Home  »  Company  »  Somi Conveyor Beltin  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Somi Conveyor Beltings Ltd.

Mar 31, 2016

DIRECTOR''S REPORT

To,

The Members,

Somi Conveyor Beltings Limited,

Jodhpur.

The Directors of your company have pleasure in presenting the 16th'' Annual Report together with the audited statement of accounts for the year ended on 31st March, 2016.

(Rs. in Lakhs)

SUMMARISED FINANCIAL RESULTS

2015-16

2014-15

Total Sales

5748.37

7469.66

Profit Before Interest, Depreciation and Taxation

1332.06

1312.13

Interest

284.11

212.05

Depreciation

679.39

513.12

Profit Before Tax

368.56

586.95

Provision for Tax

(195.34)

(171.13)

Add/(Less) Deferred Tax

55.63

11.89

Profit After Tax

228.84

427.71

Add: Balance Brought Forward

2059.13

1631.42

Less : Proposed Dividend

117.80

--

Less : Proposed Dividend Tax

23.98

--

Balance Carried Forward

2146.19

2059.13

OPERATIONS

During the Financial Year under review, the Company has achieved Turnover of Rs. 5748.37 Lakhs as against Rs. 7469.66 Lakhs in the previous year and the Net Profit after Tax of Rs. 228.84 Lakhs as against Rs. 427.71 Lakhs in the previous year, resulting in decrease by 23.04 % and 46.50% respectively. The Board is confident of higher growth in the current year.

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

Your directors recommended a dividend of Re. 1.00/- per equity share of Rs. 10/- each (i.e. 10%) for the financial year ended March 31, 2016. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on September 23, 2016 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

TRANSFER TO RESERVE

The Board of Directors does not propose to transfer any amount to Reserves.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return pursuant to the provisions of sections 92(3) and 134(3)(a) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached to this Board''s Report in Form MGT-9 as Annexure - I.

MEETINGS OF THE COMPANY

During the current financial year, the Board of Directors of the Company duly met Ten times on 23.04.2015, 30.05.2015, 30.06.2015, 31.07.2015, 14.08.2015, 04.09.2015, 14.11.2015, 18.01.2016, 12.02.2016 and 30.03.2016 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. Detail information is given in the Corporate Governance Report.

The Gap between two consecutive meetings did not exceed one hundred twenty days.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors, Stakeholder Relationship Committee of Directors, Corporate Social Responsibility Committee of Directors number of meetings held of each Committee during the financial year 2015-16 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forms part of the report.

The recommendation(s) by the Audit Committee as and when made to the Board have been accepted by it. DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

(Changes in the composition of the Board of Directors and other Key Managerial Personnel)

As reported previously, Ms. Surbhi Rathi was appointed as an additional director in the category of nonexecutive, independent director of the Company, in the meeting of the Board held on 28th March, 2015. Thereafter, at the fifteenth annual general meeting of the Company held on 30th September, 2015, the members of the Company appointed, Ms. Surbhi Rathi as an Independent Director under the Companies Act, 2013 for a period of 5 years effective from 30th September, 2015.

Mr. Mahendra Kumar Rakecha and Mr. Yogesh Maheshwari non -executive Directors of the Company, who were liable to retire by rotation had submitted declaration of Independence as provided in Section 149(6) of the Act had been appointed as Independent director at the fifteenth annual general meeting of the Company held on 30th September, 2015 on the Board of the Company for the period of Five years effective from 30th September, 2015.

The details of training and familiarization programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their declaration to the Board that they fulfill all the requirements as stipulated in sub-section (6) of Section 149 of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Director under the provisions of Companies Act, 2013 and the relevant rules.

DIRECTORS RESPONSIBILITY STATEMENT

As required under clause (c) of sub-section (3) of section 134 of Companies Act, 2013 directors, to the best of their knowledge and belief, state that -

a) that in the preparation of the annual accounts, 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, 2016 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

Mr. O.P. Bhansali, Managing Director, Mr. Vimal Bhansali, Whole-time Director, Mr. Gaurav Bhansali, Wholetime Director, Mr. Amit Baxi, Company Secretary and Mr. Manish Bohra, CFO, continue to function as Key Managerial Personnel of the Company during the year under review.

RATIFICATION OF APPOINTMENT OF STAUTORY AUDITORS

The Auditors, P. Singhvi & Associates, Chartered Accountants were re-appointed as the Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years up to the conclusion of the 17th Annual General Meeting in 2017. They are eligible for re-appointment for the financial year 2016-17. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting for a period up to the conclusion of the 17TH Annual General Meeting of the Company.

AUDITOR''S REPORT

The notes on account referred to in the Auditors'' Report are self-explanatory and therefore, do not call for any further explanations or comments.

There are no qualifications, reservations or adverse remarks or disclaimer made in the Auditors'' Report which requires any clarification or explanation.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed FCS Ira Baxi (FCS: 5456; CP: 4712), Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2016. The Secretarial Audit Report is annexed herewith as Annexure - II. 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.

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 entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business and as such provisions of Section 188(1) of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

All Related Party Transactions were placed before the Audit Committee and also to the Board for approval.

As required under Clause 23 of the SEBI (LODR) Regulations, 2015, the Company has formulated a policy on dealing with Related Party Transactions. The Policy has been uploaded on to the Company website www.somiinvestor.com

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.

RISK MANAGEMENT

The Company follows well-established and detailed risk assessment and minimization procedures, which are periodically reviewed by the Board. The Company has in place a business risk management framework for identifying risks and opportunities that may have a bearing on the organization''s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy. The Senior Management assists the Board in its oversight of the Company''s management of key risks, including strategic and operational risks, as well as the guidelines, policies and processes for monitoring and mitigating such risks under the aegis of the overall business risk management framework.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Company has established a vigil mechanism to be known as the ''Whistle Blower Policy'' for its Directors and employees, to report instances of unethical behavior, actual or suspected, fraud or violation of the Company''s

Code of Conduct. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Whistle Blower Policy has been uploaded on Company''s Website www.somiinvestor.com.

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 requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

INTERNAL FINANCIAL CONTROL

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Company has a well placed, proper and adequate IFC system which ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. The Company''s IFC system also comprises due compliances with Company''s policies and Standard Operating Procedures (SOP''s) and audit and compliance by in-house Internal Audit Division, supplemented by internal audit checks from B P Bang & Co, Jodhpur, the Internal Auditors and various transaction auditors. The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the majority of the transactions in value terms. Independence of the audit and compliance is ensured by direct reporting of Internal Audit Division and Internal Auditors to the Audit Committee of the Board. During the year the Internal auditors have also been engaged for providing assistance in improvising IFC framework (including preparation of Risk & Control Matrices for various processes) and deployment of Self Assessment Tool.

CORPORATE SOCIAL RESPONSIBILITY

Sustainable development has always been an integral part of our Company''s business strategy. Corporate Social Responsibility (CSR) being an integral part encompasses social, economic, and environmental actions. While philanthropy is one aspect of it, we also lend our support to building institutions, and supporting the preservation of our depleting natural resources by finding new technology that can offer safeguards against the global risks of climate change.

As per the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such companies are required to spend at least 2% of the average net profits of their three immediately preceding financial years on CSR-related activities.

Pursuant to Section 135 of the Companies Act, 2013 read with rules made there under, your Directors have constituted the Corporate Social Responsibility (CSR) Committee. The CSR Committee comprises of Mr. Om Prakash Bhansali who serves as Chairman of the Committee and Mr. Vimal Bhansali and Mr. Mahendra Kumar Rakecha as its members. The composition, terms of reference etc. of the CSR Committee are laid out in the Corporate Governance Report which forms part of this Annual Report. The said Committee has been entrusted with the responsibility and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy), monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR policy outlines the Company''s strategy to bring about a positive impact on society through programs relating to hunger, poverty, education, healthcare, environment and lowering its resource footprint. Further, the CSR policy of the Company has been uploaded on to the Company website www.somiinvestor.com.

A few of the projects undertaken by the Company are multi-year projects ensuring benefit for long run and are align with Company''s CSR Policy.

The Company''s CSR initiatives usually involve setting the foundation of various programs at a small scale to learn from on-ground realities, getting feedback from community and then putting an enhanced sustainable model to ensure maximum benefit to the community. For this reason, during the year, the Company was not able to spend 2% of average net profit of last three years. The CSR Committee has ensure the Board of the Company that the CSR activities are scalable which coupled with new initiatives that may be considered in future, moving forward the Company will endeavor to spend on CSR activities in accordance with the prescribed limits. The Annual Report on CSR activities is provided in Annexure - III to this Report.

CORPORATE GOVERNANCE

The Company recognizes its role as a corporate citizen and endeavors to adopt the best practices and the highest standards of corporate governance through transparency in business ethics, accountability to its customers, government and others. The Company''s activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them by adopting the best practices.

Your Company''s Board of Directors has developed a robust corporate governance framework to ensure we conduct our business responsibly. The nomination and remuneration committee of the Board is responsible for appointments to the Board. For this, the committee follows a set of criteria based on the belief that an active, diverse, well-informed and independent Board will ensure the highest standards of corporate governance. In line with our principles of corporate governance, the Board oversees how the Management serves and protects the long-term interests of our stakeholders. As on March 31, 2016, the majority of our Board members — Four out of Seven — are independent members. We follow the practice of nominating an independent director as the chairperson of our committees, namely, the audit, nomination and remuneration and stakeholders relationship and finance and investment committees.

A separate report on Corporate Governance Compliance as stipulated in regulations 17 to 27, Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraph C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included and forms part of the Annual Report along with the requisite Certificate regarding compliance of the conditions of Corporate Governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the requirements of the Listing agreement, a report on the Management''s Discussion and Analysis(MDA) which forms part of this Annual Report deals with Company''s Operational performance -industry trends and other material changes with respect to company and also current and future outlook of the Company.

SHARE REGISTRY ACTIVITIES

All work related to share registry is handled by Universal Capital Securities Pvt Ltd. (Formerly known as Mondkar Computers Private Limited), a Registrar and Share Transfer Agent registered with SEBI.

LISTING WITH STOCK EXCHANGE

Equity shares of your company have been listed on National Stock Exchange of India Limited with effect from 18th July, 2016 and the company continues to remain listed with Bombay Stock Exchange Limited .There are no arrears in payment of listing fees and the stipulated listing fee for financial year 2016-17 has been paid.

DEMATERIALIZATION OF SHARES

The shares of your company are traded in dematerialized form and are available for trading 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

The Company has maintained Health and Safety policy, which has been implemented across all its locations. Health, Safety and Environment policies involve identifying the risks involved in daily activities of the company so that it causes no harm to employees, environment and the public. The Company has taken all possible steps to promote the well-being of its employees. Our core principles of ''reuse’, ‘recycle'' and ‘replenish” are aimed at:

- Pollution Control

- Minimizing Waste

- Reduced Effluent Discharge

In pursuance to this Policy Your Company''s management has devoted their all efforts to protect and maintain safety environment in the Company. The Company has taken all possible measures to segregate Hazardous and non-hazardous substance. 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.

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 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 Kumar Rakecha

NIL

Mr. Yogesh Maheshwari

NIL

Mr. Sharad Gyanmal Nahata

NIL

Ms. Surbhi Rathi

NIL

Executive Directors

Mr. Om Prakash Bhansali

4.87 : 1

Mr. Vimal Bhansali

3.41 : 1

Mr. Gaurav Bhansali

3.41 : 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 Kumar Rakecha

-

Mr. Yogesh Maheshwari

-

Mr. Sharad Gyanmal Nahata

-

Ms. Surbhi Rathi

-

Mr. Om Prakash Bhansali, MD & CEO

-

Mr. Vimal Bhansali

-

Mr. Gaurav Bhansali

-

Mr. Manish Bohra, Chief Financial Officer

1.91%

Mr. Amit Baxi, Company Secretary

23.47%

Percentage in brackets represents negative percentage.

c) the percentage increase in the median remuneration of employees in the financial year 2.03%

d) the number of permanent employees on the rolls of company : 92

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 201516 (aggregated)

24.21

Revenue from operations

5748.37

Remuneration (as % of revenue)

0.42%

Profit before tax (PBT)

368.56

Remuneration (as % of PBT)

6.57%

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 16

As at 31st Mar 15

Variation

Closing rate of share at BSE

Rs.

42.00

49.00

7.00

EPS (Consolidated)

Rs.

1.94

3.63

1.69

Market Capitalization

Rs. (in lakhs)

4947.46

5772.03

824.57

Price Earnings Ratio

Ratio

21.65

13.50

8.15

percentage in brackets represents negative percentage.

h) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Not Applicable as there has been no increase in the Managerial Remuneration

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

6.00

4.20

4.20

6.21

3.60

Revenue

5748.37

5748.37

5748.37

5748.37

5748.37

Remuneration (as % of revenue)

0.10%

0.07%

0.07%

0.11%

0.06%

Profits before tax (PBT)

368.56

368.56

368.56

368.56

368.56

Remuneration (as % of PBT)

1.63%

1.14%

1.14%

1.68%

0.98%

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; 1.035: 1

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 and 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 measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

POLICY ON SEXUAL HARASSMENT OF EMPLOYEES

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. Internal Complaints Committee (ICC) has been constituted in accordance with the Act.

The ICC is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review there were no complaints referred to the ICC.

RESEARCH AND DEVELOPMENT

Research and developments are ongoing activities which have a significant role in providing inputs for developing new products, devising energy saving measures, upgrading methods of production and quality of products. These activities have helped the company in attaining leadership in its conveyor beltings products and substantial qualitative change in other operational areas. Raw material cost is continuously rising and is critical to the sustainability of manufacturers. Therefore, our R&D department seeks to maximize utilization of raw material.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules, 2014, 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 energy consumption in 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 (2015-16)

Previous Year (2014-15)

1. Electricity

KWH/MWH

-

-

a) Purchased

Unit

2,533,176.00

2,729,930.00

Total Amount

19,920,085.00

18,300,355.00

Rate/ Unit

7.86

6.70

b) Own Generation

NIL

NIL

NIL

2. Coal

NIL

NIL

NIL

3. Furnace oil

NIL

NIL

NIL

4. Others / internal generation

NIL

NIL

NIL

II. Consumption per unit of Production - unit (KMH/MT)

S.

Product

Standard Budget

Current Year (2015-16)

Previous Year (2014-15)

No.

Norms (2015-16) (Rs)

(Rs)

(Rs)

1

Conveyor Belt

90

88.27

61.29

(A) 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 (Rs. In Lakhs)

FOREIGN EXCHANGE

2015-16

2014-15

Foreign Exchange Earnings

439.51

623.54

Foreign Exchange Outgo

1124.33

2061.27

ACK MOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from the governmental authorities, companies, bankers, customers, vendors, investors and all other stake holders during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels, their competence and hard work have enabled your company to pass through difficult times. It looks forward to their support and co-operation in the future as well.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS OF

SOMI CONVEYOR BELTINGS LIMITED

O P BHANSALI GAURAV BHANSALI

Place : Jodhpur (Managing Director) (Whole time Director)

Date : 3rd September, 2016 DIN : 00351846 DIN : 00351860


Mar 31, 2014

The Members,

The Directors of your company have pleasure in presenting the Fourteenth Annual Report and the Audited Statements of Accounts of the Company for the year ended 31st March 2014.

(Rs. In Lakhs)

SUMMARISED FINANCIAL RESULTS 2013-14 2012-13 (Rs. In lacs) (Rs. In lacs)

Total Sales 6536.36 7907.23

Profit Before Interest, Depreciation and taxation 1061.63 1248.90

Interest 122.63 224.87

Depreciation 401.61 427.75

Profit Before Tax 537.39 596.28

Provision for Tax (159.60) (206.43)

Add/(Less) Deferred Tax (17.42) 4.14

Profit After Tax 360.36 393.99

Add: Balance Brought Forward 1271.05 877.06

Balance Carried Forward 1631.42 1271.05

OPERATIONS

Your company has achieved sales of Rs. 65,36,36,024.00 in year 2013-14 and recorded a net profit of Rs.3,60,36,264.00 during the year. The Board is confident of higher growth in the current year.

DIVIDEND

Despite modest profits posted by the company, your directors are of the opinion that, to make strong economic base for the company and in order to conserve the valued resources; your directors do not recommend any dividend for the financial year under review.

PUBLIC DEPOSITS

Your company has not accepted any deposit, within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 made there under.

DIRECTORS

Pursuant to the Provisions of the Companies Act, 2013, Mr. Yogesh Maheshwari, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Necessary resolution relating to re appointment is included in the notice convening the Annual General Meeting. The Board recommends the appointment of Mr. Yogesh Maheshwari.

In compliance with Clause 49 IV (G) of the listing Agreement, brief resume, expertise and other details of the Directors proposed to be reappointed is attached along with the Notice to the ensuing Annual General Meeting.

Mr. Sharad Gyanmal Nahata, was appointed as an Additional and Independent Director on the board of the Company with effect from 12th February 2014. He is being proposed to be appointed as Independent director for the period of Five years.

Necessary resolution relating to his appointment is included in the notice convening the Annual General Meeting. The Board recommends the appointment of Mr. Sharad Gyanmal Nahata.

In compliance with Clause 49 IV (G) of the listing Agreement, brief resume, expertise and other details of the Directors proposed to be appointed is attached along with the Notice to the ensuing Annual General Meeting.

During the year Mr. Ramesh Narayan Rathi, Independent and non –executive Director of the Company, resigned from the Company. The Board considered and accepted his resignation.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

a. that in the preparation of the annual accounts, 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 affairs of the Company as at 31st March, 2014 and of the profit 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, 1956, 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.

AUDITORS

Your company''s Auditors M/s P. Singhvi & Associates, Chartered Accountants, Jodhpur retire at the end of forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment for the period of Three years.

The Company has receive a letter from them to the effect that their re-appointment, if made, would be within the prescribed limit under Section 141 (3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment. The Board of Directors recommends their appointment from the conclusion of this meeting till the conclusion of the Seventeenth Annual General Meeting.

AUDITOR''S REPORT

The Explanations/information in respect of the observations of the Auditors in their report on the Standalone accounts for the accounting year ended 31st March, 2014 are given in detail in Notes . These Notes read with the relevant audit observations are self explanatory and need no comments or explanations.

CORPORATE SOCIAL RESPONSIBILITY

Somi Conveyor Beltings Limited believes to achieve sustainable development it is key to integrate Social, Economic and Environmental impact to the business and our business performance is inextricably linked to our CSR goals.

We believe that companies have a responsibility to give back to the communities that we interact with and business has to be done with a social conscience. Today the thematic areas that Somi Conveyor Beltings Limited works in for CSR activities across different geographies of its business is as follows:

- The company is regularly conducting medical camps on proving for health check up for the villagers living nearby its plant.

CORPORATE GOVERNANCE

The Company recognizes its role as a corporate citizen and endeavors to adopt the best practices and the highest standards of corporate governance through transparency in business ethics, accountability to its customers, government and others. The Company''s activities are carried out in accordance with good corporate practices and the Company is constantly striving to better them by adopting the best practices.

A separate report on Corporate Governance Compliance as stipulated by the Clause 49 of the Listing Agreement 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 Clause 49 of the Listing Agreement.



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the requirements of the Listing agreement, a report on the Management''s Discussion and Analysis(MDA) which forms part of this Annual Report deals with Company''s Operational performance - industry trends and other material changes with respect to company and also current and future outlook of the Company.

SHARE REGISTRY ACTIVITIES

All work related to share registry is handled by Universal Capital Securities Pvt Ltd. (Formerly known as Mondkar Computers Private Limited), a Registrar and Share Transfer Agent registered with SEBI.

LISTING WITH STOCK EXCHANGE

The equity shares of your company continue to remain listed with Bombay Stock Exchange Limited There are no arrears in payment of listing fees and the stipulated listing fee for financial year 2014-15 has been paid.

DEMATERIALIZATION OF SHARES

The shares of your company are traded in dematerialized form and are available for trading 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

The Company has maintained Health & Safety policy, which has been implemented across all its locations. Health, Safety and Environment policies involve identifying the risks involved in daily activities of the company so that it causes no harm to employees, environment and the public. The Company has taken all possible steps to promote the well-being of its employees. Our core principles of ''reuse'',''recycle''and''replenish" are aimed at:

- Pollution Control

- Minimising Waste

- Reduced Effluent Discharge

In pursuance to this Policy Your Company''s management has devoted their all efforts to protect and maintain safety environment in the Company. The Company has taken all possible measures to segregate Hazardous and non-hazardous substance. 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.

EMPLOYEES

During the year under review, there was no employee who came in the purview of Section 217 (2A) of the Companies Act, 1956.

RESEARCH AND DEVELOPMENT

Research and developments are ongoing activities which have a significant role in providing inputs for developing new products, devising energy saving measures, upgrading methods of production and quality of products. These activities have helped the company in attaining leadership in its conveyor beltings products and substantial qualitative change in other operational areas. Raw material cost is continuously rising and is critical to the sustainability of manufacturers. Therefore, our R&D department seeks to maximize utilization of raw material

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the Provisions of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

ENERGY CONSERVATION

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 energy consumption in the business.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy

NIL

(c) Impact of the measures at (a) to (b) above for reduction of energy consumption and consequent impact on the cost of production of goods.

The Measures refferd to under (a) will result in reduction of energy consumption as stated above.

(d) Total energy consumption and energy consumption per unit of production as per Form A in respect of industries specified in the Schedule.

B. TECHNOLOGY ABSORPTION

FORM B Disclosure of Particulars with respect to Technology Absorption

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company has no specific activity relating to Technology absorption and adaptation.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for the assistance and co-operation received from the governmental authorities, companies, bankers, customers, vendors, investors and all other stake holders during the year. Your Directors are also pleased to record their appreciation for the dedication and contribution made by employees at all levels, their competence and hard work have enabled your company achieve good performance and look forward to their support in the future as well.

FOR AND ON BEHALF OF THE BOARD

Place: Jodhpur O P BHANSALI GAURAV BHANSALI Date: 4th September, 2014 (Managing Director) (Whole time Director)


Mar 31, 2010

The Directors of your company have pleasure in presenting the Tenth Annual Report together with the audited statement of accounts for the year ended on 31st March, 2010.

SUMMARISED FINANCIAL RESULTS

2009-10 2008-09 (Rs. in lacs) (Rs. in lacs)

Total Sales 2339.74 2018.41

Profit Before Interest, Depreciation and taxation 566.55 443.63

Interest 111.60 104.65

Depreciation 257.35 124.56

Profit Before Tax 197.60 214.42

Provision for Tax 46.80 27.21

Add/(Less) Deferred Tax 4.61 (64.63)

Profit After Tax 155.40 122.58

Add: Balance Brought Forward 400.99 278.40

Balance Carried Forward 556.38 400.99

OPERATIONS

Your company has achieved sales of Rs. 23,39,74,941.00 in year 2009-10 and recorded a net profit of Rs. 15540307.00 during the year. The Board is confident of higher growth in the current year.

ADDITIONAL MANUFACTURING FACILITY

The company is also setting up two Additional conveyor manufacturing facilities (Lines) at its existing plant located at Village Tanawara, Jodhpur, Rajasthan. This will not only help the company in increasing its production capacity but will also help the company in becoming a formidable player in the conveyor belt manufacturing industry.

The Financial outflows on setting up these lines are mostly met out from internal accruals of the company and bank financing.

RESEARCH AND DEVELOPMENT

Research and developments are on going activities, which have a significant role in providing inputs for developing new products, devising energy saving measures, upgrading methods of production and quality of products. These activities have helped the company in attaining leadership in its conveyor beltings products and substantial qualitative change in other operational areas.

DIVIDEND

As a matter of sound and consistent accounting practice and management philosophy, your directors are of the opinion to make strong economic base for the company and in order to conserve the valued resources; your directors do not recommend any dividend for the financial year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In terms of Clause 41 of the Listing Agreement entered into with the Stock Exchanges and Accounting Standard (AS) 21 prescribed by the Institute of Chartered Accountants of India, the consolidated financial statements of the company are attached herewith.

PUBLIC DEPOSITS

Your company has not accepted any deposit, within the meaning of section 58-A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 made there under.

CORPORATE GOVERNANCE

Your Company has always remained proactive in following the principles and practices of good Corporate Governance as an important step towards building investor confidence, improve investors protection and maximize long-term shareholder value.

In compliance with one of the Corporate Governance requirements as per Clause 49 of the Listing Agreement, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto.

A separate report on Corporate Governance Compliance as stipulated by the Clause 49 of the Listing Agreement forms part of the Annual Report along with the requisite Certificate from the company auditors regarding compliance of the conditions of Corporate Governance as stipulated by revised Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the requirements of the Listing agreement, the Managements Discussion and Analysis on Companys Operational performance - industry trends and other material changes with respect to company has been comprehensively discussed under the head Management Discussion and Analysis Report which forms part of this Annual Report.

LISTING WITH STOCK EXCHANGE

The equity shares of the company continue to remain listed with Bombay Stock Exchange Limited and the stipulated listing fees for 2010-11 has been paid.

DIRECTORS

As per the provisions of Section 256 of the Companies Act, 1956 and provisions of the Articles of Association of the company Mr. Mahendra Kumar Rakecha, Independent Director of the company retires by rotation and being eligible, offers himself for re-appointment at the forthcoming Annual General Meeting. Necessary resolution relating to re appointment is included in the notice convening the Annual General Meeting. The Board recommends the appointment of Mr. Mahendra Kumar Rakecha.

In compliance with Clause 49 IV (G) of the listing Agreement, brief resume, expertise and other details of the Director proposed to be reappointed is attached along with the Notice to the ensuing Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, your directors confirm:

(a) that in the preparation of the annual accounts, 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 affairs of the Company as at 31st March, 2010 and of the profit 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, 1956, 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.

AUDITORS

Your companys Auditors M/s. P. Singhvi & Associates, Chartered Accountants, Jodhpur retire at the end of forthcoming Annual General Meeting and being eligible, have offered themselves for re-appointment. The Company has received a written certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

The Explanations/information in respect of the observations of the Auditors in their report on the Standalone accounts for the accounting year ended 31st March, 2010 are given in detail in Notes to Accounts. These Notes read with the relevant audit observations are self-explanatory and need no comments or explanations under Section 217(3) of the Companies Act, 1956.

INSURANCE

Assets of your Company remain adequately insured against various perils.

HEALTH, SAFETY AND ENVIRONMENT

The Company has Health & Safety policy, which has been implemented across all its locations. Health, Safety and Environment policies involve identifying the risks involved in daily activities of the Company and minimize its impact on personnel and environment. Your Companys management approach to 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. Proper segregation of hazardous and non-hazardous waste is being implemented on a regular basis.

EMPLOYEES

During the year under review, there was no employee who came in the purview of Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Information in accordance with the Provisions of section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are as follows:

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 energy consumption in the business.

ACKNOWLEDGEMENT

The Directors extend their sincere thanks to the Bankers, Financial Institutions, Government authorities, Customers, Shareholders of your Company and all others who have been associated with the Company for their cooperation, continued support and for the confidence reposed by them in the Management of the Company. The Directors also appreciate all the employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company continues be a significant and leading player in its sector.

FOR AND ON BEHALF OF THE BOARD

Place: JODHPUR O.P. BHANSALI GAURAV BHANSALI

Date: 1st September, 2010 (Managing Director) {Whole time Director)

Find IFSC