Dear Members
Your Board of Directors (“the Board”) take pleasure of
presenting the 25th Annual Report of your Company together along with the
Audited Financial Statements for the financial year ended 31st March 2025.
FINANCIAL PERFORMANCE
The financial performance of the Company for the Financial Year ended
March 31,2025 compared with previous Financial Year is summarized below:
| FINANCIAL RESULTS |
2024-25 |
2023-24 |
| Total Sales |
10123.77 |
10210.69 |
| Profit Before Interest, Depreciation and
taxation |
1005.75 |
848.36 |
| Interest |
109.70 |
121.64 |
| Depreciation |
132.82 |
116.82 |
| Profit Before Tax |
763.23 |
609.90 |
| Provision for Tax |
(193.73) |
(150.77) |
| Prior Period Tax |
(18.80) |
|
| Add/(Less) Deferred Tax |
(2.80) |
(3.87) |
| Profit After Tax |
548.62 |
455.26 |
| Other Comprehensive Income |
(0.41) |
(0.21) |
| Total Comprehensive Income for the year |
548.21 |
455.05 |
The above mentioned financial performance highlights are an abstract of
the Financial Statements of your Company for the Financial Year 2024-2025. 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 2024-25, there has been slight decline in
Company's revenue from operation marginally by 0.85% and it stood at Rs.10123.77
Lakhs as compared to Rs.10210.69 Lakhs in the previous financial year. However, the Net
profit after Tax for the year reached at Rs.548.21 Lakhs as compared to that of Rs.455.26
Lakhs in the previous year, resulting in increase in Profits of the Company by 20.47%.
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
Considering the Company' s growth, future strategy and plans, the
Board of Directors consider it prudent to conserve resources and do not recommend any
dividend on equity shares for the financial year 2024-25.
STATE OF THE COMPANY'S AFFAIRS (MANAGEMENT
DISCUSSION AND ANALYSIS)
In terms of the provisions of Regulation 34(2) of the Listing
Regulations, the Management Discussion and Analysis Report of your Company's affairs for
the year under review is attached and forms an integral part of this Annual Report.
TRANSFER TO RESERVE
The Board has decided to retain the entire amount of profit for FY25 in
the distributable retained earnings. 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 BBB- |
| Short Term Bank Facilities |
CRISIL A3 |
ANNUAL RETURN
Pursuant to Section 134 (3) (a) of the Act, the draft annual return for
Financial Year 2024-25 prepared in accordance with Section 92(3) of the Act is made
available on your website of the Company and can be accessed through the following link
https://www.somiinvestor.com/Annual-Return.
NUMBER OF MEETINGS OF THE BOARD
Your Company's Board of Directors met 9 (nine) times during the
financial year ended March 31, 2025 in accordance with the provisions of the Act and the
Rules made there under. The meetings were held on 30.05.2024, 25.06.2024, 14.08.2024,
04.09.2024, 25.10.2024, 14.11.2024, 17.12.2024, 14.02.2025, and 28.03.2025 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, Secretarial Standards and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
COMMITTEES OF THE BOARD
As required under the Act and the SEBI Listing Regulations, your
Company has constituted various Committees of the Board and they 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 2024-25, following changes took place in the
management of the Company:
1. 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 24th Annual General Meeting held on September 30, 2024.
2. Mrs. Rekha Bhandari (DIN - 10752471) was appointed as Non -
Executive Independent Woman Director, to hold office for the first term of 5(Five)
consecutive years w.e.f October 1, 2024, in the 24th Annual General Meeting held on
September 30, 2024.
3. Ms. Saraswati Choudhary (DIN - 09835573) Non- Executive Independent
Director of the company, had resigned from the directorship of the Company with effect
from October 25, 2024.
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 Board of Directors on the recommendation of Nomination and
Remuneration Committee has proposed appointment of Mr. Rajesh Garg and Mrs. Shashi Modi as
Independent Directors of the Company. Approval of the Members is being sought at the
ensuing Annual General Meeting for their 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 were no change in Directors and
Key Managerial Personnel of your Company.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS
Pursuant to Regulation 25(7) of the SEBI Listing Regulations, during
the financial year 2024-25, the Company imparted Familiarization Programme to Independent
Directors to familiarize them about their roles, rights and responsibilities in the
Company, nature of the industry in which the Company operates, review of investments of
the Company, business model of the Company, Prohibition of Insider Trading Regulations,
SEBI Listing Regulations, etc. The details of the familiarization programme are available
on the website of the Company at www. somiinvestor. com
Further, in the opinion of the Board, all the Independent Directors
fulfill the conditions specified in SEBI Listing Regulations and are independent of the
management.
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 2024-25 was
carried out by the Board of Directors and the Nomination and Remuneration Committee at
their respective meetings. 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 Officer.
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 28, 2025. 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 of the Company are available on the website
of your Company www.somiinvestor.com
DECLARATION OF INDEPENDENT DIRECTORS
Pursuant to Section 134(3)(d) of the Act, your Company confirms having
received necessary declarations from all the Independent Directors under Section 149(7) of
the Act and Regulation 25(8) of the Listing Regulations declaring that they meet the
criteria of independence laid down under Section 149(6) of the Act and Regulation 16(1)(b)
of the Listing Regulations. All the Independent Directors of your Company have complied
with the provisions of sub-rule (1) and (2) of Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 by registering themselves under data bank of
Independent Director. Your Company has also formulated a Code of Conduct for Directors and
Senior Management Personnel and has obtained declarations from all the Directors to the
effect that they are in compliance with the Code.
MEETING OF INDEPENDENT DIRECTORS
Your Company's Independent Directors meet at least once in every
financial year without the presence of the Executive Directors or Management Personnel of
your Company and the Meeting is conducted formally. During the year under review, one
meeting of Independent Directors was held on March 28, 2025.
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 31st March 2025, 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 31st March, 2025
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
In accordance with Section 2(51) and Section 203 of the Companies Act,
2013, read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following individuals have been designated as the Key Managerial
Personnel (KMP) of the Company:
· Mr. Om Prakash Bhansali - Managing Director
· Mr. Gaurav Bhansali - Whole-time Director
· Mr. Vimal Bhansali - Whole-time Director
· Mr. Manish Bohra - Chief Financial Officer
· Mr. Amit Baxi - Company Secretary
During the financial year 2024-25, the composition of the Board and Key
Managerial Personnel was in compliance with the applicable provisions of the Companies
Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There was no change in the Key Managerial Personnel of the Company
during the financial year under review.
During the financial year 2024-25, the constitution of the Board
complies with the requirements of the Act, and the SEBI Listing Regulations. There was no
change in Key Managerial Personnel of your Company during the financial year 2024-25.
AUDITORS & THEIR REPORTS STATUTORY AUDITORS
& THEIR REPORT
Pursuant to Section 139 of the Act read with rules made thereunder, as
amended, M/s Singhvi & Mehta, Chartered Accountants (Firm Registration Number
002464W), were re-appointed as the Statutory Auditors of your Company, for the second term
of five years till the conclusion of 27th Annual General Meeting (AGM) of your Company to
be held in the year 2027.
The Statutory Auditors have confirmed that they are not disqualified to
continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of
your Company.
M/s. Singhvi & Mehta, Chartered Accountants, have submitted their
Report on the Financial Statements of the Company for the FY 2024-25, which forms part of
the Annual Report 2024-25. The Notes to the financial statements referred in the
Auditors' Report are self-explanatory. The Auditors' Report is enclosed with the
financial statements forming part of this Annual Report.
The Auditors' Report does not contain any qualification(s),
reservation(s) or adverse remark(s).
INTERNAL AUDITORS
The Board based on the recommendations of the Audit Committee has
re-appointed an independent audit firm M/s. B P Bang and Company, Chartered Accountants as
Internal Auditors of the Company to carry out the internal audit functioning for FY 2026.
M/s. B P Bang and Company, Chartered Accountants have confirmed that they are free from
any disqualifications and also their independence and arm's length relationship with
the Company.
SECRETARIAL AUDITORS
Pursuant to provisions of Section 204 of the Act and rules framed
thereunder and based on the recommendation of Audit Committee, the Board of Directors, at
its meeting dated May 30, 2024, had appointed FCS Ira Baxi (FCS: 5456; CP: 4712),
Practicing Company Secretary, Jodhpur as the Secretarial Auditors of the Company for the
financial year 2024-25. The Company provided all the assistance and the facilities to the
Secretarial Auditors for conducting the secretarial audit and has obtained Secretarial
Audit Report for the Financial Year 2024-25 in the prescribed Form MR-3 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 2024-25 confirming compliance of all laws, SEBI Regulations and circulars/
guidelines issued thereunder, applicable to your Company. The Annual Secretarial
Compliance Report dated May 21,2025 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 31,2025.
Further, pursuant to provisions of amended Regulation 24A of SEBI LODR
Regulations, based on recommendation of Audit Committee, the Board of Directors, post
evaluating and considering various factors such as industry experience, competency of the
audit team, efficiency in conduct of audit, independence, etc., and subject to approval of
Members of the Company at ensuing AGM, had approved appointment of M/s Saharia &
Associates (Firm Registration No. S2021RJ802000), Peer Reviewed Practicing Company
Secretaries Firm, as Secretarial Auditors of the Company for a term of 5 (five)
consecutive years, commencing from April 1, 2025 till March 31,2030.
COST AUDIT RECORDS AND COST AUDITORS
During the year under review, in accordance with Section 148(1) of the
Act, your Company has maintained the accounts and cost records, as specified by the
Central Government.
In terms of Section 148 of the Act, Board of Directors of the Company
has appointed M/s. Anchal Jain & Co., (FRN: 103706) Cost Accountants, as Cost Auditors
of your Company to conduct cost audit for the FY 2025-26 for auditing the Cost Records
relating to the Rubber and allied products.
A resolution seeking approval of the Shareholders for ratifying the
remuneration payable to the Cost Auditors for FY25 is provided in the Notice of the
ensuing AGM.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
During the year under review, the Statutory Auditors and Secretarial
Auditor of your Company have not reported any instances of fraud committed in your Company
by Company's officers or employees, to the Audit Committee, as required under Section
143(12) of the Act.
CHANGE OF NAME OF THE REGISTRAR AND SHARE TRANSFER
AGENT
The Company has been informed by the Registrar and Share Transfer Agent
that consequent to the acquisition of Link Group by Mitsubishi UFJ Trust and Banking
Corporation by way of Scheme of Arrangement, the name of the Registrar and Share Transfer
Agent of the Company changed from Link Intime India Private Limited to MUFG Intime India
Private Limited with effect from December 31, 2024.
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
All transactions with related parties are placed before the Audit
Committee for its approval. An omnibus approval from Audit Committee is obtained for the
related party transactions which are repetitive in nature.
All transactions with related parties entered into during the year
under review were at arm's length basis and in the ordinary course of business and in
accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing
Regulations and your Company's Policy on Related Party Transactions.
Pursuant to Section 134 of the Act read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Act, in the prescribed Form AOC-2 is appended as
“Annexure - II” to this Report.
During the year under Review, your Company had entered into
contract(s)/arrangement(s)/transaction(s) with related parties which were in ordinary
course of business and on arm's length basis and none of which could be considered as
material in accordance with the policy of your Company on materiality of related party
transactions. Further, none of the contract(s)/ arrangement(s)/transaction(s) with related
parties required approval of members as the same were within the limits prescribed under
Section 188(1) of the Act and the Rules framed thereunder read with the provisions of
Regulation 23(4) of the Listing Regulations.
Suitable disclosures as required by the Indian Accounting Standards
have been made in the notes to the financial statements. The policy on related party
transactions as approved by the Board is uploaded on the Company's website
www.somiinvestor.com.
Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed half yearly reports to the stock exchanges, for the
related party transactions.
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 01.04.2024 to 31.03.2025
| Particulars |
Nature of Relationship |
Name of Related Party |
31.03.2025 |
| Sale of Goods |
WHERE RKMP HAS INFLUENCE |
Oliver Rubber Ind. LLP. |
203 |
| Purchase |
WHERE RKMP HAS INFLUENCE |
Oliver Rubber Ind. LLP. |
1.36 |
|
|
Earth Movers Enterprises |
0.63 |
| Managerial Remuneration |
KMP |
Om Prakash Bhansali |
35.40 |
|
|
Vimal Bhansali |
28.80 |
|
|
Gaurav Bhansali |
28.80 |
|
|
Manish Bohra |
19.07 |
|
|
Amit Baxi |
5.21 |
| Salary |
RKMP |
Anita Bohra |
6.62 |
|
|
Dhananjay Bhansali |
3.26 |
|
|
Priyansh Bhansali |
0.66 |
| Interest Paid |
KMP |
Vimal Bhansali |
0.038 |
| Loan Paid |
KMP |
Vimal Bhansali |
124.36 |
|
|
Manish Bohra |
18.30 |
| Rent Paid |
KMP |
Om Prakash Bhansali |
1.10 |
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.
CYBER SECURITY
In view of increased cyber-attack scenarios, the cyber security
maturity is reviewed periodically and the processes, technology controls are being
enhanced in-line with the threat scenarios. Your Company's technology environment is
enabled with real time security monitoring with requisite controls at various layers
starting from end user machines to network, application and the data.
During the year under review, your Company did not face any incidents
or breaches or loss of data breach in cyber security.
RISK MANAGEMENT
The Company acknowledges that risk is an inherent aspect of business
and is committed to managing it proactively and effectively. Our success depends on the
ability to identify and capitalize on opportunities while mitigating potential risks. We
follow a structured process to continuously assess both internal and external risks and to
minimize their impact. Risk mitigation measures are integrated into our strategic and
operational plans. The objective of our Risk Management process is to foster value
creation in an uncertain environment, uphold strong governance, proactively address
stakeholder expectations, and enhance organizational resilience for sustainable growth.
The Company has adopted enterprise-wide Risk Management Framework to
enable a well-defined and institutionalized approach towards risk management and lay down
broad guidelines for timely identification, assessment, mitigation, monitoring and
governance of key strategic risks so as to ensure that the risk is adequately addressed or
mitigated through a robust management action plan.
The Company regularly reviews and enhances the adequacy and
effectiveness of its risk management systems in response to the rapidly changing business
environment and increasing complexities, aiming to keep risks within the defined risk
appetite.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company is committed to the highest standards of ethical, moral,
legal, and compliance practices in all its business operations. To ensure that its
activities are conducted with fairness, transparency, responsibility, professionalism,
honesty, and integrity, the Company has implemented a Whistle Blower Policy in accordance
with Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI
(LODR) Regulations. This policy enables directors and employees to report genuine concerns
and addresses instances of fraud or mismanagement, if any.
The policy includes safeguards to protect directors, employees, or any
individual using the mechanism from victimization, and allows direct access to the
Chairperson of the Audit Committee in appropriate or exceptional circumstances. The
Company actively promotes ethical conduct across all business activities, aligning with
global best governance practices and maintaining high standards of corporate governance
and stakeholder accountability.
Through this Vigil Mechanism, the Company addresses cases of unethical
behavior, suspected or actual fraud, or violations of its Code of Conduct or Ethics
Policy.
The details of complaints received / disposed / pending during the year
ended March 31,2025, are as under:
| Particulars |
Details |
| No. of Complaints received during the year |
NIL |
| No. of Complaints disposed off during the
year |
NIL |
| No. of cases pending as on March 31,2025 |
NIL |
Full details of the policy are provided in the Corporate Governance
Report and are available on the Company's website.
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
onetime 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 Board of Directors is responsible for establishing and overseeing
the Company's internal financial controls. Robust mechanisms are in place to ensure
operational efficiency, regulatory compliance, and adherence to all applicable laws. The
Board periodically reviews the adequacy and effectiveness of these controls. The
Company's policies, procedures, control structures, and management systems are
aligned with the requirements of Internal Financial Controls under the Companies Act,
2013, and are implemented at both entity and process levels to ensure compliance, accuracy
in financial reporting, and integrity of operational data.
The Company maintains a robust control environment supported by
well-defined corporate policies, processes, and standard operating procedures, along with
an institutionalized compliance framework. This framework ensures the orderly and ethical
conduct of business, safeguards the Company's assets, optimizes the use of resources,
and enables the timely and accurate recording of all corporate transactions. These
measures facilitate the efficient conduct of operations in full compliance with Company
policies. Standard operating procedures and policies are established for each functional
area, and their effectiveness is periodically reviewed and tested.
The Internal Auditor conducts ongoing assessments to evaluate the
adequacy and effectiveness of internal controls and processes.
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 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 2017-18 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 2017-18 will be transferred to IEPF during the Financial Year 2025-26.
CORPORATE SOCIAL RESPONSIBILITY
In pursuance of the Corporate Social Responsibility Policy and in line
with the requirement of the Act, every company must 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 Act. Based on the computation as per Section 135 of the Act,
the Company contributed Rs. 9.00 lakhs towards Corporate Social Responsibility activities
for the year ended March 31,2025.
A detailed update on the Corporate Social Responsibility initiatives of
the Company is provided in the Annual Report as Report on Corporate Social Responsibility,
which forms part of this Report. The Corporate Social Responsibility policy is available
on the Company's website at https://www.somiinvestor.com/policies.
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-lll to this Report.
CORPORATE GOVERNANCE
The Company's governance framework is founded on the principles of
openness, integrity, professionalism, and accountability. These principles guide the
transparent and effective execution of strategy, ensuring the creation of sustainable,
long-term value for all stakeholders, including shareholders, business partners, and
employees.
The Board of Directors is firmly committed to upholding strong
standards of Corporate Governance. Beyond complying with statutory requirements, the Board
strives to set benchmarks that surpass regulatory expectations. Its responsibilities
encompass shaping corporate strategy, approving material acquisitions and divestments,
overseeing major capital expenditures, determining the capital structure and financing
decisions, and ensuring the adequacy of policies, procedures, and internal controls. The
Board also plays a vital role in fostering a positive organizational culture and promoting
the highest standards of ethical conduct.
The Company remains dedicated to continuous enhancement of its
governance practices. By adhering to globally recognized best practices, it not only
safeguards the rights of all shareholders·including minority shareholders·
but also reinforces trust through the timely and accurate disclosure of performance,
management, and governance information.
In accordance with the provisions of per Regulation 34 read with
Schedule V(c) of the SEBI Listing Regulations, as amended from time to time, the Corporate
Governance Report 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, issued by Mrs. Ira
Baxi, Practicing Company Secretary, certifying compliance with the conditions of corporate
governance. It also includes
a certificate from the Managing Director and Chief Financial Officer of
the Company about compliance by the Company in accordance with Regulation 17(8) read with
Part B of Schedule II of the SEBI Listing Regulations.
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 Schedule V and 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 MUFG Intime India
Private Limited, 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 2024-25 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
Ensuring the safety and well-being of our employees is of paramount
importance. We dedicate significant efforts to uphold high standards of Health, Safety,
and Environment (HSE) in the workplace, recognizing that any lapses in these areas could
have serious consequences.
As a firm commitment to Health, Safety and Environment (HSE), we
maintain strict adherence to health and safety protocols across all our plants and office
locations. We regularly conduct health and safety training for employees and workers,
supplemented by periodic audits and surprise checks to ensure full compliance with all
protocols.
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.
While an accident may cause damage to reputation and incite potential
legal actions by local authority, practicing / delivering best in class HSE performance
has created positive differences to all direct and indirect stakeholders of the company.
It has enhanced the brand value significantly as well.
In pursuance to HSE Policy your Company's management has devoted
all their efforts to protect and maintain safety environment in the Company. The Company
has taken all possible measures to segregate hazardous and
non-hazardous substances. Health, Safety and Environment involves
proactive approach to create safe working environment, continuous safety education and
training, periodic review of programs and evaluation of incidents.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION
OF THE COMPANY FROM FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT
No material changes and commitments affecting the financial position of
your Company have occurred between the end of the financial year of the Company to which
the financial statements relate and on the date of this report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 of the Act and the Rules
made there-under, in respect of employees of the Company, is as follows:-
(a) the ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year;
| Non-Executive Directors |
Ratio to Median Remuneration |
| Mr. Mahendra Rakhecha |
NIL |
| Mr. Yogesh Maheshwari |
NIL |
| Mr. Santosh Kumar Joshi |
NIL |
| Mrs. Payal Daga |
NIL |
| Mrs. Saraswati Choudhary |
NIL |
| Mrs. Rekha Bhandari |
NIL |
| Executive Directors |
|
| Mr. Om Prakash Bhansali |
9.54:1 |
| Mr. Vimal Bhansali |
7.76:1 |
| Mr. Gaurav Bhansali |
7.76:1 |
(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 |
| Mr. Santosh Kumar Joshi |
NIL |
| Mrs. Payal Daga |
NIL |
| Mrs. Saraswati Choudhary |
NIL |
| Mrs. Rekha Bhandari |
NIL |
| Mr. Om Prakash Bhansali, MD & CEO |
NIL |
| Mr. Vimal Bhansali |
NIL |
| Mr. Gaurav Bhansali |
NIL |
| Mr. Manish Bohra, Chief Financial Officer |
6% |
| Mr. Amit Baxi, Company Secretary |
4.20% |
(c) the percentage increase in the median remuneration of employees in
the financial year: 2.82%
(d) the number of permanent employees on the rolls of company:109
(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 2024-25 (aggregated) |
117.28 |
| Revenue from operations |
10123.77 |
| Remuneration (as % of revenue) |
1.16% |
| Profit before tax (PBT) |
763.23 |
| Remuneration (as % of PBT) |
15.37% |
(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 25 |
As at 31st Mar 24 |
Variation |
| Closing rate of share at BSE |
Rs. |
178.40 |
132.75 |
45.65 |
| Closing rate of share at NSE |
Rs. |
177.77 |
133.10 |
44.67 |
| EPS (Consolidated) |
Rs. |
4.66 |
3.86 |
0.80 |
| Market Capitalization (BSE) |
Rs.(in lakhs) |
21014.90 |
15637.49 |
5377.41 |
| Market Capitalization (NSE) |
Rs.(in lakhs) |
20940.69 |
15678.72 |
5261.97 |
| Price Earning Ratio (BSE) |
Ratio |
38.28 |
34.39 |
3.89 |
| Price Earning Ratio (NSE) |
Ratio |
38.15 |
34.48 |
3.67 |
(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 increases in the salaries of Employees other than
the managerial personal is 5.04% which is slightly lower than the percentile increase in
the remuneration of managerial personals.
(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 |
35.40 |
28.80 |
28.80 |
19.08 |
5.21 |
| Revenue |
10123.77 |
10123.77 |
10123.77 |
10123.77 |
10123.77 |
| Remuneration (as % of revenue) |
0.35% |
0.28% |
0.28% |
0.19% |
0.05% |
| Profits before tax (PBT) |
763.23 |
763.23 |
763.23 |
763.23 |
763.23 |
| Remuneration (as % of PBT) |
4.64% |
3.77% |
3.77% |
2.50% |
0.68% |
(j) the key parameters for any variable component of remuneration
availed by the directors:
No variable remuneration is provided to the executive directors.
(k) the ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in excess of the highest
paid director during the year: NIL
(l) affirmation that the remuneration is as per the remuneration policy
of the Company
The Company's remuneration policy is driven by the success and
performance of the individual employees of the Company. Through its compensation package,
the Company endeavors to attract, retain, develop and motivate a high performance staff.
The Company follows a compensation mix of fixed pay, benefits and performance based
variable pay. Individual performance pay is determined by business performance and the
performance of the individuals is measured through the annual appraisal process. The
Company affirms remuneration is as per the remuneration policy of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company expects all its employees to act in accordance with the
highest professional and ethical standards upholding the principles of integrity and
compliance at all times. In this regard, expectations around compliance are communicated
to the employees through multiple channels. The Company as an equal opportunity employer
seeks to ensure that the workplace is free of any kind of harassment or inappropriate
behaviour. Comprehensive policies and procedures have been laid down, to create an
environment where there is respect and dignity in every engagement. The Company has
adopted zero tolerance for sexual harassment at the workplace. This is imbibed in the
Company's culture.
As an endeavour to educate and empower employees and others within the
organisation regarding POSH, virtual and classroom awareness sessions were conducted
throughout the year. Additionally, an e-learning module is also in place for easy
learning.
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 2024-25:
| 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 |
MATERNITY BENEFITS
We support women employees through their motherhood phase by providing
maternity leave as outlined in the Maternity Benefit Act. We have wellness framework to
support through reserved parking places for expecting mothers, health awareness session,
medical insurance cover, creche facility and flexible work arrangements including remote
options. These provisions helps them manage both personal and professional
responsibilities with greater ease.
| FY 2024-25 |
Maternity Leave |
| No. of Employees Entitled to Parental Leave |
NIL |
| No. of Employees that Took Parental Leave |
NIL |
| No. of Employees Who Returned to Work after
the Leave |
NIL |
| No. of Employees Still Employed 12 Months
After |
NIL |
| Returning |
|
| Return to Work Rate (%) |
NIL |
| Retention Rate (%) |
NIL |
| No. of Employees Who Took Parental Leave in
FY 2024-25 |
NIL |
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.
The Company is actively engaged in tapping these fast-emerging
opportunities supported by investments in manufacturing infrastructure, registrations,
research and development to expand the addressable market with wider active ingredient
portfolio and enhanced customer base.
The Company is into regular advancement of their machineries, and
currently planning for increasing its production capacity for which order for few
machineries have also been placed.
Research and Development team constantly focus on producing innovative
products that cater to evolving industry needs.
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 (2024-25) |
Previous Year (2023-2024) |
| 1. Electricity |
KWH/MWH |
|
|
| a) Purchased |
|
|
|
| Unit |
|
27,31,068.00 |
24,66,992.00 |
| Total Amount |
|
2,61,13,927.00 |
2,38,05,203.00 |
| Rate/ Unit |
|
9.56 |
9.65 |
| 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)
| Product |
Standard Budget Norms (2024-25) (Rs) |
Current Year (2024-25) (Rs) |
Previous Year (2023-24) (Rs) |
| Conveyor Belt |
125.00 |
125.75 |
125.10 |
(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. FOREIGN EXCHANGE EARNINGS AND OUTGO
| FOREIGN EXCHANGE |
2024-25 |
2023-24 |
| Foreign Exchange Earnings |
27.10 |
- |
| Foreign Exchange Outgo |
14.11 |
310.70 |
ACKNOWLEDGEMENT
Your Directors express their deep gratitude for the invaluable
guidance, support, and assistance extended by the Government of India, the State
Governments, various regulatory authorities, financial institutions, and banks. The Board
also conveys its heartfelt thanks to all esteemed shareholders, customers, suppliers, and
business partners for the trust, confidence, and continued association with your Company.
The Directors place on record their sincere appreciation of the
unwavering commitment, hard work, and contribution of employees at all levels, which have
been instrumental in driving the growth and success of the Company.
It remains the constant endeavor of your Company to foster and
strengthen enduring partnerships with all stakeholders, founded on mutual respect, shared
benefits, and cooperation, while safeguarding consumer interests. The Board looks forward
to the continued support and goodwill of all stakeholders in the years ahead.
|
FOR AND ON BEHALF OF THE BOARD
OF DIRECTORS OF SOMI CONVEYOR BELTINGS LIMITED |
|
SD/- |
SD/- |
|
O P BHANSALI |
VIMAL BHANSALI |
| Place: Jodhpur |
(Managing Director) |
(Whole time Director) |
| DATE: 4™September, 2025 |
DIN:00351846 |
DIN: 00351851 |
|