and the date of this report.

SHARE CAPITAL:

During the period under review, there has been change in the authorised share capital and paid- up share capital of the Company which stands at Rs. 21,00,00,000/- (Rupees Twenty-One Crores) divided into 2,10,00,000 (Two Crore ten lakhs only) equity shares of Rs. 10/- each and Rs. 20,01,60,000 /- (Rupees Twenty Crore one lakhs sixty thousand only) divided into 2,00,16,000 (Two Crore sixteen thousand) equity shares of Rs. 10/- each respectively.

The authorised share capital is increased from Rs. 11,00,00,000 to Rs. 21,00,00,000 by passing resolution at Annual general meeting of members held on 6th July,2022.

The paid share capital is increased from Rs. 10,00,80,000 to Rs. 20,01,60,000 by allotment of 1:1 bonus shares on 18th July,2022.

LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed with NSE Platform and in dematerialized form. The ISIN No. of the Company is INE00LM01011.

MIGRATION FROM NSE SME EXCHANGE TO MAIN BOARD:

The Company obtained shareholders approval for migration of SME exchange to main board on 30th December,2021 through postal ballot. The Company migrated from NSE Emerge to main board of NSE w.e.f. 7th April, 2022.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Equity Shares are listed at National Stock Exchange India Limited. The Annual Listing fees for the year 2023-24 has been paid.

DEPOSITS FROM PUBLIC:

The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 during the year under review. The company had accepted unsecured loans from its directors at the end of year under report, outstanding unsecured loans of Rs. 35.19 Lakhs. The Company had obtained required declaration as referred to in proviso to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not given any loans, guarantees or made investment covered under the provisions of section 186 of the Companies Act, 2013 during the year 2022-23.

CHANGE IN THE NATURE OF BUSINESS:

There is no Change in the nature of the business of the Company done during the year. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation.

M/s. D. V. Bakrania & Associates (FRN:127116W) is the internal auditor of the Company for the F.Y. 2022-23 who conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is processed to design to review the adequacy of internal control checks in the system and covers all significant areas of the Companys operations. The Audit Committee reviews the effectiveness of the Companys internal control system.

DETAILS OF HOLDING, SUBSIDIARY AND ASSOCIATES:

The Company does not have any holding, subsidiary and associate Company during the period of Reporting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of 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 under:

Sr.

No.

Particulars

Comments

(A) Conservation of energy
(i)

The steps taken or impact on conservation of energy;

Energy conservation is very important for the company and therefore, energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort to ensure the optimal use of energy, avoid waste and conserve energy by using energy efficient equipments with latest technologies. Impact on conservation of energy was that the electricity load expenses reduced.

Particulars

F.Y. 2022-23

Consumption of Diesel/ Gas

3.95 Lakhs

Consumption of Electricity

82.39 Lakhs

(ii) The steps taken by the Company for utilizing alternate sources of energy;

Nil

(iii) The capital investment on energy conservation equipment

Nil

(B) Technology absorption
(i)

The efforts made towards technology absorption

Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive, we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale. Innovation and focus of continuously launching a new offering drive differentiation and creating value has become a norm for the Industry, Thus a robust focus on developing new

features and technology solutions to capture the consumers imagination and fuel the desire for enhanced experiences continues to be critical for Organizations.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution;

Nil

(iii) In case of imported technology (import during the last three years reckoned from the beginning of the financial year:
(a) the details of technology imported

Nil

(b) the year of import

N.A.

(c) whether the technology been fully absorbed

N.A.

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and

N.A.

(iv) The expenditure incurred on Research and Development

Nil

(C) Foreign exchange earnings and Outgo

Inflow (Rs. in Lakhs)

Out Flow (Rs. in Lakhs)
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

1933.87

INDUSTRIAL RELATION:

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per Provisions of Section 152 of the Companies Act, 2013 Mr. Harshil Jayeshbhai Shah is liable to retire by rotation and is eligible for re-appointment.

At the core of corporate governance practices is the Board of Directors who oversees how the management serves and protects the long-term interests of all the stakeholders of the company. The Board of Directors of your Company are fully committed to steer the organization for longterm success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of sustainable growth and development.

The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.

During the year under review, following changes took place in the Board Structure of the Company:

(a) On recommendations of Nomination and Remuneration committee and further approval of Board of Directors at their meeting held on 9th June,2022, the shareholders of the Company has considered and approved the re-appointment of Mr. Jayesh Chhabildas Shah (DIN: 00500814) as the Managing Director of the Company for another term of 5 (Five) years i.e. w.e.f. 29th January, 2023 to 28th January,2028 by passing the Special Resolution in the Annual General Meeting held on 6th July, 2022.

(b) On recommendations of Nomination and Remuneration committee and further approval of Board of Directors at their meeting held on 9th June,2022, the shareholders of the Company has considered and approved the re-appointment of Mrs. Deepa Jayeshbhai Shah (DIN: 01981533) as the Wholetime Director of the Company for another term of 5 (Five) years i.e. w.e.f. 29th January, 2023 to 28th January,2028 by passing the Special Resolution in the Annual General Meeting held on 6th July, 2022.

(c) On recommendations of Nomination and Remuneration committee and further approval of Board of Directors at their meeting held on 9th June,2022, the shareholders of the Company has considered and approved the re-appointment of Mr. Shreyansh Vijaybhai Vora (DIN: 08034487) as the Independent Director of the Company for another term of 5 (Five) years i.e. w.e.f. 30th December, 2022 to 29th December, 2027 by passing the Special Resolution in the Annual General Meeting held on 6th July, 2022.

(d) On recommendations of Nomination and Remuneration committee and further approval of Board of Directors at their meeting held on 9th June,2022, the shareholders of the Company has considered and approved the re-appointment of Mr. Jigar Dipakbhai Mehta (DIN: 08051320) as the Independent Director of the Company for another term of 5 (Five) years i.e. w.e.f. 26th February,2023 to 25th February,2028 by passing the Special Resolution in the Annual General Meeting held on 6th July, 2022.

Mr. Jigar Dipakbhai Mehta resigned as independent director w.e.f. 14th July,2023.

(e) In order to enhance the involvement of the professionalized personnel in Management of the Company, to create enduring guidance for the Company and to continue maintaining the diverse and independent Board for ensuring good governance practices, on recommendations of Nomination and Remuneration committee and Board of Directors at their meeting held on 14th July,2023 has considered and approved the appointment of Mrs. Ashaben Vipulkumar Patel as an Non-Executive additional Independent Director of the Company to hold office for the term for the period of 5 years w.e.f 14th July,2023 to 13th July,2028 subject to approval of members. The resolution placed in this annual general meeting to confirm appointment of Mrs. Ashaben Vipulkumar Patel as independent director. In the opinion of the Board, Mrs. Ashaben Vipulkumar Patel is a person of integrity, possess requisite qualifications, expertise, experience (including the proficiency) and fulfils requisite conditions as per applicable laws and is independent of the management of the Company.

Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Also, pursuant to Schedule V(C)(10)(i) of SEBI (LODR) Regulation, 2015; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

Further, all the Independent Directors of the Company have given declarations as required under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.

In compliance to the aforesaid MCA Notification No. G.S.R. 804(E) dated 22nd October, 2019 which was effective from 01st December, 2019, all the Independent Directors of your Company have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration of their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA). They have also submitted a copy of registration certificate to the Company as a proof of registration.

The Independent Director of the Company Mr. Suresh Somnath Dave are exempted from passing the proficiency self-assessment test pursuant to the applicable rules thereupon and have duly submitted exemption certificate to the Company. Mr. Shreyansh Vijaybhai Vora, Mr. Jigar Dipakbhai Mehta and Mrs. Ashaben Vipulkumar Patel have Confirmed that they passed the proficiency self-assessment test in due course of time in accordance to the said Rules.

In accordance with the provisions of the Companies Act, 2013 read with Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard - 2 as issued by the Institute of Company Secretaries of India and in terms of the Memorandum and Articles of Association of the Company, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, is stated in the Notice convening the 22nd Annual General Meeting of your Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit 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 Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud 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.

(f) 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.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

During the Financial Year under review, the Board of Directors of the Company met for 11 (Eleven) times for various agenda items of the Company, the same which were circulated well in advance to the Board. These were held on April 18, 2022, May 26, 2022, June 09, 2022, June 21, 2022, July 07, 2022, July 18, 2022, August 10, 2022, November 10, 2022, January 19, 2023, February 09, 2023, and March 25, 2023. The interval between any two meetings was well within the maximum allowed gap of 120 days.

The Composition of Board of directors and the details of meetings attended by the directors during the year are given below.

Name of the director Category No. of Board Meetings Held & Entitled to Attend No. of Board

Meetings

Attended

Mr. Jayesh Chhabildas Shah Chairman &

Managing

Director

11 11
Mrs. Deepa Jayeshbhai Shah Whole-time

Director

11 11
Mr. Harshil Jayeshbhai Shah Director 11 11
Mr. Shreyansh Vijaybhai Vora Independent

Director

11 11
Mr. Jigar Dipakbhai Mehta Independent

Director

11 10
Mr. Suresh Somnath Dave Independent

Director

11 7

COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee to

look into various aspects for which they have been constituted. The Board fixes the terms of reference of Committees and also delegate powers from time to time.

AUDIT COMMITTEE:

The Audit Committee comprises of non-executive Independent Director and Director as its Member. The Chairman of the committee is Independent Director.

During the Financial year 2022-23, Seven (7) meeting of audit committee held on April 18, 2022, May 26, 2022, June 09, 2022, June 21, 2022, August 10,2022, November 10, 2022 and February 09, 2023.

The Composition of Audit Committee and the details of meetings attended by the members during the year are given below.

Sr.

No.

Name of the Director Status in

Committee

Nature

Nature of Directorship No of Meetings Held & Entitled to Attend No of

Meetings

attended

1 Mr. Shreyansh Vijaybhai Vora Chairman of committee Non-Executive

and

Independent

Director

7 7
2 Mr. Jigar Dipakbhai Mehta Member Non-Executive

and

Independent

Director

7 7
3 Mr. Jayeshbhai Chhabildas Shah Member Managing

Director

7 7

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2022-23, One meeting of the Nomination and Remuneration Committee met on June 09,2022.

Sr.

No.

Name of the Director Status in

Committee

Nature

Nature of Directorship No of Meetings Held & Entitled to

Attend

No of Meetings atten ded
1 Mr. Shreyansh Vijaybhai Vora Chairman of committee Non-Executive and Independent Director 1 1
2 Mr. Jigar Dipakbhai Mehta Member Non-Executive and Independent Director 1 1
3 Mr. Harshil Jayeshbhai Shah Member Non-Executive

Director

1 1

The Nomination and remuneration policy available on the website of the company at www.sonamquartz.com.

STAKEHOLDER RELATIONSHIP COMMITTEE:

The stakeholder relationship committee comprises non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.

During the Financial year 2022-23, four (4) meeting of Stakeholder Relationship Committee were held on April 18,2022, July 18, 2022, October 13,2022 and February 09,2023.

The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:

Sr.

No.

Name of the Director Status in

Committee

Nature

Nature of Directorship No. of Meetings Held & Entitled to

Attend

No. of Meetings attend ed
1 Mr. Shreyansh Vijaybhai Vora Chairman of committee Non-Executive and Independent Director 4 4
2 Mr. Jigar Dipakbhai Mehta Member Non-Executive and Independent Director 4 4
3 Mrs. Deepaben Jayeshbhai Shah Member Wholetime

director

4 4

ANNUAL RETURN:

In accordance with section 134(3)(a) of the Companies Act, 2013 Annual Return is available on the Website of the Company after conclusion of the AGM at www.sonamquartz.com.

CORPORATE GOVERNANCE REPORT:

SONAM CLOCK LIMITED is committed to ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance. The Company understands and respects its fiduciary duty to all stakeholders and strives to meet their expectations. The core principles of independence, accountability, responsibility, transparency, fair and timely disclosures serve as the basis of the Companys approach to Corporate Governance.

A separate section on report on Corporate Governance for the Financial Year 2022-23 as stipulated under the Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 forms part of this Annual Report along with a certificate of compliance from M/s. R. V. Gandhi & Co., Company Secretary in practice.

Report on Corporate Governance is annexed in annexure-I and forms an integral part of this Annual Report. Certificate from M/s. R. V. Gandhi & Co., Company Secretary in practice, regarding compliance of conditions of Report on Corporate Governance as stipulated in the Listing Regulations is also appended to the Report on Corporate Governance.

CERTIFICATE BY CHIEF FINANCIAL OFFICER OF THE COMPANY:

Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 Compliance certificate as per Part B of Schedule -II is annexed in annexure-II.

AUDITORS:

1. STATUTORY AUDITOR:

At the Seventeen AGM held on August 13, 2018 the Members approved appointment of M/s. SVK & Associates., Chartered Accountants (Firm Registration No. 118564W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 22nd AGM.

Accordingly, on completion of term of appointment of Statutory Auditors at the conclusion of the 22nd AGM and pursuant to provisions of Sections 139, 141 & 142 of the Act and applicable Rules and other applicable provisions of the Act, the Board of Directors at its meeting held on August 24, 2023 has approved the appointment of M/s. SVK & Associates., Chartered Accountants as Statutory Auditors for a consecutive term of 5 (Five) years from the conclusion of this 22nd AGM till the conclusion of 27th AGM and to conduct the statutory audit subject to the approval of shareholders of the Company at this ensuing AGM.

Further the Company has received written consent(s) and certificate(s) of eligibility from the proposed Statutory Auditors M/s. SVK & Associates, Chartered Accountant in accordance with Sections 139 and 141 of the Act and applicable Rules and other provisions of the Act. Further, the Company has received confirmation from the proposed firm that they have been subjected to the peer review process of the Institute of Chartered Accountants of lndia (lCAl) and holds a valid certificate issued by the Peer Review Board of the ICAI. They have further confirmed that they are not disqualified to be appointed as the Statutory Auditors in terms of the Act and Rules made thereunder.

2. SECRETARIAL AUDITOR:

The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. R. V. Gandhi & Co. (CP. No. 7120), Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2022-23.

The Report of the Secretarial Auditor is annexed as Annexure-III which forms part of this Board of Directors Report with no secretarial audit qualifications, reservations, adverse remarks or disclaimer therein for the Financial Year 2022-23 which call for explanation. Further, the Board has re-appointed M/s. R. V. Gandhi & Co., Company Secretary, Ahmedabad as Secretarial Auditor of the Company for the Financial Year 2023-24. The consent of which has been duly received by the Company from the said secretarial auditor to act as the secretarial auditor of the Company, on such terms & conditions as may be mutually agreed upon by the Auditor and by the Board from time to time.

3. INTERNAL AUDITOR:

M/s. D.V. Bakrania & Associates., Chartered Accountant, Ahmedabad has conducted Internal Audit for the Financial Year 2022-23. Further, the Board has re-appointed M/s. D.V. Bakrania & Associates., Chartered Accountants, Ahmedabad as Internal Auditor of the Company for the Financial Year 2023-24; the consent of which has been duly received by the Company from the said Auditor to act as the Internal Auditor of the Company, on such terms & conditions as may be mutually agreed upon by the Auditors and by the Board from time to time. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

4. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the company is not required to appoint a cost auditor to maintain / audit the cost records of the company for cost audit report.

REVIEW OF STATUTORY AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. SVK & Associates (FRN: 118564W), Chartered Accountants, in their Auditors report for the Financial Year ended March 31, 2023.

REVIEW OF SECRETARIAL AUDITORS REPORT:

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors M/s. R. V. Gandhi & Co. Ahmedabad, (CP. No. 7120), Practicing Company Secretary, in their Secretarial Audit Report for the Financial Year ended March 31, 2023.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.

DEMATERIALISATION OF SHARES:

During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited,

which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE00LM01011 and Registrar and Share Transfer Agent is BIG SHARE SERVICES PRIVATE LIMITED.

DIRECTOR REMUNERATION AND SITTING FEES:

Members attention is drawn to Financial Statements wherein the disclosure of remuneration and sitting fees paid to directors is given during the year 2022-23.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your Directors draw your attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, no approval of the Board or Members / Shareholders is required for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee. The FORM AOC- 2 is attached as Annexure - V with this report.

Pursuant to SEBI Listing Regulations, the resolution for seeking approval of the shareholders on material related party transactions is being placed at the AGM.

CREDIT RATING:

The company has not obtained any rating from any Credit Rating Agency during the year. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on March 25, 2023 inter alia, to discuss:

1. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.

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

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

All the Independent Directors were present in the meeting.

1. DECLARATION FROM INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations and in the opinion of the Board, the Independent Directors meet the said criteria.

Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their respective fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing

and technical operations or any other discipline related to the Companys business. The Company did not have any pecuniary relationship or transactions with non-executive independent Directors during the year ended March 31, 2023.

3. FORMAL ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 the nomination and remuneration committee has laid down the evaluation of the performance of Individual Directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through the structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience & expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Director. The performance of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Director expressed their satisfaction with the evaluation process.

POLICIES OF THE COMPANY:

REMUNERATION AND APPOINTMENT POLICY:

The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company www.sonamquartz.com.

The committee must ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.

b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related Party Transaction to set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the Company www.sonamquartz.com.

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company www.sonamquartz.com.

PREVENTION OF INSIDER TRADING:

Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company www.sonamquartz.com.

POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:

Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at www.sonamquartz.com.

BUSINESS RISK MANAGEMENT:

The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at www.sonamquartz.com.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

Your Company believes in conducting business affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour via Vigil Mechanism/Whistle Blower Policy. Sonam Clock has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Vigil Mechanism has been available on the website of the Company at www.sonamquartz.com.

POLICY ON IDENTIFICATION OF GROUP COMPANIES, MATERIAL CREDITORS AND MATERIAL LITIGATIONS:

Your Company has adopted a policy on identification of group companies, material creditors and material litigations. The policy on identification of group companies, material creditors and material litigations has been available on the website of the Company at www.sonamquartz.com.

POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION:

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at www.sonamquartz.com.

CORPORATE SOCIAL RESPONSIBILITY:

As per section 135 of the Companies act, 2013 expenditure of CSR is not applicable to the company for f. y. 2022-23 since the company is not meeting with the criteria of net-worth, turnover or net profits mentioned therein.

PARTICULARS REGARDING EMPLOYEES REMUNERATION:

During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information pertaining to section 197 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), 2014 is annexed herewith as Annexure-VI.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2022-23 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBIs Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".

The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

SECRETARIAL STANDARD:

Your Directors states that they have devised proper systems to ensure compliance with the Secretarial Standards and that such system are adequate and operating effectively.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Companys operations in future.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2022-23.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2022-23, there were no complaints or queries received from the shareholders of the Company. Company Secretary, acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can be sent their query at cs@sonamquartz.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules there under.

ACKNOWLEDGEMENT:

The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Sonam Clock Family.

Registered Office: For and on behalf of the Board,
Survey No. 337/p, Morbi SONAM CLOCK LIMITED
Rajkot Highway, Lajai, Tal.
Tankara, Dist. Morbi -
363641

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