Soma Papers & Industries Ltd.
|BSE: 516038||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE737E01011|
|BSE 15:07 | 22 May||Soma Papers & Industries Ltd|
|NSE 05:30 | 01 Jan||Soma Papers & Industries Ltd|
|BSE: 516038||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE737E01011|
|BSE 15:07 | 22 May||Soma Papers & Industries Ltd|
|NSE 05:30 | 01 Jan||Soma Papers & Industries Ltd|
Your Directors have great pleasure in presenting the Twenty Sixth (26th)Annual Report along with the Audited Statement of Accounts for the year ended 31 March2017.
1. FINANCIAL HIGHLIGHTS:
2. OPERATIONAL REVIEW:
The company had to stop its manufacturing activity w.e.f. 4 August 2004 as the samehad become totally unviable. As the company has not carried out any activity during theyear your Company has earned an income of Rs.2.45 Lakh during the year as compared toRs.5.95 Lakh earned in the previous year. The company has achieved Profit after Taxes of(Rs.1.31) Lakh as compared to Profit after Taxes of (Rs.14.58) Lakh in immediatelypreceding financial year.
Since the Company has not earned any profit during the year the Directors regret theirinability to propose any dividend.
4. TRANSFER TO GENERAL RESERVE:
There was no amount transferred to General Reserve during the year.
5. SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at 31 March 2017 was Rs.14021500/- divided into1402150 Equity Shares having face value of Rs.10/- each fully paid up. During the yearunder review the Company has not issued any shares with differential voting rights norgranted any stock options neither any sweat equity.
6. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:
The company has one subsidiary Company namely M/s. Vecron Industries Ltd.
7. PUBLIC DEPOSITS:
Your Company has not accepted any Deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014during the year under review.
8. PARTICULARS OF LOANS GUARANTEES/SECURITIES OR INVESTMENTS:
There were no guarantees/securities or investments made by the Company under Section186 of the Companies Act 2013 during the year under review. The details of the loansgiven by the Company have been disclosed in the Notes to Accounts of the financialstatements.
9. CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 were not applicable to the Companyfor the financial year ended 31 March 2017.
10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
The Company has lost against the appeal filed by the alleged purchaser of the movableand immovable assets auctioned by Bank of India owned by the Company in the High Courtof Mumbai. Therefore the Company is considering to file an appeal in the Supreme Court.
11. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report as AnnexureA' and forms an integral part of this Report.
12. BOARD OF DIRECTORS:
Your Company has Five (5) Directors of which Two (2) are Independent Directors.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Vikram Somani (DIN: 00054310) retires byrotation and being eligible offer himself for re-appointment. All the IndependentDirectors have submitted the declaration of Independence as required pursuant to Section149(7) of the Companies Act 2013 stating that they meet the criteria of Independenceprovided under Section 149(6) of the Act and Regulation 16(b) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained Directors make the following statement in terms of Section 134(5)of the Companies Act 2013: (a) in the preparation of the Annual Accounts for thefinancial year ended 31 March 2017 the applicable accounting standards had been followedalong with proper explanation relating to material departures if any; (b) the Directorshad selected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit/loss of thecompany for that period; (c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting frauds andother irregularities; (d) the Directors had prepared the annual accounts on a goingconcern basis; (e) the Directors had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively; and (f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
14. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and under Regulation 17 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hascarried out an evaluation after taking into consideration various aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties remuneration obligations and governance. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and the Non-Independent Directors was carried outby the Independent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
15. MEETING OF BOARD OF DIRECTORS OF THE COMPANY:
During the year under review (five) 5 Board Meetings were convened and held on 30 May2016 29 July 2016 20 October 2016 23 December 2016 and 2 February 2017. Details ofthese are as follows:
16. KEY MANAGERIAL PERSONNEL:
The following are the Key Managerial Personnel of the Company:
17. AUDIT COMMITTEE:
In accordance with the provisions contained in Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and in consonance with theprovisions of Section 177 of the Companies Act 2013 the Board of Directors hadconstituted an Audit Committee comprising of 3 Directors. The broad terms of reference ofthe Audit Committee are in consonance with the provisions of Section 177 of the CompaniesAct 2013 and the Listing Regulations.
The Committee acts as a link between the Management the Statutory Auditors and theBoard of Directors of the Company. The Committee focuses its attention on monitoring thefinancial reporting system within the Company considering Quarterly & AnnualFinancial Results of the Company and submitting its observations to the Board of Directorsbefore it is adopted by the Board review of internal audit report internal controlsystem audit methodology and process major accounting policies and practices andcompliance with accounting standards. Committee also reviews the legal compliancereporting system.
The particulars of the Members of the Audit Committee and their attendance at theMeetings are as under:
The Audit Committee meetings were held on 30 May 2016 29 July 2016 20 October 201623 December 2016 and 2 February 2017 and all the members of the Audit Committee werepresent.
18. NOMINATION AND REMUNERATION COMMITTEE:
The Board of Directors of the Company had constituted a Nomination andRemuneration Committee' in order to align it with the provisions of Section 178 of theCompanies Act 2013 and Regulation 19 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Board of Directors has also framed a policy which lays down a framework in relationto remuneration of Directors Key Managerial Personnel and Senior Management of theCompany. The policy lays down the criteria determining qualifications positiveattributes independence of a director and other matters pursuant to the provisions ofsub-section (3) of
Section 178 of the Companies Act 2013.
The particulars of the Members of the Nomination and Remuneration Committee and theirattendance at the Meeting are as under:
The Nomination and Remuneration Committee meeting were held on 30 May 2016 29 July2016 20 October 2016 23 December 2016 and 2 February 2017 and all the members werepresent in the meeting.
19. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board of Directors of the Company had constituted Stakeholders RelationshipCommittee in order to align it with the provisions of Section 178 of the Companies Act2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Committee had been constituted to strengthen the investor relationsand to inter-alia look into issues relating to shareholders grievances pertaining totransfer of shares non- receipt of declared dividends non-receipt of Annual Reportissues concerning de-materialization etc.
The particulars of the Members of the Stakeholders Relationship Committee and theirattendance at the Meetings are as under:
The Stakeholders Relationship Committee Meetings were held on 30 May 2016 29 July2016 20 October 2016 23 December 2016 and 2 February 2017
The details of the Complaints received during the year under review are as follows:
There were no complaints pending for action as on 31 March 2017.
20. MEETING OF INDEPENDENT DIRECTORS:
During the year under review pursuant to Regulation 25(3) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Independent Directors of the Companymet on 27 March 2017 inter-alia to discuss:
1. Evaluation of performance of Non-Independent Directors and Board of Directors of theCompany as a whole.
2. Evaluation of performance of the Chairman of the Company taking into account theviews of Executive and Non-Executive Directors.
21. RISK MANAGEMENT COMMITTEE:
As per Regulation 21 of the SEBI (Listing Regulations and Disclosure Requirements)Regulation 2015 is applicable only to top 100 listed entities; hence the company is notrequired to constitute a Risk Management Committee.
22. REMUNERATION AND SITTING FEES:
The details of Remuneration paid and Sitting Fees paid are as follows:
23. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has framed a Vigil Mechanism/Whistle Blower Policy toreport genuine concerns grievances frauds and mismanagements if any. The VigilMechanism/Whistle Blower Policy has been posted on the website of the Company.
24. RELATED PARTY TRANSACTIONS:
The Company has not entered into any related party transactions which falls under theprovisions of Section 188 of the Companies Act 2013 and the Rules made thereunder. Alsothere are no materially significant related party transactions made by the Company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with the interest of the Company at large.
25. DEPOSITORY SERVICES:
The Company's Equity Shares have been admitted to the depository mechanism of both thedepositories i.e. National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL). The Company has been allotted ISIN No. INE737E01011.
Therefore Shareholders are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.
26. CODE OF CONDUCT:
Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. This will help indealing with ethical issues and also foster a culture of accountability and integrity. Allthe Board Members and Senior Management Personnel have confirmed compliance with the Code.
27. STATUTORY AUDITORS:
M/s. Dharmesh Shah & Co. Chartered Accountants Mumbai (Firm Registration No.138794W) have been appointed as the Statutory Auditors of the Company to hold the officefrom the conclusion of the 23rd Annual General Meeting (AGM) until theconclusion of the 28th Annual General Meeting. As required under the provisionsof Section 139 of the Companies Act 2013 the Company has obtained written confirmationfrom M/s. Dharmesh Shah & Co. that their appointment if made would be in conformitywith the limits specified in the said Section.
28. SECRETARIAL AUDIT:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the company has appointed M/s. GMJ & Associates practicing CompanySecretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditreport is annexed herewith as Annexure B' and forms an integral part to this Report.
29. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
There are no adverse observations of the Statutory Auditors and Secretarial Auditors intheir Report.
30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an in house Internal Control System commensurate with the size scaleand complexity of its operations. The scope and authority of the Internal Audit functionis defined by the Audit Committee. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the internal audit function the Company undertakes corrective action in theirrespective areas and thereby strengthens the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.
31. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Provisions of Corporate Governance are not applicable to the Company &Management Discussion and Analysis Report is attached as Annexure C' and forms anintegral part to this Report.
32. PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNING AND OUTGO:
Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014:
33. SEXUAL HARASSMENT:
The Company had constituted an Internal Complaint Committee as required under Section 4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the Rules made thereunder. During the year under review no complaints werereported.
34. SAFETY ENVIRONMENT CONTROL AND PROTECTION:
The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources.
35. PARTICULARS OF EMPLOYEES:
No employee was in receipt of remuneration exceeding the limits as prescribed under theprovisions of Section 197 of the Companies Act 2013 and read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no suchparticulars are furnished.
The Company's Equity Shares are listed on Bombay Stock Exchange (BSE) Limited.
37. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:
The company has in place adequate internal financial controls commensurate with thesize scale and complexity of its operations. The Company has policies and procedures inplace for ensuring proper and efficient conduct of its business the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial information.The company has adopted accounting policies which are in line with the accountingstandards and the Companies Act 2013.
38. REPORTING OF FRAUDS:
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Acts & Rules framed thereunder either to the Company or to the CentralGovernment.
39. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which occurred during between the end of the financial year to which thefinancial statements relate and the date of this report.
Your Directors would like to express their sincere appreciation to the company'sShareholders
Vendors and Stakeholders including Banks other business associates who have extendedtheir valuable sustained support and encouragement during the year under review. YourDirectors also wish to place on record their appreciation for impressive growth achievedthrough the competence hard work solidarity co-operation and support of employees atall levels.
For and on behalf of the Board of Directors of SOMA PAPERS AND INDUSTRIES LIMITED
Mumbai 29 May 2017
Bharat Somani (DIN 00286793)
Vikram Somani (DIN 00054310)