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Soma Papers & Industries Ltd.

BSE: 516038 Sector: Industrials
NSE: N.A. ISIN Code: INE737E01011
BSE 00:00 | 04 Mar Soma Papers & Industries Ltd
NSE 05:30 | 01 Jan Soma Papers & Industries Ltd
OPEN 14.60
PREVIOUS CLOSE 14.60
VOLUME 5000
52-Week high 14.60
52-Week low 0.00
P/E 4.87
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 14.60
Sell Qty 1900.00
OPEN 14.60
CLOSE 14.60
VOLUME 5000
52-Week high 14.60
52-Week low 0.00
P/E 4.87
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 14.60
Sell Qty 1900.00

Soma Papers & Industries Ltd. (SOMAPAPERS) - Director Report

Company director report

Your Directors have great pleasure in presenting the Twenty-Ninth (29th)Annual Report along with the Audited Statement of Accounts for the year ended 31stMarch 2020.

1. FINANCIAL HIGHLIGHTS:

(Amount in Rs.)
Particulars Year ended 31st March 2020 Year ended 31st March 2019
Revenue from Operations - -
Other Income 502721 3725687
Total Revenue 502721 3725687
Less: Total Expenses 1664773 7800960
Profit/Loss before Tax (1162052) (4075273)
Less: Tax Expenses - -
Current Tax - -
Earlier Years Tax - -
Deferred Tax - -
Profit/Loss after Tax (1162052) (4075273)

2. OPERATIONAL REVIEW:

The company had to stop its manufacturing activity w.e.f. 4th August 2004as the same had become totally unviable. As the company has not carried out any businessactivity during the year your Company has earned income through other sources ofRs.502721/- during the year as compared to Rs.3725687/- earned in the previous year.The company has incurred Loss after Tax of Rs.1162052/- as compared to Loss after Tax ofRs.4075273/- in the immediately preceding financial year.

3. DIVIDEND:

Since the Company has not earned any profit during the year the Directors regret theirinability to propose any dividend.

4. TRANSFER TO RESERVES:

There was no amount transferred to Reserves during the year.

5. SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital as at 31st March 2020 was Rs.14021500/-divided into 1402150 Equity Shares having face value of Rs.10/- each fully paid up.During the year under review the Company has not issued any shares with differentialvoting rights nor granted any stock options neither any sweat equity.

6. CHANGES IN NATURE OF BUSINESS:

No significant changes had been made in the nature of the business of the Companyduring the financial year.

7. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company does not have any Joint Venture or Associate Company during the period ofreporting.

8. 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.

9. PARTICULARS OF LOANS. GUARANTEES/SECURITIES OR INVESTMENTS:

There were no loans given guarantees/ securities provided by the Company under Section186 of the Companies Act 2013 during the year under review. The details of Investmentsmade by the Company have been disclosed in the Notes to Accounts of the financialstatements.

10. 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 2020.

11. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant or material orders passed by the regulators or courtsimpacting the going concern status of the company and its future operations.

12. COVID-19:

In the last month of the financial year 2019-2020 there was an outbreak of COVID-19commonly known as Coronavirus; a nationwide pandemic that developed rapidly into a globalcrisis which resulted in a lock-down of all the economic activities in the countryaffecting all the Companies across all industries. For the Company the focus immediatelyshifted to ensure the health and wellbeing of all the employees and to curb the disruptionto services for all our services globally.

The Company has also shown quick response and filled the voluntary form on COVID-19(Company Affirmation of Readiness towards COVID-19) deployed on the website of theMinistry of Corporate Affairs on 23rd March 2020 and has followed all thenecessary guidelines of the same.

13. 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 Annexure‘A' and forms an integral part of this Report.

14. BOARD OF DIRECTORS:

Your Company has Six (6) Directors of which Three (3) are Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mrs. Saraswati Somani (DIN: 00286741) retires byrotation and being eligible offers herself for re-appointment.

During the year under review Mr. Bharat Somani (DIN: 00286793) had been appointed asManaging Director of the Company w.e.f. 22nd March 2019 from Director to holdoffice for a consecutive term of 5 (Five) years which was approved by the members at the28th Annual General Meeting which was held on 30th September 2019.

During the year under review the appointment of Mr. Ashish Gupta (DIN: 07466821) wasregularized as Independent Director of the Company and the same was approved by themembers at the 28th Annual General Meeting held on 30th September2019.

During the year under review the appointment of Mr. Dharmesh Shah (DIN: 01000335) wasregularized as Independent Director of the Company as the same was approved by the membersat the 28th Annual General Meeting held on 30th September 2019.

During the year under review the appointment of Mrs. Saraswati Somani (DIN: 00286741)was regularized as Non-Executive Director of the Company and the same was approved by themembers at the 28th Annual General Meeting held on 30th September2019.

Pursuant to the provisions of the Act and based on the recommendation of the Nominationand Remuneration Committee the Board had recommended re-appointment of Mr. GovindlalManasawala (DIN: 01267114) as an Independent Non-Executive Director for a second term of 5(Five) consecutive years w.e.f. 15th October 2019 upto 14thOctober 2014 and the same was approved by the members through Special Resolution at the28th Annual General Meeting held on 30th September 2019.

KEY MANAGERIAL PERSONNEL:

There were no changes in the composition of Key Managerial Personnel of the companyduring the financial year under review.

However Mr. Rajesh Babarao Kadu resigned from the office of Company Secretary &Compliance Officer of the Company w.e.f. 29th June 2020 due to personalreasons.

In order to fill the vacancy created by resignation of Mr. Rajesh Babarao Kadu thecompany has appointed Mr. Ajaykumar Nareshkumar Kabra as the Company Secretary andCompliance Officer of the Company w.e.f. 1st July 2020 pursuant to theprovisions of Section 203 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules

2014 and Regulation 6(1) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

15. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent Directors have submitted the declaration of Independence asrequired pursuant to Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of Independence provided under Section 149(6) of the Act and Regulation 16(1)(b)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. In theopinion of the Board the Independent Directors fulfil the conditions of independencespecified in Section 149(6) of the Act and Regulation 16(1) (b) of the ListingRegulations.

In terms of Section 150 of the Companies Act read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they are in the process of getting themselves registered withthe databank maintained by The Indian Institute of Corporate Affairs.

STATEMENT ON INTEGRITY EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors regardingtheir Integrity Expertise and Experience.

16. 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 the financial year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanation relating to material departures if any;

b. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting frauds and other irregularities;

d. the Directors had prepared the annual accounts on a going concern basis;

e. the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. if the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

17. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the company has implemented a system of evaluating performance of the Board of Directorsand of its Committees and individual directors on the basis of evaluation criteriasuggested by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations2015. Accordingly the Board has carried out an evaluation of its performance after takinginto consideration various performance related aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties remuneration obligations and governance. The performance evaluation ofthe Board as a whole was carried out by the Independent Directors in their meeting held on1st February 2020.

Similarly the performance of various committees individual Independent Directors wasevaluated by the entire Board of Directors (excluding the Director being evaluated) onvarious parameters like engagement analysis decision making communication and interestof stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual directors.

18. MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY:

During the year under review (Four) 4 Board Meetings were convened and held on 25thMay 2019 10th August 2019 31st August 2019 11thNovember 2019 and 1st February 2020. The details of the meetings are asfollows:

Director Category of Directorship

Meetings

Held Attended
Saraswati Somani Non-Executive - Non Independent Director 5 5
Bharat Somani Managing Director 5 5
Vikram Somani Non-Executive - Non Independent Director 5 5
Govind Manasawala Non-Executive - Independent Director 5 5
Ashish Gupta Non-Executive - Independent Director 5 5
Dharmesh S. Shah Non-Executive - Independent Director 5 5

19. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company:

Sr. No. Name Designation

1. Bharat Somani Managing Director

2. Vikram Somani Chief Financial Officer

3. Rajesh Babarao Kadu* Company Secretary

*Mr. Ajay Kumar Naresh Kumar Kabra has been appointed as Company Secretary andCompliance Officer of the Company w.e.f. 1st July 2020 in place of Mr. RajeshBabarao Kadu who has resigned from the respective post w.e.f. 29th June 2020.

20. 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 internal control system audit methodology andprocess major accounting policies and practices and compliance with accounting standards.Committee also reviews the legal compliance reporting system.

The particulars of the Members of the Audit Committee and their attendance at theMeetings are as under:

Director Designation Category of Directorship

Meetings

Held Attended
Ashish Prakashchandra Gupta Chairman Non-Executive - Independent Director 4 4
Vikram Somani Member Non-Executive - Non Independent Director 4 4
Govind Manasawala Member Non-Executive - Independent Director 4 4

During the year under review Mr. Ashish Prakashchandra Gupta was inducted as aChairman of the Committee with effect from 25th May 2019.

The Audit Committee meetings were held on 25th May 2019 10thAugust 2019 11th November 2019 and 1st February 2020 and all themembers of the Audit Committee were present.

21. NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company had constituted a Nomination and RemunerationCommittee in order to align it with the provisions of Section 178 of the Companies Act2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements)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:

Director Designation Category of Directorship

Meetings

Held Attended
Ashish Prakashchandra Gupta Chairman Non-Executive - Independent Director 2 2
Dharmesh Shah Member Non-Executive - Independent Director 2 2
Govind Manasawala Chairman Non-Executive - Independent Director 2 2

During the year under review Mr. Ashish Prakashchandra Gupta was inducted as aChairman of the Committee and Mr. Dharmesh Shah was inducted as the Member of theCommittee with effect from 25th May 2019.

The Nomination and Remuneration Committee meeting was held on 25th May 2019and 1st February 2020 and all the members of the Committee were present in themeeting.

22. 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 nonreceipt 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:

Director Designation Category of Directorship

Meetings

Held Attended
Ashish Prakashchandra Gupta Chairman Non-Executive - Independent Director 4 4
Dharmesh Shah Member Non-Executive - Independent Director 4 4
Govind Manasawala Chairman Non-Executive - Independent Director 4 4

During the year under review Mr. Ashish Prakashchandra Gupta was inducted as aChairman of the Committee and Mr. Dharmesh Shah was inducted as the Member of theCommittee with effect from 25th May 2019.

The Stakeholders Relationship Committee Meetings were held 25th May 2019 10thAugust 2019 11th November 2019 and 1st February 2020 and all themembers of the Committee were present.

The details of the Complaints received during the year under review are as follows:

Nature of Complaints Received Pending Disposed
Non receipt of Annual Report - - -
Non Receipt of Share Certificates after transfer - - -
Non Receipt of Demat Rejected S/ Cs - - -
Others - - -

There were no complaints pending for action as on 31st March 2020.

23. MEETING OF INDEPENDENT DIRECTORS:

During the year under review pursuant to Regulation 25(3) of SEBI (Listing Obligationsand Disclosure

Requirements) Regulations 2015 all the Independent Directors of the Company met on 1stFebruary

2020 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 Non-Executive Directors;

3. Assess the quality quantity and timeliness of flow of information between themanagement of the listed company and the Board of Directors that is necessary for theBoard of Directors to effectively and reasonably perform their duties.

24. RISK MANAGEMENT COMMITTEE:

As per Regulation 21 of the SEBI (Listing Regulations and Disclosure Requirements)Regulation

2015 is applicable only to top 500 listed entities; hence the company is not requiredto constitute a

Risk Management Committee.

25. REMUNERATION AND SITTING FEES:

The details of Remuneration and Sitting Fees paid are as follows:

Director Category of Directorship Remuneration Sitting Fees
Saraswati Somani Non-Executive - Non Independent Director Nil Nil
Bharat Somani Managing Director Nil Nil
Vikram Somani Non-Executive - Non Independent Director Nil Nil
Govind Manasawala Non-Executive - Independent Director Nil Nil
Ashish Gupta Non-Executive - Independent Director Nil Nil
Dharmesh S. Shah Non-Executive - Independent Director Nil Nil

26. 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.

27. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into by the company pursuant to theprovisions of Section 188 of the Companies Act 2013 and the rules made thereunder were inthe ordinary course of business and at arm's length basis. Further there are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withthe interest of the Company at large.

28. 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.

29. 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. All the Board Members and SeniorManagement Personnel have confirmed compliance with the Code.

30. STATUTORY AUDITORS:

M/s. GMJ & Co. Chartered Accountants (Firm Registration No. 103429W) who are theStatutory Auditors of the Company holds office up to the conclusion of the Annual GeneralMeeting in the financial year 2023-2024 as per the resolution passed in the Annual GeneralMeeting held on 29th September 2018.

31. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethere under 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.

32. AUDITORS REPORT/ SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealtwith in the Notes to the Accounts which are self-explanatory and therefore do not callfor any further comments.

As required under Section 204(1) of the Companies Act 2013 the Company has obtained aSecretarial Audit Report. The report of Secretarial Auditors contains Qualificationsregarding Noncompliance of Secretarial Standards 1 - Board Meeting and SecretarialStandards 2 - General Meeting issued by The Institute of Company Secretaries of IndiaAbsence of information of borrowings in its Financial Statements as on 31stMarch 2020 and non-compliance of certain regulations of The Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 andnon-timely disclosure under The Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015.

DIRECTORS' CLARIFICATION:

With regards to absence of information of borrowings in its Financial Statements as on31st March 2020 the directors are constantly following up with banks for thepurpose. They hope to complete the task of charge satisfaction during the currentfinancial year.

With regards to the other observations in the report the Company is under the processof complying with the same and would ensure in future that all the provisions arecomplied.

33. INTERNAL CONTROL SYSTEMS AND THETR 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.

34. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The provisions of Corporate Governance are not applicable to the Company and ManagementDiscussion & Analysis Report is attached as Annexure ‘C' and forms an integralpart to this Report.

35. PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO:

Information under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014:

A. Conservation of Energy Not Applicable
B. Technology Absorption Not Applicable
C. Foreign Exchange Earnings & Outgo
Foreign Exchange Earned Nil
Foreign Exchange Outgo Nil

36. 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 there under. During the year under review no complaints werereported.

37. SECRETARIAL STANDARDS:

The Company has devised proper systems and is in the process to ensure compliance withthe provisions of all applicable Secretarial Standards issued by The Institute of CompanySecretaries of India and that such systems are adequate and operating effectively.

38. 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.

39. PARTICULARS OF EMPLOYEES:

The requisite details in respect of employees of the Company required pursuant to Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure ‘D' and forms an integral part of this report.

40. LISTING:

The Company's Equity Shares were re-listed on Bombay Stock Exchange (BSE) w.e.f. 4thApril 2019.

41. INTERNAL FINANCIAL CONTROL AND THETR 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.

42. REPORTING OF FRAUDS:

During the year under review there have been no instances of fraud reported by theStatutory Auditors under Section 143(12) of the Act & Rules framed thereunder eitherto the Company or to the Central Government.

43. 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.

44. REGISTERED OFFICE OF THE COMPANY:

During the year under review the Registered Office of the Company has been shiftedfrom G. D. Somani Marg Panchak Nasik Road Nasik - 422101 Maharashtra to 3rdFloor Indian Mercantile Chambers Ramji Kamani Marg Ballard Estate Mumbai 400001.

45. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the company.

46. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on 3st March 2020 the Board had 6 (Six)Director 2 (Two) Executive Directors and 3 (Three) Independent Directors and 1 (One) ofthe Non-Executive Director on the Board is a Women. The policy of the Company ondirectors' appointment and remuneration including the criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 is available onour website.

47. APPRECIATION:

Your Directors would like to express their sincere appreciation to the company'sShareholders Vendors and Stakeholders including Banks other business associates whohave extended their valuable sustained support and encouragement during the year underreview. Your Directors also wish to place on record their appreciation for impressivegrowth achieved through the competence hard work solidarity cooperation and support ofemployees at all levels.

For and on behalf of the Board of Directors For Soma Papers and Industries Limited

Vikram Somani Bharat Somani
Director & CFO Managing Director
(DIN: 00054310) (DIN: 00286793)

Registered Office:

3rd Floor Indian Mercantile Chambers Ramji Kamani Marg Ballard EstateMumbai 400001. Place: Mumbai Date: 29th June 2020

.