You are here » Home » Companies » Company Overview » Sonam Clock Ltd

Sonam Clock Ltd.

BSE: 535087 Sector: Others
NSE: SONAMCLOCK ISIN Code: INE00LM01011
BSE 05:30 | 01 Jan Sonam Clock Ltd
NSE 00:00 | 13 Feb 37.75 0
(0.00%)
OPEN

37.75

HIGH

37.75

LOW

37.75

OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Sonam Clock Ltd. (SONAMCLOCK) - Director Report

Company director report

To

The Members

SONAM CLOCK LIMITED

Dear members

The Directors present the 18thBoard Report on the Company'sbusiness andoperations together with audited financial statements and accounts for thefinancial yearended March 31 2019.

FINANCIAL RESULTS:

In compliance with the provisions of the Companies Act 2013 and SEBI(ListingObligations and Disclosure Requirements) Regulations 2015(‘ListingRegulations') the Company has prepared financial Results as per AccountingStandards Specified Under Section 133 of the act Read with Rule 7 ofCompanies(Accountings) Rules 2014 financialstatements as per Accounting Standards for theFY 2018-19 . Thefinancial highlights of the Company's operations are as follows:

(Rs. In Lakhs)
Particulars March 31 2019 March 31 2018
Financial Performance
Revenue From Operation 6484.96 5128.66
Other Income 52.35 14.34
Profit/loss before Depreciation Finance 793.24 717.32
CostsExceptional items and Tax Expense
Less :Depreciation & amortization 118.04 103.95
Profit Before finance costs Exceptional Items and Tax 675.20 613.37
Expense
Less :Finance Costs 155.04 208.17
Profit before exceptional items & Tax Expense 520.16 405.20
Exceptional Items - (4.09)
Profit before Tax Expense 520.16 401.10
Provision of Tax 142.51 112.50
Deferred Tax 5.81 (3.14)
Previous year income tax 1.38 1.36
Net Profit for the year 370.46 290.39
Share Capital Details (Amt. in Rs.)
Authorized Equity Share Capital 110000000 110000000
Paid up Equity Share Capital 100080000 72000000

There are no material changes and commitment affecting the financial position of theCompany which has occurred between 1st April 2018 and date of this report.

COMPANY OVERVIEW:

Sonam Clock is one of the largest and leading clocks manufacturing Company. Company iswell equipped with the world class technology and state-of-the-arts equipment which arestrategically utilized by highly professional management team & the workforce fromsurrounding villages (Most of them are female workers) with the values of dedicationcommitment and hard work the company as a team is climbing the ladder of success. Atpresent the company has a wide range of Clocks LED Clocks & Timepieces.

Since last seventeen years "SONAM" has never looked back and now becomeIndia's one of the largest customized clock producing company. In the field of IndianClock Manufacturing industry "SONAM" is running "NECK to NECK" awinning track with its production capacity and strong marketing network.

BUSINESS PERFORMANCE:

The net revenue from operations for FY 2018-19 at Rs. 6484.96 Lakhs as compared to theFY 2017-18 of Rs. 5128.66 Lakh Which was Increased by 26.45 %. However the profit aftertax increased from Rs. 290.39 Lakhs to Rs. 370.46 Lakhs. Financial cost of the company hasbeen decreased from 208.17 lakhs to 155.04 lakhs.

TRANSFER TO RESERVE& SURPLUS:

Company has Made Net Profit of Rs. 37046082 for the F.Y. 2018 19. The Board ofDirector of Company has decided not to transfer any amount to the reserves for the yearunder review. The profit of F.Y. 2018-19 transfer to the surplus account.

DIVIDEND:

A. Final Dividend :

Your Company continues to be on the path of profitable growth. The Company's cash flowand financial position continue to be strong. Based on company's performance The Board ofDirector of your Company are Pleased to Recommend final dividend Rs. 0.5 per equity shareof Face Value of Rs. 10/- each (@5%) for the financial year2018 - 2019. Payable to thoseequity shareholders whose names are appear in the registrar of member as on the RecordDate / Book Closer. The final dividend on equity shares if approved by the members inAnnual general meeting an amount of Rs. 6032587including Dividend Distribution Taxforthe financial year 2019 would aggregate of Rs. 6032587 resulting in payout of 12.76%.TheDividend pay out is in accordance with the company's Dividend Distribution Policy.

B. Interim Dividend :

The Board of directors of your Company after considering the Company's Dividenddistribution Policy has declared and paid an interim Dividend of Rs. 0.5 per Equity sharesof the face value Rs. 10/- each (@5%) During the year.

An amount of Rs. 6032587 was paid as Dividend including the Dividend distribution Taxon interim Dividend declared by Board of Directors on 14th November 2018 andRs.6000 is unclaimed dividend and details of unclaimed dividend available on the websiteof the company at www.sonamquartz.com.

Cumulatively The Board of Directors of your company has declared / recommended a totalDividend of Rs. 1 per equityshares (@10%) for the year under review.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to Sections 123 and 125 of Companies Act 2013 read with Investor Educationand Protection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ('theRules'); the relevant amounts which have remained unclaimed and unpaid for a period ofseven (7) years from the date they became due for payment has to be transferred to theInvestor Education and Protection Fund (IEPF) administered by the Central Government.During the year under review there was no amount liable or due to be transferred toInvestor Education and Protection Fund.

CHANGE IN THE NATURE OF BUSINESS:

There was no change in nature of business during the year under review.

INITIAL PUBLIC OFFERING:

During the year under review your Company come up with a public issue of 2808000equity shares of Rs.10/- each at a premium of Rs.26/- per share aggregating to the totalRs. 101088000/- Subsequently the shares of the Company have been listed on SME platformof NSE EMERGE Limited on 14th June2018.

SHARE CAPITAL:

The Paid up Share Capital of the Company as on 31st March 2018 was Rs.72000000. During the year under review the Company had allotted 2808000 Fresh EquityShares by way of Initial Public Issue on 12th June2018 and the paid up capitalthe Company has increased to Rs.100080000.

UTILIZATION OF IPO FUND

The Initial Public Offer fund is utilized for the purpose for which the amount israised as mentioned in the prospectus.

LISTING OF SHARES OF THE COMPANY

The Company was unlisted public company and listed during the year under review on NSEEMERGE platform on 14th June 2018.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 during the financial year 2018-19.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company has well-established andad equate internal control systems. which ensurethat all assets are safeguarded against loss from unauthorized use and all transactionsare authorized recorded and reported correctly according to the size scale andcomplexity of its operations as approved by the Audit Committee and the Board Whichcontinuously reviews the internal control systems and procedures to ensure orderly andefficient conduct of business. Internal audits are regularly conducted using external andinternal resources to monitor the effectiveness of internal controls.

D. V. Bakrania & Co. Chartered Accountants Morbi (ICAI Firm Registration No.127116W) is the internal auditor of the Company who conducts audit and submit halfyearly/yearly reports to the Audit Committee. The Internal Audit is processed to designedto review the adequacy of internal control checks in the system and covers all significantareas of the Company's operations. The Audit Committee reviews the effectiveness of theCompany's internal control system.

DETAILS OF HOLDING SUBSIDIARY AND ASSOCIATES:

The Company has no holding subsidiary and associate Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information in accordance with the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 regardingconservation of energy technology absorption and foreign exchange earnings and outgo:

a. Conservation of Energy: Energy conservation is very important for the company andtherefore energy conservation measures are undertaken wherever practicable in its plantand attached facilities. The

Company is making every effort to ensure the optimal use of energy avoid waste andconserve energy by using energy efficient equipment with latest technologies.

Particulars F.Y. 2018-19
Fuels 433147
Power /electricity 9554942

b. Technology absorption: The Company continuous to use the latest technologies forimproving the productivity and quality of its services and products.

c. Foreign exchange Earnings and Outgo: The foreign exchange earnings and out flowduring the period under review.

Particulars Amount in Rs.
Outflow --
Earning Rs. 150543650

INDUSTRIAL RELATION:

During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As per Provisions of Section 152 of the Companies Act 2013 Mrs. Deepaben JayeshbhaiShah is liable to retires by rotation and being eligible to offer herself forre-appointment.

Ms. Sejal Hareshbhai Shah resigned as Company Secretary with effect from 6thDecember2018.

Ms. KhushbooNitin Mehta appointed as Company Secretary with effect from 15thDecember 2018 and resigned with effect from 5thApril 2019.

Ms. Minaxi D. Taladiyaappointed as Company Secretary with effect from 13thApril 2019.

BUSINESS RISK MANAGEMENT:

The Company has taken various steps in connection with the implementation of RiskManagement measures in terms of provisions contained in the Companies Act 2013 afteridentifying the elements of risks which in the opinion of the Board may threaten the veryexistence of the Company. The Company has laid down a comprehensive Risk Assessment andMinimization Procedure which is reviewed by Board from time to time. Key risks identifiedare methodically addressed through mitigating actions on a continuing basis. The policy ofrisk management available on the website of the company at www.sonamquartz.com

BOARD MEETING:

Pursuant to section 173 of companies act 2013 Board MeetingsDuring the year 2018-19the Board of Directors met Twenty (20) times viz.14.04.201823.04.201830.04.201824.05.201825.05.201828.05.201810.06.201812.06.201821.06.201813.08.201814.08.201829.10.201814.11.201815.11.201806.12.201815.12.201812.02.2019 27.02.2019 18.03.2019and 28.03.2019. The interval between any two meetingswas well within the maximum allowed gap of 120 days.

Name of Director Category No of Meetings Entitled to attend No of Meetings Attended
JayeshChhabildas Shah Chairman & Managing Director 20 17
DeepabenJayeshbhai Shah Wholetime director 20 18
ShreyanshVijaybhaiVora Independent Director 20 14
Jigar Dipakbhai Mehta Independent Director 20 10
RutviJayeshbhai Shah Non-Executive Director 20 20

EXTRACTS OF ANNUAL RETURN:

In accordance with section 134(3)(a) of the Companies Act 2013 an extract of AnnualReturn in the prescribed format is appended to this Report as MGT 9 mentioned inAnnexure- Band also available on the website of the company at www.sonamquartz.com.

CORPORATE GOVERNANCE REPORT:

As per regulation 15(2) of the Listing Regulation the Compliance with the CorporateGovernance provisions shall not apply in respect of the following class of the Companies:

a. Listed entity having paid up equity share capital not exceeding Rs. 10 Crore and Networth not exceeding Rs. 25 Crore as on the last day of the previous financial year;

b. Listed entity which has listed its specified securities on the SME Exchange.

Since our Company falls in the ambit of aforesaid exemption (b); hence compliance withthe provisions of Corporate Governance shall not apply to the Company and it does not formthe part of the Annual Report for the financial year 2018-2019.

AUDITORS:

M/s. S V K &Associates Chartered Accountants were appointed as Statutory Auditorsat the Annual General Meeting held on 13.08.2018 for a period of 5 years until theconclusion of 22ndAnnual General Meeting in terms of Section 139 of theCompanies Act 2013.

SECRETARIAL AUDIT REPORT:

The Board pursuant to Section 204 of the Companies Act 2013 read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hasappointed M/s R. V. Gandhi& Co. Practicing Company Secretary Ahmedabad asSecretarial Auditor of the Company to conduct the Secretarial Audit as per the provisionsof the said Act for the Financial Year 2018-19. A Secretarial Audit Report for theFinancial Year 2018-19 is annexed herewith asIn Form MR-3 attached in Annexure-C. Thereare no adverse observations in the Secretarial Audit Report which call for explanation.

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

The auditors report and secretarial auditors report does not contain anyqualifications reservations or adverse remarks.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review the Statutory Auditors has not reported to the AuditCommittee under Section 143(12) of the Companies Act 2013 any instances of fraudcommitted against the Company by its officers or employees the details of whichwould needto be mentioned in the Board's Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 ("ListingRegulations") the Management Discussion andAnalysis of the Company for the year underreview is presented in a separate section forming the part of the Annual Report isattached here with this annual Report in Annexure -D.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review the Independent Directors met on 12/02/2019 inter aliato discuss:

1. Review of the performance of the Non- Independent Directors and the Board ofDirectors as a whole.

2. Review of the Chairman of the Company taking into the account of the views of theExecutive and Non- Executive Directors.

3. Assess the quality content and timeliness of flow of information between themanagement and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

All the Independent Directors were present in the meeting.

1. DECLARATION UNDER SECTION 149(6) OF THE COMPANIES ACT 2013 AND SEBI (LODR)REGULATIONS 2015 FROM THE INDEPENDENT DIRECTORS:

All the Independent Directors on the Board have given a declaration of theirindependence to the Company as required under section 149(6) of the Companies Act 2013.

2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of integrity and possess appropriate balanceof skills experience and knowledge in one or more fields of finance law managementsales marketing and technical operations or any other discipline related to the Company'sbusiness. The Company did not have any peculiar relationship or transactions withnon-executive Directors during the year ended 31st March 2019.

3. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 the nomination and remunerationcommittee has laid down the evaluation of the performance of Individual Directors and theBoard as a whole. Based on the criteria the exercise of evaluation was carried out throughthe structured process covering various aspects of the Board functioning such ascomposition of the Board and committees experience & expertise performance ofspecific duties & obligations attendance contribution at meetings etc. Theperformance evaluation of the Chairman and the Non- Independent Directors was carried outby the Independent Director. The performance of the Independent Directors was carried outby the entire Board (excluding the Director being evaluated). The Director expressed theirsatisfaction with the evaluation process and no other observations of board evaluationcarried out for the year.

DIRECTOR REMUNERATION

Member's attention is drawn to Financial Statements wherein the disclosure ofremuneration paid to Directors is given during the year 2018-19. No Sitting fees have beenpaid to the directors. The Nomination and remuneration policy available on the website ofthe company at www.sonamquartz.com.

DIRECTORS' RESPONSIBILITY STATEMENT:

On behalf of the Directors I confirm that as required under clause (c) of sub-section(3) of section 134 of the Companies Act 2013.

a) Applicable accounting standards have been followed with explanation for any materialdepartures;

b) We have Selected accounting policies have been applied consistently to give a trueand fair view of the state of affairs of the company at the end of the financial year andof the profit of the company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords for safeguarding the assets of the company and for preventing and detecting fraudand other irregularities;

d) The annual accounts are prepared on a going concern basis; and

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

f) We had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively. This willensure legal compliance in all area of companies operations.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESUNDER SECTION 188 OFTHE COMPANIES ACT 2013:

All related party transactions that were entered into during the year under the reviewwere on an arm's length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large. Your Directors draw yourattention to related parties' transactions entered during the year as are detailed inAOC-2 attached in Annexure-E to this report.

POLICIES OF THE COMPANY

REMUNERATION AND APPOINTMENT POLICY

The remuneration of the Directors Key Managerial Personnel Senior Management andOther employees must be in accordance with the provisions of Companies Act 2013 and theRules made there under and as per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as per other applicable provisions as amended from time to time.

The committee must ensure that:

a. The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors and key managerial personnel of the quality required to runthe company successfully.

b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks and

c. remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

The Company follows a policy on directors' appointment and remuneration and the sameare available in the website of the Company www.sonamquartz.com and salient pointsare as follows:

POLICY ON MATERIALITY OF RELATED PARTY TRANSACTION:

Your Company has adopted the policy on Materiality of Related Party Transaction to setout the dealing with the transaction between the Company and its related parties. ThePolicy on Materiality of Related Party Transaction has been available on the website ofthe Company www.sonamquartz.com.

POLICY OF CODE OF CONDUCT FOR DIRECTOR AND SENIOR MANAGEMENT:

Your Company has adopted the policy of code of Conduct to maintain standard of businessconduct and ensure compliance with legal requirements. The Policy on Code of Conduct forDirector and Senior Management has been available on the website of the Companywww.sonamquartz.com.

PREVENTION OF INSIDER TRADING:

Pursuant to provisions of the regulations the Board has formulated and implemented aCode of Conduct to regulate monitor and report trading by employees and other connectedpersons and code of practices and procedure for fair disclosure of unpublished priceSensitive Information. The same has been available on the website of the Companywww.sonamquartz.com.

POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:

Pursuant to provision of the regulations the board has formulated the policy on thePreservation of Documents & Archive policy. The same has been available at the websiteof company at www.sonamquartz.com

PARTICULARS REGARDING EMPLOYEES REMUNERATION:

During the year under review there are no employees drawing remuneration which is inexcess of the limit as prescribed under Section 197 of the Companies Act 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The information pertaining to section 197 read with rules 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) 2014 is annexed herewith asAnnexure-F.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2018-2019 under review the Company has received Form DIR-8from all Directors as required under the provisions of Section 164(2) of the CompaniesAct 2013 read with Companies (Appointment and Qualification of Directors) Rules 2014that none of the Directors of your Company is disqualified; to hold office as directordisqualified as per provision of Section 164(2) of the Companies Act 2013 and debarredfrom holding the office of a Director pursuant to any order of the SEBI or any suchauthority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors byListed Companies".

The Directors of the Company have made necessary disclosures as required under variousprovisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015

SECRETARIAL STANDARD

Your Directors states that they have devised proper systems to ensure compliance withthe Secretarial Standards and that such system are adequate and operating effectively.

COMMITTEE OF BOARD OF DIRECTORS:

The Board has constituted Various Committee Viz. the Audit Committee the Nominationand Remuneration Committee and the Stakeholders' Relationship Committee. Improving Boardeffectiveness in areas where more focused and extensive discussions are required. Othercommittees to perform specific roles and responsibilities as may be specified by the Boardfrom time to time.

AUDIT COMMITTEE:

The Audit Committee comprises of non-executive Independent Director and Director as itsMember. The Chairman of the committee is Independent Director.

During the Financial year 2018-19 seven meeting viz.14.04.2018 28.05.201810.06.2018 13.08.2018 14.08.2018 14.11.2018 and 12.02.2019 meetings was held during theyear.

The Composition of Audit Committee and the details of meetings attended by the membersduring the year are given below.

Sr. No. Name of the Director Status Nature of Directorship No. of Meetings Meeting attende d
1 ShreyanshVijay bhaiVora Chairman Independent Director 7 7
2 JigarDipakbhai Mehta Member Independent Director 7 7
3 JayeshbhaiChh abildas Shah Member Managing Director 7 7

NOMINATION AND REMUNERATION COMMITTEE:

The Board has constituted a Nomination and Remuneration Committee to form the policyrequired to be formulated by the Nomination and Remuneration Committee and SeniorManagement under Section 178(3) of the Companies Act 2013 is uploaded on the Company'swebsite.

During the Financial year 2018-19 One meeting of Nomination And Remuneration Committeeheld on 21.06.2018.

The Nomination and Remuneration Committee comprises of following persons

Sr. No. Name of the Director Status Nature of Directorship No. of Meetin gs Meeting attende d
1 ShreyanshVijayb haiVora Chairman Independent Director 1 1
2 Jigar Dipakbhai Mehta Member Independent Director 1 1
3 RutviJayeshbhai Shah Member Non-Executive Director 1 1

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee monitors Redressal of Shareholders'/Investors' complaints/ grievances iz.Non receipt of annual report dividend payment issue of duplicate share certificatestransmissionof shares and other related complaints. In addition the Committee alsomonitors other issuesincluding status of Dematerlisation/ Rematerialisation of sharesissued by the Company same is uploaded at the website of company.

During the Financial year 2018-19 four meeting of Stakeholders Relationship Committeeheld on17.07.2018 19.10.2018 16.01.2019 and 31.03.2019

The stake holders Committee comprises of following persons.

Sr. No. Name of the Director Status Nature of Directorship No. of Meetin gs Meeting attende d
1 ShreyanshVijayb haiVora Chairman Independent Director 4 4
2 Jigar Dipakbhai Mehta Member Independent Director 4 4
3 DeepabenJayes hbhai Shah Member Whole time Director 4 4

SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web based complaints redresssystem. The salient features of this system are centralized database of all complaintsonline upload of Action Taken Reports (ATRs) by the concerned companies and online viewingby investors of actions taken on the complaint and its current status. Your Company hasbeen registered on SCORES and makes every effort to resolve all investor complaintsreceived through SCORES or otherwise within the statutory time limit from the receipt ofthe complaint. The Company has not received any complaint on the SCORES during financialyear 2018-19.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2019-18 there were no complaints or queries received fromthe shareholders of the Company. Company Secretary acts as the Compliance Officer of theCompany is responsible for complying with the provisions of the Listing Regulationsrequirements of securities laws and SEBI Insider Trading Regulations.The Investor can besent their query at cs@sonamquartz.com.

COST AUDIT REPORT:

As per provision of section 148(3) of Companies Act 2013 and rule 6(2) of Companies(Cost records and audit) Rules 2014 the company is not required to appoint a costauditor to maintain / audit the cost records of the company for cost audit report.

OTHER REGULATORY REQUIREMENT:

The Company has been complied with all regulatory requirements of central governmentand state government and there were no significant and material orders passed by theRegulators or Courts or Tribunals during the year impacting the going concern status andthe Company's operations in future.

CORPORATE SOCIAL RESPONSIBILITY:

The provision of section 135 of Companies Act 2013 for implementing Corporate SocialResponsibility Policy constitute committee and expenditure thereof is not applicable tothe company since the company is not meeting with the any of criteria of net-worthturnover or net profits mentioned therein.

Company has crossed the Corporate Social Responsibly Criteria in the financial year2018-19 and therefore Company will need to do CSR Expenditure in the coming year.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

Your Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The Vigil Mechanism has been available on the website of theCompanywww.sonamquartz.com.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company Equity Shares is listed at National Stock Exchange Limited (SME segment).The Annual Listing fee for the year 2019-20 has been paid.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013and Rules there under.

SOCIAL INITIATIVE:

Your Company is a socially responsible corporate citizen. In keeping with the Company'scommitment towards contribution to community welfare the Company and its employeescontinue to support and closely associated with Friends of environment a non-governmentorganization and involved in numerous activities like tree plantation cleanliness drivecreation of social awareness dissemination of information concerning Environment andPollution and host of other activities for the cause of environment protection atCompany's various locations.

STOCK CODES:SME Platform of National Stock Exchange of India Limited (e -Merge) StockCode: SONAMCLOCK CIN: L33302GJ2001PLC039689

DEMATERIALIZATION OF SHARES AND LIQUIDITY:

100% shares of your Company are held in the electronic mode as on March 31 2019.

ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

Registered Office: For and on behalf of the Board
Survey No. 337/p For SONAM CLOCK LIMITED
Morbi - Rajkot Highway
Lajai Tal. Tankara Dist.
Morbi Gujarat 363641
SD/- SD/-
Date: 29.07.2019
Place: Lajai JayeshbhaiChhabildas Shah DeepabenJayeshbhai Shah
Chairman & Managing Director Whole time Director
DIN:00500814 DIN:01981533