Soni Soya Products Ltd Directors Report

To,

The Members,

Your directors have pleasure in presenting their 5th Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31 * March, 2019.

1. FINANCIAL HIGHLIGHTS

A. During the year under review, performance of your company as under:

Particulars	Standalone Year ended 31st March		Consolidated Year ended 31st March
	2019	2018	2019
Revenue from operation and Other Income	1,913,240,713.00	730,367,699.00	2,154,665,993.00
Less: Expenditure	1,887,759,660.50	710,952,795.00	2,126,923,888.50
Profit/(Loss) before tax	25,481,052.50	19,414,904.00	27,742,104.50
Less: Tax Expenses
Income tax paid for earlier years	33,065.00	586,467.00	33,065.00
Income tax (current year)	7,200,000.00	4,441,405.00	7,200,000.00
Deferred tax	-275,018.00	983,767.00	-275,018.00
Profit/(Loss) after tax	18,523,005.50	13,403,265.00	19,626,695.63

B. Revenues - Standalone and Consolidated

Our revenue from operations on a standalone basis increased by more than 100%, from Rs. 730.367.699.00 to Rs. 1,913,240,713.00 and on a consolidated basis the revenue from operations is Rs. 2,154,665,993.00 in 2019.

C. Profits - Standalone and Consolidated

Our operating profit on a standalone basis amounted to Rs. 25,481,052.50 as against Rs. 19.414.904.00 in the previous year. The Net profit amounted to Rs. 1,85,23,005.50 as against Rs. 13.403.265.00 in the previous year.

Our operating profit on a consolidated basis amounted to Rs. 27,742,104.00 in the current year. The Net profit amounted to Rs. 19,626,695.63 in the current year.

D. Capital expenditure on tangible assets - Standalone and Consolidated

During the year, on standalone and consolidated basis the Company incurred Capital expenditure details are mentioned here:

Particular	Standalone Basis	Consolidated Basis
Infrastructure	1,839,813.00	1,839,813.00
Computer	32,902.00	32,902.00
Vehicles	19,788,292.00	19,788,292.00
Total	21,661,007.00	21,661,007.00

E. Basic EPS

During the year, details of Earnings per share on standalone and consolidated basis are hereunder

Particular	Standalone Basis	Consolidated Basis
CurrentYear	3.63	3.85
Previous Year	4.00	-

Each equity share of Rs. 10.00 fully paid up.

F. Consolidated Financial Statements

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Section 129(3) of the Act and SEBI Listing Regulations and prepared in accordance with the Accounting Principles generally accepted in India including the Indian Accounting Standards specified under Section 133 of the Act.

In accordance with the Section 129(3) of the Act, the audited Consolidated Financial Statements are provided in this Annual Report.

2. CHANGE IN NATURE OF BUSINESS

There was no change in nature of Business of the Company during the year under review.

3. DIVIDEND

Due to adequate investment opportunity exist within the company itself, your board decided not to recommend any dividend to the shareholders, for the financial year. They do not have any preference share or other security.

4. AMOUNT TRANSFERRED TO RESERVE

During the year, the Company has transferred Rs. 1,85,23,005.50/- to General Reserve.

5. DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the rules made there under.

6. BUSINESS DESCRIPTION

a. Performance and Prospects

Soni Soya Products Limited is engaged in the business of, i.e. Processing and Trading of ORGANIC and NON-GMO Agricultural products such as Soya, Maize (Corn), Wheat, Flax seeds and such other grains. Our Registered office is situated at Indore and our manufacturing facility is situated at Meghnagar, Jhabua. The subsidiary of the Company, M/S Soni Soya Products Limited is also engaged in Trading of ORGANIC and NON-GMO Agricultural products such as Soy, Maize (Corn), Wheat, Flax seeds and such other grains. The registered of the company is situated at California USA.

b. Business Plans

• Direct Communication with the Customer

Due to the time difference and the difficulties some customers faced when they tried to contact our Soni Soya India, we felt the need to expand and open a subsidiary office in the United States. Customers would face difficulties in trying to place new orders, altering their current order (whether it was the size or the product itself), requesting price updates, inquiring on their current and previous shipment orders, and submitting requests for information regarding the loading and transportation plan. Therefore, it has been our intention since the beginning of 2018, when Soni Soya Indias products in the US were of very high and increasing demand that we begin planning to open an office in the US to provide better communication services and gain an advantage with customer service in the highly competitive US market.

• Providing a Service to Deliver Goods straight to the Customers Doorstep

With the current worldwide expectation in delivery services, customers expect that when they place an order for goods, those goods will be delivered straight to their doorstep. Currently, our competitors who have US based representatives or a US office can provide this extra service to customers. Operating from India, this was not a service we were able to provide due to the complications which may arise and the potential liabilities which we were not prepared to bear when we were so far away and would face trouble communicating with deliverers and truckers. Since the US market for organic and non-GMO agricultural products is very competitive, we wish to be able to compete more fervently with competitors. Therefore, opening a US subsidiary office will enable us to provide this extra service and be able to follow up with our drivers and potentially contracted delivery agencies to ensure that the products are safely transported to the customers doorsteps.

• Cutting Out the Middle Man and Reaching End-Users Directly

Up until today, Soni Soya India has been dealing with lots of traders and manufacturers of organic and non-GMO products in the United States. However, one thing we have not been able to do due to the communication impediment and distance while operating from India is reaching end-users directly. With a subsidiary office in the US, we are certain that we can start selling the products to end-users directly rather than traders and manufacturers. Our plan is to better market our subsidiary office, Soni Soya Products LLC, (hereinafter, "Soni Soya US”) and be able to attract end-users. Once a potential consumer has submitted an inquiry regarding a potential purchase, we will make the effort to personally meet with the consumer to convince them of purchasing our product. The reason we are adamant about reaching end-user customers directly is because it would provide a much higher profit margin than selling the products solely to traders and manufacturers.

• Warehousing

Warehousing is a service which is crucial to provide when dealing with the business of importing and selling large quantities of products. This is due to unforeseen circumstances which may arise and lead to our purchaser(s)/customers refusing to accept the delivery of the product in the time we had originally agreed upon or storing the products to change the packaging according to the detailed requirements of the customer(s). Before the establishment of the US Subsidiary office, Soni Soya India had not been providing warehousing services to US consumers. However, since we opened our US subsidiary, we have been providing limited warehousing services in the subsidiarys own warehouse. This warehouse is small, does not handle a large capacity of products and is not situated close to the port. Therefore, the US Subsidiarys goal is to contract with large warehousing companies to start offering this service to customers. Soni Soya India did not want offer this before having a Subsidiary office because of the communication gap and the hardship we would face when dealing with warehousing problems from a huge distance.

• Quality Products

Our Company plans to invest in high quality machineries and equipment to ensure efficient production and quality products. The scale of operations shall enable our Company to produce quality products. Our Company believes that the investment in technology shall allow it to provide quality products to its customers and differentiate it from other competitors.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT.

There has not been any significant and material change and commitments affecting financial position of the company since closing of financial year and up to the date of this boards report.

8. LEGAL FRAMEWORK

i) SHARE CAPITAL

a) Authorized Capital

During the year under review; the Authorized Capital of the Company not increased.

b) Issued Subscribed and Paid up Share Capital

• Issue of Equity Shares:

The Paid up Share Capital of the Company was increased from of Rs. 33,549,610.00 to 51,549,610.00 because of allotment of Equity Shares in Initial Public Offer.

ii) Public Issue of the Equity Shares and Listing on NSE SME Platform:

During the Financial year 2018-19 During the year under review the Company was issued prospectus to the general public on 19th March, 2018 for making public issue of 18,00,000 Equity Shares of Rs. 10/- each at a premium of Rs. 151- per share aggregating Rs. 4.50 Crores and the issue was successfully oversubscribed and was made allotment of 18,00,000 equity shares on 12th April, 2018 and the companys entire post issue capital of Rs. 51.54 Lakhs divided into 51,54,961 Equity Shares of Face Value of Rs. 10/-each were listed at the NSE SME Platform on 12th April, 2018.

Your Directors place their sincere thanks to all the investors and the NSE, SEBI, Merchant Bankers and all the agencies for their guidance and support. The Companys equity shares are regularly being traded at the floor of the NSE SME Platform and as on 31 st March, 2019 closing price was Rs. 19.35/- perequity share.

The Company has not issued shares with differential voting rights or granted stock options or sweat equity.

iii) Statement for Utilization of Public Issue Proceeds for the year ended on 31st March, 2019 and declaration regarding no deviation(S)/variation(S) from the objects stated in Prospectus

The Company has come out with Initial Public Offer of 18,00,000 equity shares of Face Value of Rs. 10/- per share at an Issue Price of Rs. 25/- per share and generated funds of Rs. 4.50 Crs for the purposes and objects as mentioned in Prospectus dated 19th March, 2018. The Company submits the following statement towards the utilization of the issue proceeds as under:

The object of the issue was to raise funds to meet out the working capital requirement and for General Corporate purpose and company has fully utilized the public issue proceeds for the purpose forwhich it was raised.

iv) Listing on Stock Exchange

The Companys shares are listed on SME Emerge Platform National Stock Exchange of India Limited (NSE), The Company has received the trading approval for total 51,54,961 Equity Shares on SME, Emerged platform of NSE Limited with effect from April 12, 2018 having symbol “SONISOYA”.

v) Other Disclosures and Informations

That the Company:

a. Has not allotted to any shares with differential voting rights during the year, hence there is nothing to disclosure under provisions of section 43 of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rule, 2014.

b. Has not allotted to any sweat equity shares during the year, in accordance with the provision of section 54(1 )(d) of Companies Act, 2013 read with Rule8 (13) of the Companies (Share Capital and Debenture) Rules, 2014.

c. Has not allotted stock option to any employee during the year, as per Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014.

d. The company has not giving any loan pursuant to provisions of section 67 of the act to its employees for purchase of its own shares hence there has not been anything to disclose under provisions of section 67(3) of the Act read with 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

9. MANAGEMENTS DISCUSSION ANDANALYSIS

In terms of the provisions of Regulation 34 and schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Managements discussion and analysis is set out IN ANNEXURE-G in this Annual Report.

10. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the cooperation extended by all the employees in maintaining cordial relations.

11. DIRECTORS RESPONSIBILITY STATEMENT

To the best of the knowledge and belief and according to the information and explanations obtained by them, your Directors confirms the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual accounts for the year ended 31st March, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the Financial Statements have been selected and applied consistently. Such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs and of Profit of the Company for the financial year ended on March, 31812019.

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. that they have laid down internal financial controls for the company and such internal financial controls were adequate and were operating effectively.

f. that they have devised proper systems to ensure compliance with the provisions of all applicable laws and such system are adequate and operating effectively.

12. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Inductions

The following appointments were made during the year:

• Shri Amardeep Singh Bhadouriya (DIN: 08150152) as non-executive independent directors on the Board appointed as additional independent directors, and his appointment were approved in board meeting on 08th June 2018 by the Board of Directors and by the shareholders in their Fourth Annual General Meeting held on the 28th September 2018 appointed as non-executive independent director.

• Smt. Shashi Shukla (DIN: 08150150) as executive directors on the Board appointed as additional directors and her appointment was approved in board meeting on 08th June 2018 by the Board of Directors and by the shareholders in their Fourth Annual General Meeting held on the 28th September 2018 appointed as executive director.

• Shri Shubham Sharma (DIN: 08082019) was appointed as Additional Director on the Board of the company and has resigned from the directorship of the company w.e.f. 26“’ July, 2019.

b. Retirement by Rotation

As per the provisions of the Companies Act, 2013 and article 145 (b) of Article of Association of the company, Smt. Shashi Shukla, Director of the Company, who has been longest in the office, retires by rotation at the ensuing AGM and, being eligible offer herself for reappointment. The Board recommends her reappointment.

The Board consist of the following directors namely:-

DIN / PAN NO.	NAME	DESIGNATION	DATE OF APPOINTMENT	DATE OF CESSATION
06723172	Dilip Kumar Soni	Managing director	17/09/2014	-
06931987	Javed Ali	Chairman & Whole-time director	17/09/2014	-
07877635	Asharaf khan	Independent Director	02/08/2017	-
07882255	Mahipal Singh Lalawat	Independent Director	02/08/2017	-
08150152	Amardeep Singh Bhadouriya	Independent Director	08/06/2018	-
08150150	Shashi Shukla	Director	08/06/2018	-
08082019	Shubham Sharma	Additional Director	30/05/2019	26/07/2019
BEWPG2922N	Surabhi Gupta	Company Secretary	09/08/2017	-
BKIPK0250P	Shrey Santosh Kalantri	CFO	09/08/2017	-
07877639	Rashmi Kesharwani	Independent Director	02/08/2017	08/06/2018

13. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

During the year Company has incorporate Subsidiary named SONI SOYA PRODUCTS LLC California, United States of America during the year under review. The company has invested as

capital contributions in M/s Soni Soya Products Limited and has profit sharing and capital ratio of 51%.

14. NUMBER OF BOARD MEETINGS

During the Financial Year 2018-19, [13] meetings of the Board of Directors of the company were held.

S.NO.	DATE OF BOARD MEETING	Total No. of Directors	No. of Directors attended the Meeting
1	10/04/2018	6	3
2	16/04/2018	6	4
3	01/05/2018	6	3
4	30/05/2018	6	2
5	08/06/2018	6	2
6	16/07/2018	6	3
7	03/09/2018	6	3
8	14/11/2018	6	4
9	17/01/2019	6	3
10	25/01/2019	6	3
11	13/02/2019	6	3
12	11/03/2019	6	3
13	26/03/2019	6	3

15. SEPARATE MEETING OF INDEPENDENT DIRECTORS:

As stipulated by the Code of Independent Directors under the Companies Act, 2013; a separate meeting of the Independent Directors of the Company was held on 25th March, 2019 to review the performance of Non-Independent Directors (including the Chairman) and the entire Board. The Independent Directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its Committees which is necessary to effectively and reasonably perform and discharge their duties.

16. COMMITTEES OF THE BOARD

The Company has following four Committees as follows:

(a) Audit Committee: The Company has constituted Audit Committee as per section 177 of the Companies Act 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; vide resolution passed at the Annual General Meeting of the members held on 02nd August, 2017. The terms of reference of Audit Committee are broadly in accordance with the provisions of SEBI (LODR) Regulations 2015 and Companies Act, 2013.

The Audit Committee comprises of the following Directors of the Company as on 3131 March, 2019.

Name of Director	Nature of Directorship	Designation in the Committee	Cessation
Mr. Mahipal Singh Lalawat	Independent Director	Chairman	-
Mr. Ash raf Khan	Independent Director	Member	-
Mr. Amardeep Singh Bhadouriya	Independent Director	Member	-

Four meetings of the Audit Committee were held during the year under review and the gap between two meetings did not exceed one hundred and twenty days.

S.No.	Date of Board Meeting	Total No. of Directors	No. of Directors attended the meeting
1	10/04/2018	3	2
2	16/07/2018	3	2
3	14/11/2018	3	2
4	13/02/2019	3	2

(b) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee in accordance section 178 of the Companies Act, 2013. The constitution of the Nomination and Remuneration Committee was approved by a vide resolution passed at the Annual General Meeting of the members held on 02nd August, 2017. The Nomination and Remuneration Committee comprises of the following Directors of the Company as on 31st March, 2019.

Name of Director	Nature of Directorship	Designation in the Committee
Mr. Amardeep Singh Bhadouriya	Independent Director	Chairman
Mr. Mahipal Singh Lalawat	Independent Director	Member
Mr. AshrafKhan	Independent Director	Member
Surabhi Gupta	Secretary	Company Secretary

After the constitution 1 meeting of the Nomination and Remuneration Committee were held during the year on 25" March 2019.

(c) Stakeholders Relationship Committee

The Company has constituted a shareholder/investors grievance committee ("Stakeholders" Relationship Committee") to redress complaints of the shareholders. The Stakeholders Relationship Committee was constituted vide resolution passed at the Annual General Meeting of the members held on 02nd August, 2017. The Stakeholders Relationship Committee comprises the following Directors as on 31st March, 2019:

Name of Director	Nature of Directorship	Designation in the Committee
Mr. Mahipal Singh Lalawat	Independent Director	Chairman
Mr. AshrafKhan	Independent Director	Member
Mr. Amardeep Singh Bhadouriya	Independent Director	Member
Surabhi Gupta	Secretary	Company Secretary

After the constitution 1 meeting of the Stakeholders Relationship Committee were held during the year on 25s March 2019.

17. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2017-18 in the prescribed format, AOC 2 has been enclosed with the report.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the requirement of Section 177 (9) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism called the Whistle Blower Policy for Directors and Employees to report concern of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and the details of the Whistle Blower Policy has been uploaded on the Companys website http://www.sonisoya.com.

20. NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS (IND-AS)

As per proviso to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111 (E)on 16th Feb., 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirement of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on SME Platform of NSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April 2017.

21. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars, as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are enclosed as “Annexure-D” to the Boards report The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:

22. RISK MANAGEMENT POLICY:

The Company has adequate risk management process to identity and notify the Board of Directors about the risks or opportunities that could have an adverse impact on the Companys operations or to that could be exploited to maximize the gains. The processes and procedures are in place to act in a time bound mannerto manage the risks or opportunities.

23.SIGNIFICANT & MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals which impacting the going concern status and the Companys operations in future.

24. AUDITORS, THEIR REPORT & COMMENTS BYTHE MANAGEMENT .

Statutory Aud itors

M/s. Nahata Mahajan & Co. (Chartered Accountants, Indore (Firm Registration No. 009739C) were appointed as Statutory Auditor of the Company in AGM 30/09/2015 to hold office until the conclusion of the Annual General Meeting to be held in the year 2020. The Company has received a certificate of eligibility from the statutory auditors in accordance with the provisions of Section 141 of the Act. There is not required for ratification of auditor in this Annual General Meeting as per the provision of Section 139 of the Companies Act, 2013 as amended.

Internal Auditor

M/s K Jagwani & Associates, Chartered accountants is appointed as an Internal Auditor of the Company to conduct the internal audit of the Company for the Financial Year 2019-20, as required under Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the Internal Control System and suggests improvements to strengthen the same. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board. Based on the report of internal audit function, Company undertakes corrective action in their respective areas and thereby strengthens the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee of the Board and accordingly implementation has been carried out by the Company.

Secretarial Audit Report

As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board has appointed M/s Neelesh Gupta & Co., Practicing Company Secretaries, to conduct a secretarial audit of the Company for fiscal year 2019. The Secretarial Aud itors Report for fiscal 2019 does not contain any qualification, reservation or adverse remark. The Secretarial Auditors Report is enclosed as “Annexure-E” to the Boards report.

25. CORPORATE GOVERNANCE

The Company being listed on the Small and Medium Enterprise platform of NSE Limited; is exempted from provisions of corporate governance as per Regulation 15 of the SEBI (LODR) Regulations, 2015. Hence no Corporate Governance Report is required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY: Not Applicable

27. MANAGERIAL REMUNERATION:

Company has paid total managerial remuneration amounting to Rs. 3,544,167/- during the year to its Directors.

28. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &REDRESSAL) ACT, 2013.

During the year the Company has not received any complaint, which is appreciable as the management of the company endeavor efforts to provide safe environment for the female employees of the company.

29. REPORTING OF FRAUDS BY AUDITORS:

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder eitherto the Company orto the Central Government.

30. PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each whole-time director and key managerial personnel (KMP) to the median of employees remuneration as per Section 197 (12) of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boards report as “Annexure-F”

Additionally, the following details form part of Annexure F to the Boards report:

• Remuneration to Whole Time Directors

• Remuneration to non-executive / independent directors

• Percentage increase in the median remuneration of employee in the financial year

• Number of permanent employees on the rolls of company

• There has not been any employee drawing remuneration exceeding 1.02 Crores during the year, employed for the full year or Rs. 8.50 lakhs employed for part of the year.

• The company did not allot any sweat equity shares or having employees stock option scheme.

31. INTERNAL FINANCIAL CONTROLS

The company is having adequate internal financial controls with reference to the financial statements in terms of Section 134 (3) (q) of Companies Act, 2013 read with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014.

32. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and Senior Management and Independent Directors of the Company. All the Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the code of conduct.

33. BOARD EVALUATION

Pursuant to the provisions of section 134 (3) (p) of the Companies Act, 2013 and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors were satisfied with the evaluation results, which reflected the overall engagement and effectiveness of the Board and its Committees with the Company.

34. EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure A" forming part of this report.

35. LISTING OF SHARES

Shares of the Company got listed on The National Stock Exchange Limited (NSE), SME Platform, Mumbai, on 12th April 2018, which provides a wider access to the investors nationwide. The Company has made all the compliances of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 including payment of annual listing fees up to 31 March, 2019 to the NSE.

36. SECRETARIAL STANDARDS OF ICSI

The Secretarial Standards as specified by the Institute of Company Secretaries of India for Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1st July 2015. The Company is in compliance with the same.

37. ACKNOWLEDGMENT

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge support of the NSE Ltd. Lead Manager, Share Transfer Agent and other intermediatories of the Public Issue of the Company and also to all stakeholders of the Company viz. customers, members, dealers, vendors, bankers and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors of
SONI SOYA PRODUCTS LIMITED
Date: 02/09/2019
Place: Indore
DILIP KUMAR SONI	JAVEDALI
MANAGING DIRECTOR	WHOLETIME DIRECTOR
DIN:06723172	DIN:06931987