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Somi Conveyor Beltings Ltd.

BSE: 533001 Sector: Others
BSE 00:00 | 17 Aug 40.30 0.10






NSE 00:00 | 17 Aug 40.20 -0.35






OPEN 41.25
52-Week high 87.00
52-Week low 37.05
P/E 49.75
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 41.25
CLOSE 40.20
52-Week high 87.00
52-Week low 37.05
P/E 49.75
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Somi Conveyor Beltings Ltd. (SOMICONVEY) - Director Report

Company director report


The Members

Somi Conveyor Beltings Limited


The Directors of your company have pleasure in presenting the 17th' Annual Reporttogether with the audited statementofaccountsfortheyearendedon31'March2017. s

Total Sales 6514.40 5748.37
Profit Before Interest Depreciation and Taxation 931.41 1332.06
interest 228.99 284.11
Depreciation 568.13 679.39
Profit Before Tax 134.29 368.56
Provision for Tax (88.66) (195.34)
Add/(Less) Deferred Tax 39.20 55.63
Profit After Tax 84.83 228.84
Add: Balance Brought Forward 2146.19 2059.13
Less : Proposed Dividend - 117.80
Less : Corporate Dividend Tax - 23.98
Balance Carried Forward 2231.03 2146.19


During the Financial Year under review the Company has achieved Turnover of Rs651440 Lakhs as against Rs. 5748.37 Lakhs in the previous year and the Net Profit afterTax of Rs. 84.83 Lakhs as against Rs. 228.84 Lakhs in the previous year resulting inincrease in Turnover of Company by 13.33 % and decrease in Profits of the Company by62.93% during the Financial Year 2016-17. The Board is confident of higher growth in thecurrent year.

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


The Ministry of Corporate Affairs (MCA) on February 16 2015 notified that IndianAccounting Standards {Ind AS) are applicable to certain classes of companies from April12016 with a transition date of April 12015. Ind AS has replaced the previous IndianGAAP prescribed under Section 133 of the Companies Act 2013 ("the Act") readwith Rule 7 of the Companies (Accounts) Rules 2014. Ind AS is applicable to the Companyfrom April 12017.


Considering the significant decrease in the profit margins during the current financialperiod the Board do not recommend any dividend on equity shares forthe period ended onMarch 312017.


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


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-9as Annexure-1.


During the current financial year the Board of Directors of the Company duly met Fivetimes on 28.05.2016 12.08.2016 03.09.2016 14.11.2016 and 11.02.2017 of which propernotices were given and the proceedings were properly recorded and signed in the MinutesBook as required by the Articles of Association of the Company and the Act. Detailinformation is given in the Corporate Governance Report.

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


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 2016-17 and meetings attended by each member of the Committee asrequired underthe Companies Act 2013 are provided in Corporate Governance Report andforms part of the 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. Om Prakash Bhansali as Managing Director Mr. Vimal Bhansaii and Mr.Gaurav Bhansali as Whole Time Director was up to August 30 2017. The Board of Directorson the recommendation of the Nomination and Remuneration Committee has re-appointed Mr. OmPrakash Bhansaii as Managing Director Mr. Vimal Bhansali and Mr. Gaurav Bhansali as WholeTime Director of the Company for a period of 5 (five) years with effect from September12017 subject to approval of shareholders.

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


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


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 fair view of thestate of affairs of the Companyasat31stMarch 2017 and of the profit or loss of theCompany 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} that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.


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.


M/s. P Singhvi & Associates Chartered Accountants hold office till the conclusionof the ensuing Annual General Meeting (AGM) and their term (transition period) of 3 yearsis expiring at the ensuing AGM.

Accordingly as per the requirements of Section 139(2) of the Companies Act 2013 ('theAct') M/s. S1NGHVI & MEHTA Chartered Accountants (Firm Registration No. 002464W) areproposed to be appointed as auditors for a period of 5 years commencing from theconclusion of the 17th AGM till the conclusion of the 22nd AGM subject to ratification byshareholders every year as may be applicable in place of M/s. P Singhvi &Associates Chartered Accountants.

M/s. SINGHVI & MEHTA Chartered Accountants have consented to the saidappointment and confirmed that their appointment if made would be within the limitsspecified under Section 141(3)(g) of the Act. They have further confirmed that they arenot disqualified to be appointed as statutory auditors in terms of the provisions of theproviso to Section 139(1) Section 141 (2) and Section 141(3) of the Act and theprovisions of the Companies (Audit and Auditors) Rules 2014. The Audit Committee and theBoard of Directors recommend the appointment of M/s. SINGHVI & MEHTA CharteredAccountants as statutory auditors of the Company from the conclusion of the 17th AGM tillthe conclusion of the 22nd AGM to the shareholders.


The notes on account referred to in the Auditors' Report are self-explanatory andtherefore 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.


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 2017 The Secretarial Audit Report is annexed herewith as Annexure - II. Thereare no qualifications reservation or adverse remark or disclaimer made by the Secretarialauditor in the report save and except disclaimer made by them in discharge of theirprofessional obligation.


Information regarding loans guarantees and investments covered under the provisions ofsection 186 of the Companies Act 2013 are detailed in the Financial Statements.


All transactions entered with Related Parties for the year under review were on arm'slength basis and (n 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 to theBoard for approval.

As required under Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a policy on dealing withRelated Party Transactions. The Policy has been uploaded on to the Company


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.


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.


A Risk Management policy has been developed and implemented by the Company foridentification of risk elements which in the opinion of the Board may threaten theexistence of the Company. The key elements of the Company's risk management framework havebeen captured in the risk management policy which details the process for identifyingescalating prioritizing mitigating and monitoring key risk events and action plans. Theassessment of the risks covers business risks operational risks physical risksregulatory risks fraud risks people risk information risk and I PR risk. There areappropriate assurance and monitoring mechanisms in place to monitor the effectiveness ofthe risk management framework including the mitigation plans identified by the Managementfor key risks identified through the risk management exercise.


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

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 behaviour actual orsuspected fraud or violation of the Company's Code of Conduct. The aim of the policy isto provide adequate safeguards against victimization of whistle blower who avails of themechanism and also provide direct access to the Chairman of the Audit Committee inappropriate or exceptional cases. Whistle Blower Policy has been uploaded on Company'sWebsite


The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The "Code of Fair Disclosure Interna! Procedures and Conduct forRegulating Monitoring and Reporting of Trading by Insiders" has been adopted and hasbeen disclosed on the website of the .

The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is dosed. The Board is responsible forimplementation of the Code.

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


Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitised and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained throughmanagement reviews control seif-assessment continuous monitoring by functional expertsas well as testing of the internal financial control systems by the internal auditorsduring the course of their audits. We believe that these systems provide reasonableassurance that our internal financial controls are designed effectively and are operatingas intended


Sustainable development has always been an integral part of our Company's businessstrategy. Corporate Social Responsibility (CSR) being an integral part encompasses socialeconomic and environmental actions. White 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.

As per the Companies Act 2013 all companies having a net worth of Rs.500 crore ormore or a turnover of Rs. 1000 crore or more or a net profit of Rs.5 crore or moreduring any financial year are required to constitute a CSR committee of the Board ofDirectors comprising three or more directors at least one of whom should be anindependent director. All such companies are required to spend at least 2% of the averagenet profits of their three immediately preceding financial years on CSR-relatedactivities.

Pursuant to Section 135 of the Companies Act 2013 read with rules made thereunderyour Directors have constituted the Corporate Social Responsibility (CSR) Committee. TheCSR Committee comprises of Mr. Om Prakash Bhansali who serves as Chairman of the Committeeand Mr. Vimal Bhansali and Mr. Mahendra Kumar Rakecha as its members. The compositionterms of reference etc. of the CSR Committee are laid out in the Corporate GovernanceReport which forms part of this Annua! Report. The said Committee has been entrusted withthe responsibility and recommending to the Board a Corporate Social Responsibility Policy(CSR Policy) monitoring the implementation of the framework of the CSR Policy andrecommending the amount to be spent on CSR activities. The CSR policy outlines theCompany's strategy to bring about a positive impact on society through programs relatingto hunger poverty education healthcare environment and lowering its i'esourcefootprint. Further the CSR policy of the Company has been uploaded on to the Companywebsite www. so m i i

This year there has been a huge decline in the profit margins of the company owing towhich the company has been unable to spend the requisite amount on CSR activities. AnnualReport on CSR activities has been provided inAnnexure- III.


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

SCBL's Framework for governance is driven by the objective of enhancing tong termstakeholder value without compromising on ethical standards and corporate socialresponsibilities. Corporate governance principles are enshrined in the Spirit of theCompany. These guiding principles are also articulated through the Company's code ofbusiness conduct Corporate Governance Guidelines charter of various subcommittees anddisclosure policy. In line with our principles of corporate governance the Board overseeshow the Management serves and protects the long-term interests of our stakeholders. As onMarch 312017 the majority of our Board members — Four out of Seven — areindependent members. We follow the practice of nominating an independent director as thechairperson of our committees namely the audit nomination and remuneration andstakeholders relationship.

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


In compliance with the 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 performance -industry trends and other material changes with respect to company and also current andfuture outlook of the Company.


Ail 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.


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 2017- 18hasbeen paid.


The shares of your company are traded in dematerialized form and are available fortrading either with the National Securities Depository Limited (NSDL)orthe Centra!Depository Services (India) Limited (CDSL).


Assets of your Company remain adequately insured against various perils.


The Company has maintained Health and Safety policy which has been implemented acrossail its locations. Health Safety and Environment policies involve identifying the risksinvolved in daily activities of the company so that ft 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 pursuance to this Policy Your Company's management has devoted their all efforts toprotect and maintain safety environment in the Company. The Company has taken all possiblemeasures to segregate Hazardous

and non-hazardous substance. Health Safety and Environment involves proactive approachto create safe working environment continuous safety education and training periodicreview of programs and evaluation of incidents.


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

(a) the ratio of the remuneration of each director to the median remuneration of theemployees 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 4.81 : 1
Mr. Vimal Bhansali 3.37 : 1
Mr. Gaurav Bhansali 3.37 :1

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

Name of Person % Increase in remuneration
Mr. Mahendra Kumar Rakecha NIL
Mr. Yogesh Maheshwari NIL
Mr. Sharad Gyanmal Nahata NIL
Ms. Surbhi Rathi NIL
Mr. Om Prakash Bhansali MD & CEO NIL
Mr. Vimai Bhansali NIL
Mr. Gaurav Bhansali NIL
Mr. Manish Bohra Chief Financial Officer 38.35%
Mr. Amit Baxi Company Secretary NIL

Percentage in brackets represents negative percentage.

(c) the percentage increase in the median remuneration of employees in the financialyear


(d) the number of permanent employees on the roils of company; 275

(e) the explanation on the relationship between average increase in remuneration andcompany performance;

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;

Particulars Rs.(in lakhs)
Remuneration of Key Managerial Personnel (KMP) during financial year 2016- 17 (aggregated) 26.59
Revenue from operations 6514.40
Remuneration (as % of revenue) 0.41%
Profit before tax (PBT) 134.29
Remuneration (as % of PBT) 19.80%

(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 percentage increase overdecrease in the market quotations of the shares of the Company in comparison to the rateat which the Company came out with the last public offer in case of listed companies andin case of unlisted companies the variations in the net worth of the Company as at theclose of the current financial year and previous financial year;

Particulars Unit As at 31" Mar 17 As at 31st Mar 16 Variation
Closing rate of share at BSE Rs. 56.35 42.00 14.35
EPS (Consolidated) Rs. 0.72 1.94 1.22
Market Capitalization Rs.(in lakhs) 6637.84 4947.46 1690.38
Price Earning Ratio Ratio 78.26 21.65 56.61

Percentage 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

Particulars Om Prakash Bhansall 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 8.60 3.60
Revenue 6514.40 6514.40 6514.40 6514.40 6514.40
Remuneration (as % of revenue) 0.09 % 0.06% 0.06% 0.14% 0.06%
Profits before tax (PBT) 134.29 134.29 134.29 134.29 134.29
Remuneration (as % of PBT) 4.47% 3.14% 3.14% 6.40% 2.68%

(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;


(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 annua! appraisal process. The Company affirmsremuneration is as per the remuneration policy of the Company


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 educating employees on conduct that constitutes sexual harassmentways and means to prevent occurrence of any such incident and the mechanism for dealingwith 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 ofwomen at the workplace in accordance with procedures regulations and guidelines providedin the Policy.

During the financial year 2016-17 under review there were no complaints referred to theICC. RESEARCHAND 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.


The particulars as prescribed under Rule 8(3} of the Companies (Accounts) Rules 2014are as follows:


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 energy conservation equipments



!. Disclosure of Particulars with respect to Conservation of Energy

Power & Fuel Consumption Unit of Measurement Current Year (2016-17) Previous Year (2015-16)
1. Electricity KWH/MWH - -
a) Purchased
Unit 2985590.00 2533176.00
Total Amount 25461468.00 19920085.00 ' i
Rate/ Unit 8.53 7.86
b) Own Generation NIL NIL NIL
3 Furnace oil NIL NIL NIL
4 Others / internal generation NIL NIL NIL

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

Product Standard Budget Norms (2016-17) (Rs) Current Year (2016-17) (Rs) Previous Year (2015-16) (Rs)
1 Conveyor Belt 118.00 115.08 88.27



Disclosure of Particulars with respect to Technology Absorption TECHNOLOGY ABSORPTIONADAPTATION AND INNOVATION

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


FOREIGN EXCHANGE 2016-17 2015-16
Foreign Exchange Earnings 1266.34 439.51
Foreign Exchange Outgo 916.86 1124.33


Your Directors wish to place on record their sincere appreciation for the assistanceand co-operation received from the governmental authorities companies bankerscustomers vendors investors and all other stake holders during the year. Your Directorsare also pleased to record their appreciation for the dedication and contribution made byemployees at all levels their competence and hard work have enabled your company to passthrough difficult times. It looks forward to their support and co-operation in the futureas well.


(Managing Director) (Whole time Director)
DIN : 00351846 DIN :00351860

Place: Jodhpur

Date ; 4th September 2017