OPERATIONS

During the Financial Year under review the Company has achieved Turnover of Rs.4679.27 Lakhs as against Rs. 4589.02 Lakhs in the previous year and the Net Profit afterTax of Rs. 176.12 Lakhs as against Rs. 242.74 Lakhs in the previous year resulting inincrease in Turnover of Company by 1.97% and decrease in Profits of the Company by 27.45%during the Financial Year 2020-21.The Board is confident of higher growth in the currentfinancial 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.

DIVIDEND

In order to conserve the funds for the growth of the Company the Board of Directors donot recommended any dividend for the year ended 31^st March 2021.

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 the website of the Company.

MEETINGS OF THE COMPANY

During the financial year 2020-21 the Board of Directors of the Company duly met Ninetimes on 21.05.2020 10.07.2020 04.09.2020 15.09.2020 07.11.2020 01.12.202010.02.2021 22.02.2021 and 06.03.2021 of which proper notices were given and theproceedings were properly recorded and signed in the Minutes Book as required by theArticles of Association of the Company and the Act. Detailed 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 2020-21 and meetings attended by each member of the Committee areprovided in Corporate Governance Report which forms 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 PersonnelDuring the year under review Mr. Sharad Gyanmal Nahata (DIN: 06814502) who was appointedas the Director of the Company with effect from February 12 2014 had resigned from theposition of the ?Non- Executive Independent Director of the Company due to personalreasons with effect from December 01 2020. The Board hereby confirms that as per theconfirmation received from Mr. Sharad Gyanmal Nahata there were no material reasons forhis resignation other than those mentioned in his resignation letter dated December 012020. Consequent upon resignation of Mr. Sharad Gyanmal Nahata as an Independent Directorhe has also ceased to be member of the Audit Committee Nomination & RemunerationCommittee and the Chairman of Stakeholder Relationship Committee.

The Board places on record its appreciation for the invaluable contributions andguidance provided by Mr. Sharad Gyanmal Nahata during his stint with the Company asDirector.

Also upon recommendation of the Nomination and Remuneration Committee and as approvedby the Board of Directors through Resolution passed dated December 01 2020 and February22 2021 respectively Mr. Santosh Kumar Joshi (DIN: 08950339) was appointed as the?Additional (Non-Executive Independent) Director on the Board of Directors of yourCompany who holds office upto the date of this Annual General meeting of the Company. Anotice has been received from him proposing his candidature for the office of Director ofthe Company for a term of 5 (Five) years commencing from February 22 2021 upto February21 2026 which is subject to approval of the Members at the ensuing 21st (Twenty First)Annual General Meeting.

Mr. Santosh Kumar Joshi (DIN: 08950339) has given the declaration to the Board that hemeets the criteria of the Independence as provided in section 149(6) of the Companies Act2013. In the opinion of the board he fulfills the conditions as specified in the Act andRules made thereunder for appointment as an Independent Director.

There were no changes in Key Managerial Personnel during the year under review.

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

Pursuant to the provisions of section 134(5) of Companies Act 2013 directors to thebest of their knowledge and belief confirm:

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 2021 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) that they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

DIRECTORSf 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. ManishBohra Chief Financial Officer Mr. Amit Baxi Company Secretary

During the year there was 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 22^ndAGM of the Company to be heldin the year 2022 subject to annual ratification by members at every Annual GeneralMeeting on such remuneration as may be decided by the Audit Committee of the Board. TheMinistry of Corporate Affairs has vide notification dated 7th May 2018 obliterated therequirement of seeking Member‘s ratification at every AGM on appointment of StatutoryAuditor during their 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 2020-21 which forms part of the AnnualReport 2020-21. The notes on financial statements referred to in the Auditors‘ Reportare self-explanatory and therefore do not call for any further explanations or comments.

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 2021. 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.

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 records is not applicable to the Company as per the amendedCompanies (Cost Records and Audit) Rules 2014 prescribed by the Central Government underSection 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 contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on arm‘s lengthbasis. The Company has not entered into any contract/ arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of theCompany on materiality of related party transactions.

The Board of Directors of your Company on the recommendation of the Audit Committeeadopted a policy on Related Party Transactions to regulate the transactions between yourCompany and its Related parties in compliance with the provisions of the Companies Act2013 and the SEBI (LODR) Regulations 2015 the policy as approved by the Board is uploadedon the Company‘s website www.somiinvestor.com

Particulars of contract or arrangements with related parties referred to in Section 188in Form AOC-2 have been provided in Annexure III.

Pursuant to Schedule V (A) (2A) of SEBI (LODR)Regulations 2015 details oftransactions 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.

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 behavior in all its business activities and in line withthe best international governance practices. The Company is committed to the highstandards of 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 behavioractual or suspected fraud or violation of the Company‘s Code of Conduct. The aim ofthe policy 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 requires pre-clearance for dealing in the Company‘s shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

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

Requirements of Regulation 8 (Code of Fair Disclosure) & Regulation 9 (Code ofConduct) of SEBI (Prohibition of Insider Trading) Regulations 2015 have been noted andcomplied with by the Company.

INTERNAL FINANCIAL CONTROL

The Company has a well placed proper and adequate Internal Financial Control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Company‘s IFC system also comprisesdue compliances with Company`s policies and Standard Operating Procedures (SOP`s) andaudit and compliance by in-house Internal Audit Division supplemented by internal auditchecks 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

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 Rakhecha 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 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 programsrelating to hunger poverty education healthcare environment and lowering its resourcefootprint. The CSR policy of the Company has been uploaded on to the Company websitewww.somiinvestor.com.

Your Company has earned profit of Rs.176.12 Lakhs during the year 2020-21. From past 3years the profit of the Company remains less than 5 Crores. Hence the provisions of CSRare not applicable to the Company. However the Company has spent an amount of Rs. 28.64Lakh to Samyggyan Ramya Parshada for promoting education and women empowerment pertainingto previous years when CSR was applicable to the Company. Annual Report on CSR activitieshave been provided in Annexure IV.

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 practicesand the Company is constantly striving to better them by adopting the best practices.

Corporate governance principles are enshrined in the Spirit of the Company. Theseguiding principles are also articulated through the Company‘s code of businessconduct Corporate Governance Guidelines Charter of various subcommittees and disclosurepolicies. In line with our principles of corporate governance the Board oversees how theManagement serves and protects the long-term interests of our stakeholders. As on March31 2021 the majority of our Board members Four out of Seven are independent members. Wefollow the practice of nominating an independent director as the chairperson of ourcommittees namely the audit nomination and remuneration and stakeholders relationshipcommittees.

A separate report on Corporate Governance Compliance as stipulated in regulations 17 to2 7 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 Operationalperformance industry trends and other material changes with respect to company and alsocurrent and future outlook of the Company.

SHARE REGISTRY ACTIVITIES

All work related to share registry is handled by Universal Capital Securities Pvt Ltda Registrar and Share Transfer Agent registered with SEBI.

LISTING WITH STOCK EXCHANGE

Equity shares of your company continue to remain listed with National Stock Exchange ofIndia Limited and BSE Limited. There are no arrears in payment of listing fees and thestipulated listing fee for financial year 2020-21 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‘ andreplenish‘ are aimed at: ? Pollution Control ? Minimizing Waste ? Reduced EffluentDischarge

In pursuance to this Policy your Company‘s management has devoted all theirefforts to protect and maintain safety environment in the Company. The Company has takenall possible measures to segregate hazardous and non-hazardous substances. Health Safetyand Environment involves proactive approach to create safe working environment continuoussafety education and training 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:-

(c) the percentage increase in the median remuneration of employees in the financialyear: 17.78%

(d) the number of permanent employees on the rolls of company: 109

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

There is no direct relation between the average remuneration of the employeesvis--vis Company Performance

Figures in brackets represent 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 salaries of Employees.

(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: NIL

(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 of the Company. Through its compensation package the Companyendeavors 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 is 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 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 2020-21 under review there were no complaintsreferred to the ICC.

RESEARCH AND DEVELOPMENT

Research and development 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 the energy consumption of the business.

b. Capital Investment on energy conservation equipments

NIL

FORM A

(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 StateGovernment and Company‘s Bankers for the assistance co-operation and encouragementthey extended to the Company. Your Directors also wish to acknowledge with sinceregratitude the support of its esteemed customers the continued support and co-operationfrom its employees and the loyalty of the large family of the