To

The Members

Somi Conveyor Beltings Limited

Jodhpur.

The Directors of your company have pleasure in presenting the 19th Annual Reporttogether with the audited statement of accounts for the year ended March 31 2019.

(Rs. in Lakhs)

OPERATIONS

During the Financial Year under review the Company has achieved Turnover of Rs.5990.14 Lakhs as against Rs. 6472.08 Lakhs in the previous year and the Net Profit afterTax of Rs.154.62 Lakhs as against Rs.101.11 Lakhs in the previous year resulting indecrease in Turnover of Company by 7.45 % and increase in Profits of the Company by 52.92%during the Financial Year 2018-19. The Board is confident of higher growth in the currentyear.

The Company does not have any Subsidiary Company Associate Company or any other JointVenture; therefore it is not required to prepare Consolidated Financial Statements.

DIVIDEND

The Board of Directors do not recommended any dividend for the year ended 31st March2019 in order to conserve the funds for the growth of the Company.

TRANSFER TO RESERVE

The provisions of the Companies Act 2013 do not mandate any transfer of profits toGeneral Reserve. Hence no transfer has been made to the General Reserve for the yearunder review.

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 attachedto this Board's Report in Form MGT-9 as Annexure I and the same is available on thewebsite of the Company.

MEETINGS OF THE COMPANY

During the current financial year the Board of Directors of the Company duly met Fivetimes on 30.05.2018

14.08.2018 03.09.2018 14.11.2018 and 14.02.2019 of which proper notices were givenand the proceedings were properly recorded and signed in the Minutes Book as required bythe Articles of Association of the Company and the Act. Detail information is given in theCorporate Governance Report.

The intervening gap between two consecutive meetings was within the period prescribedunder the Companies Act 2013 and the Listing Regulations.

DETAILS OF COMMITTEE OF DIRECTORS

Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors Stakeholder Relationship Committee of Directors Corporate SocialResponsibility Committee of Directors; number of meetings of each Committee held duringthe financial year 2018-19 and meetings attended by each member of the Committee asrequired under the Companies Act 2013 are provided in Corporate Governance Report andforms part of this report.

The recommendation(s) by the Audit Committee as and when made to the Board have beenaccepted by it.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

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

The term of Mr. Sharad Gyanmal Nahata as Independent Director was upto 30th September2019. The Board of Directors on the recommendation of the Nomination and RemunerationCommitted has re-appointed Mr. Sharad Gyanmal Nahata as Independent Director for theSecond Term of 5 (five) consecutive years commencing from 1st October 2019 to 30thSeptember 2024. There were no changes in Key Managerial Personnel during the year underreview.

Directors Training and Familiarization Programmes and Board Evaluation Process

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

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed both under the Companies Act2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) that in the preparation of the annual accounts the applicable accounting standardshave 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 andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2019 and of the profit orloss of the Company for the year ended on that date;

c) that they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 andthat such internal financial controls are adequate and operating properly; and f) thatthey have devised proper systems to ensure compliance with the provisions of allapplicable 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 determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of section 178 are provided in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of theCompanies Act 2013 are as follows: Mr. O.P. Bhansali Chairman and Managing Director Mr.Vimal Bhansali Whole-time Director Mr. Gaurav Bhansali Whole-time Director Mr. AmitBaxi Company Secretary Mr. Manish Bohra Chief Financial Officer During the year therewas no change (appointment or cessation) in the office of KMP.

STATUTORY AUDITORS

M/s. SINGHVI & MEHTA Chartered Accountants (Firm Registration No. 002464W) wereappointed as Statutory Auditors of your Company at the 17th AGM of the Company held onSeptember 29 2017 till the conclusion of the 22nd AGM of the Company to be held in theyear 2022 subject to annual ratification by members at every Annual General Meeting onsuch remuneration as may be decided by the Audit Committee of the Board. The Ministry ofCorporate Affairs has vide notification dated 7th May 2018 obliterated the requirement ofseeking Member's ratification at every AGM on appointment of Statutory Auditor duringtheir tenure of 5 years.

REPORT OF STATUTORY AUDITORS

M/s. Singhvi & Mehta Chartered Accountants have submitted their Report on theFinancial Statements of the Company for the FY 2018-19 which forms part of the AnnualReport 2018-19. The notes on financial statements referred to in the Auditors' Report areself-explanatory and therefore do not call for any further explanations or comments.

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

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 theapproval of its Board appointed FCS Ira Baxi (FCS: 5456; CP: 4712) Company Secretary inPractice to undertake the Secretarial Audit of the Company for the financial year endedMarch 31 2019. The Secretarial Audit Report is annexed herewith as Annexure - II.

There are no qualifications reservation or adverse remark or disclaimer made by theSecretarial auditor in the report save and except disclaimer made by them in discharge oftheir professional obligation.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company confirms compliance with the applicable requirements of SecretarialStandards 1 and 2.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT

The Statutory Auditors and Secretarial Auditor of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made thereunder.

MAINTENANCE OF COST AUDIT RECORDS

The maintenance of cost audit records is not applicable to the Company as per theamended Companies (Cost Records and Audit) Rules 2014 prescribed by the CentralGovernment under Section 148(1) of the Companies Act 2013.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Information regarding loans guarantees and investments covered under the provisions ofsection 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'slength basis and in the ordinary course of business and as such provisions of Section188(1) of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC-2 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel.

All Related Party Transactions were placed before the Audit Committee and also beforethe Board for approval. As required under Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated a policy on dealingwith Related Party Transactions. The Policy has been uploaded on to the Company websitewww.somiinvestor.com Pursuant to Schedule V (A)(2A) of SEBI (LODR)Regulations2015 detailsof transaction that took place during the year with Related Parties are listed below:

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.

DIVIDEND DISTRIBUTION POLICY

Dividend Distribution Policy of the Company as required under the Listing Regulationswas adopted to set out the parameters and the circumstances that will be taken intoaccount by the Board in determining the distribution of dividend to its shareholders. Thepolicy is available on the Company's website at www.somiinvestor.com.

RISK MANAGEMENT

Your Company recognises that managing risk is an integral part of the good managementpractice and an essential element of good corporate governance. It aims to have a commonformalised and systematic approach for managing risk and implementing a risk managementprocess across the Company. The intent of the policy is to ensure the effectivecommunication and management of risk across all risk categories. The Company hasidentified element of risk which may threaten the existence and financial position of theCompany which are set out in the Management Discussion and Analysis Report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company promotes ethical behaviour in all its business activities and in line withthe best international governance practices.The Company is committed to the high standardsof Corporate Governance and stakeholder responsibility.

The Company has established a vigil mechanism to be known as the 'Whistle BlowerPolicy' for its Directors and employees to report instances of unethical behaviouractual or suspected fraud or violation of the Company's Code of Conduct. The aim of thepolicy is to provide adequate safeguards against victimization of whistle blower whoavails of the mechanism and also provide direct access to the Chairman of the AuditCommittee in appropriate or exceptional cases. Whistle Blower Policy has been uploaded onCompany's Website www.somiinvestor.com.

DISCLOSURE ON CONFIRMATION WITH THE SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by The Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The "Code of Fair Disclosure Internal Procedures and Conduct forRegulating Monitoring and Reporting of Trading by Insiders" has been adopted and hasbeen disclosed on the website of the Company at www.somiinvestor.com. The Code requirespre-clearance for dealing in the Company's shares and prohibits the purchase or sale ofCompany shares by the Directors and the designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen the Trading Window is closed. The Board is responsible for implementation of theCode.

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

INTERNAL FINANCIAL CONTROL

According to Section 134(5)(e) of the Companies Act 2013 the term Internal FinancialControl (IFC) means the policies and procedures adopted by the Company for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information.

The Company has a well placed proper and adequate IFC system which ensures that allassets are safeguarded and protected and that the transactions are authorised recordedand reported correctly. The Company's IFC system also comprises due compliances withCompany`s policies and Standard Operating Procedures (SOP`s) and audit and compliance byin-house Internal Audit Division supplemented by internal audit checks from M/S B.P. BANG& COMPANY Chartered Accountants Jodhpur (FRN: 010621C) the Internal Auditors.

The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the majority of the transactions in value terms. Independence of theaudit and compliance is ensured by direct reporting of Internal Auditors to the AuditCommittee of the Board.

We believe that these systems provide reasonable assurance that our internal financialcontrols are designed effectively and are operating as intended.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) being an integral part encompasses socialeconomic and environmental actions. While philanthropy is one aspect of it we also lendour support to building institutions and supporting the preservation of our depletingnatural resources by finding new technology that can offer safeguards against the globalrisks of climate change.

Pursuant to the provisions of Section 135 of the Companies Act 2013 all companieshaving a net worth of Rs.500 crore or more or a turnover of Rs. 1000 crore or more or anet profit of Rs.5 crore or more during any financial year are required to constitute aCSR committee of the Board of Directors comprising three or more directors at least oneof whom should be an independent director. All such companies are required to spend atleast 2% of the average net profits of their three immediately preceding financial yearson CSR-related activities.

The Company has in place a CSR policy in line with Schedule VII of the Companies Act2013. As per the policy the CSR activities are focused not just around the plants andoffices of the Company but also in other geographies based on the needs of thecommunities. The CSR Committee comprises of Mr. Om Prakash Bhansali who serves as Chairmanof the Committee and Mr. Vimal Bhansali and Mr. Mahendra Kumar Rakecha as its members. Thecomposition terms of reference etc. of the CSR Committee are laid out in the CorporateGovernance Report which forms part of this Annual Report. The said Committee has beenentrusted with the responsibility and recommending to the Board a Corporate SocialResponsibility Policy (CSR Policy) monitoring the implementation of the framework of theCSR Policy and recommending the amount to be spent on CSR activities. The CSR policyoutlines the Company's strategy to bring about a positive impact on society throughprograms relating to hunger poverty education healthcare environment and lowering itsresource footprint. Further the CSR policy of the Company has been uploaded on to theCompany website www.somiinvestor.com.

Your Company has earned profit of 154.62 Lakhs during the year 2018-19. From past 3years the profit of the Company remains less than 5 Crores. Hence the provisions of CSRare not applicable to the Company but considering the previous years when CSR wasapplicable to Company there has been amount that remains unspent by the Company. For thatpurpose the CSR Committee of the Company is still in constitution. The Chairman andMembers of CSR Committee are continuously focusing and analyzing the areas where CSRamount shall be spent in order to provide maximum benefit to the society and achieving theCSR goal of the Company.

Annual Report on CSR activities have been provided in Annexure III.

CORPORATE GOVERNANCE

Corporate governance essentially involves balancing the interests of a company's manystakeholders such as shareholders customers suppliers financiers government and thecommunity. Your Company has recognized its role as a corporate citizen and endeavors toadopt the best practices and the highest standards of corporate governance throughtransparency in business ethics accountability to its customers government and others.The Company's activities are carried out in accordance with good corporate practices andthe Company is constantly striving to better them by adopting the best practices.Corporate governance principles are enshrined in the Spirit of the Company. These guidingprinciples are also articulated through the Company's code of business conduct CorporateGovernance Guidelines charter of various subcommittees and disclosure policies. In linewith our principles of corporate governance the Board oversees how the Management servesand protects the long-term interests of our stakeholders. As on March 31 2019 themajority of our Board members Four out of Seven are independent members. We follow thepractice of nominating an independent director as the chairperson of our committeesnamely the audit nomination and remuneration and stakeholders relationship committees.

A separate report on Corporate Governance Compliance as stipulated in regulations 17 to27 clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C D and E ofSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is included and forms part of the Annual Report along with the requisite Certificateregarding 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 requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a report on the Management's Discussion and Analysis(MDA)which forms part of this Annual Report deals with Company's Operational performanceindustry trends and other material changes with respect to company and also current andfuture 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 TransferAgent registered with SEBI.

LISTING WITH STOCK EXCHANGE

Equity shares of your company continues to remain listed with National Stock Exchangeof India Limited and BSE Limited. There are no arrears in payment of listing fees and thestipulated listing fee for financial year 2018-19 has been paid.

DEMATERIALIZATION OF SHARES

The shares of your company are traded in dematerialized form either with the NationalSecurities 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 acrossall its locations. Health Safety and Environment policies involve identifying the risksinvolved in daily activities of the company so that it causes no harm to employeesenvironment and the public. The Company has taken all possible steps to promote thewell-being of its employees. Our core principles of 'reuse''recycle'and'replenish"are aimed at: Pollution Control Minimizing Waste Reduced Effluent Discharge In pursuanceto this Policy Your Company's management has devoted all their efforts to protect andmaintain safety environment in the Company. The Company has taken all possible measures tosegregate hazardous and non-hazardous substance. Health Safety and Environment involvesproactive approach to create safe working environment continuous safety education andtraining periodic review of programs and evaluation of incidents.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of this Report.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under Section 197 of the Act and the Rules made there-underin respect of employees of the Company is as follows:-

(a) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

(b) the percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the financial year;

Percentage in brackets represents negative percentage.

(c) the percentage increase in the median remuneration of employees in the financialyear: 4.48% (d) the number of permanent employees on the rolls of company: 182 (e) theexplanation on the relationship between average increase in remuneration and companyperformance;

There is no direct relation between the average remuneration of the employees vis-a-visCompany Performance

(f) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;

(g) variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year;

Figures in brackets represents negative percentage.

(h) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare 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 theperformance of the Company.

(j) the key parameters for any variable component of remuneration availed by thedirectors;

No variable remuneration is provided to the executive directors.

(k) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: 2.47 : 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 theindividual employees and the Company. Through its compensation package the Companyendeavours to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process. The Company affirmsremuneration 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 apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. The policy aims at educatingemployees on conduct that constitutes sexual harassment ways and means to preventoccurrence of any such incident and the mechanism for dealing with such incident in theunlikely event of its occurrence. Internal Complaints Committee (ICC) has been constitutedin accordance with the Act. The ICC is responsible for redressal of complaints related tosexual harassment of women at the workplace in accordance with procedures regulations andguidelines provided in the Policy. During the financial year 2018-19 under review therewere no complaints referred to the ICC.

RESEARCH AND DEVELOPMENT

Research and developments are ongoing activities which have a significant role inproviding inputs for developing new products devising energy saving measures upgradingmethods of production and quality of products. These activities have helped the company inattaining leadership in its conveyor beltings products and substantial qualitative changein other operational areas. Raw material cost is continuously rising and is critical tothe sustainability of manufacturers. Therefore our R&D department seeks to maximizeutilization 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 2014are as follows:

(A) CONSERVATION OF ENERGY a. Energy Conservation Measures taken

Continuous and substantial efforts were made to ensure optimum consumption of fuel andelectricity at all the plants of the company. These efforts resulted in generalimprovement in energy consumption in the business. b. Capital Investment on energyconservation equipments

NIL

FORM A

I. Disclosure of Particulars with respect to Conservation of Energy

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

(B) TECHNOLOGY ABSORPTION

FORM B

Disclosure of Particulars with respect to Technology Absorption

TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION

Your company continues to upgrade its technology to ensure that it remains afrontrunner in its field of operations.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government StateGovernments and Company's Bankers for the assistance co-operation and encouragement theyextended to the Company. Your Directors also wish to acknowledge with sincere gratitudethe support of its esteemed customers the continued support and co-operation from itsemployees and the loyalty of the large family of the Company's Dealers Suppliers andvalued Shareholders.