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Sonam Clock Ltd.

BSE: 535087 Sector: Others
NSE: SONAMCLOCK ISIN Code: INE00LM01011
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Sonam Clock Ltd. (SONAMCLOCK) - Director Report

Company director report

To

The Members

SONAM CLOCK LIMITED

The Directors present the 21st Annual report of the Sonam Clock Limited (the company)along with the audited financial statements for the financial year ended March 31 2022.

FINANCIAL PERFORMANCE:

The Company's financial performance for the year under review along with previous yearfigures is given hereunder:

Rs. In Lakhs)
Standalone
Particulars Financial Year 2021-22 Financial Year 2020-21
(FY 2022) (FY 2021)
Revenue from Operations 8741.25 7961.75
Other Income 52 10.36
Total revenue 8793.25 7972.11
Operating Profit (Before Finance Cost Depreciation & Amortisation and Exceptional items and Tax Expense) 717.28 612.28
Less: Finance Cost 228.44 195.84
Profit before Depreciation & Amortisation and Exceptional items and Tax Expense 488.84 416.44
Less: Depreciation & Amortisation 228.20 156.32
Profit before Exceptional and Extraordinary item and Tax 260.64 260.12
Less: Exceptional items (Impairment Loss) 0.00 2.63
Profit before Tax
Less: Current Tax pertaining to current year 91.27 99.07
Current Tax pertaining to prior year -0.74 -1.72
Less/(Add): Deferred Tax -11.49 -11.11
Profit after Tax 339.68 343.73
Other Comprehensive income/(loss) Net of tax -- --
Total Comprehensive income/(loss) Net of tax 339.68 343.73
Earnings per share for continuing operation after
Extraordinary and Exceptional items for the period/year
Basic 3.39 3.43
Diluted 3.39 3.43

DIVIDEND:

In order to conserve the reserve your directors do not recommend any dividend for thefinancial year ended 31st March 2022.

UNPAID DIVIDEND:

The Total unpaid amount of dividend is Rs. 10550 including Rs.6000 Interim dividenddeclared on 14th November2018. The details of unclaimed dividend available on the websiteof the company at www.sonamquartz.com.

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.

TRANSFER TO RESERVE & SURPLUS:

The net profit of the company for F.Y. 2021-22 is Rs. 339.68 Lakhs. The profit of F.Y.2021-22 has been transferred to the surplus account.

COMPANY'S PERFORMANCE REVEIW:

On a standalone basis the revenue from operations for FY 2021-22 was Rs.8741.25 Lakhsover the previous year's revenue from operations of Rs.7961.75 Lakhs which is 9.80% morethan previous year revenue from operations. Net Profit after tax for FY 2021-22 was Rs.339.68

Lakhs against the previous year's Net Profit after tax of Rs. 343.73 Lakhs.

On standalone basis Earnings per Share for FY 2021-22 was Rs. 3.39 against the previousyear's Earnings per Share of Rs. 3.43.

The Company definitely provide better results to the shareholders in upcoming year viabetter performance.

QUALITY INITIATIVE:

The Company continues to sustain its commitment to the highest levels of qualitysuperior product management and mature business continuity management. Ourcustomer-centricity process rigor and focus on delivery excellence have resulted inconsistent improvements in customer satisfaction levels.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

CHANGE IN ACCOUNTING POLICY:

The Company adopted Indian accounting standard ("Ind As") prescribed undersection 133 of the companies act 2013 read with relevant rules issued there under and interms of Regulation 33 of the SEBI (LODR) Regulations 2015 and the Companies (Indianaccounting Standards) (Amendment) Rules 2016. Beginning April 1 2021 the company has forthe first time adopted INDA AS with the transition date of April 1 2020.

SHARE CAPITAL:

During the period under review there has been no change in the authorised sharecapital and paid up share capital of the Company which stands at Rs. 110000000/-(Rupees Eleven Crores) divided into 11000000 (One Crore Ten Lakhs only) equity sharesof Rs. 10/- each and Rs. 100080000/- (Rupees Ten Crore Eighty Thousand only) dividedinto 10008000 (One Crore Eight Thousand) equity shares of Rs. 10/- each respectively.

LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed NSE Platform and indematerialized form. The ISIN No. of the Company is INE00LM01011.

MIGRATION FROM NSE SME EXCHANGE TO MAIN BOARD:

The Company obtained shareholder approval for migration of SME exchange to main boardon 30th December2021 through postal ballot. The Company migrated from NSE Emerge to mainboard of NSE w.e.f. 7th April 2022.

STATEMENT PURSUANT TO LISTING AGREEMENT:

The Company Equity Shares is listed at National Stock Exchange Limited. The AnnualListing fee for the year 2022-23 has been paid.

DEPOSITS FROM PUBLIC:

The Company has neither accepted nor renewed any deposits covered under section 73 to76 of the Companies Act 2013 during the year under review. The company had acceptedunsecured loans from its directors at the end of year under report outstanding unsecuredloans of Rs. 278 Lakhs. The Company had obtained required declaration as referred to inproviso to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The Company has not given any loans guarantees or made investment covered under theprovisions of section 186 of the Companies Act 2013 during the year 2021-22.

UTILIZATION OF IPO FUND:

The Initial Public Offer fund is utilized for the purpose for which the amount israised as mentioned in the prospectus and there is no deviation or variation in theUtilization of IPO Fund.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company done during the year.

INTERNAL CONTROLS AND THEIR ADEQUACY:

The Company implemented suitable controls to ensure its operational compliance andreporting objectives. The Company has adequate policies and procedures in place for itscurrent size as well as the future growing needs. These policies and procedures play apivotal role in the deployment of the internal controls. They are regularly reviewed toensure both relevance and comprehensiveness and compliance is ingrained into themanagement review process.

Adequacy of controls of the key processes is also being reviewed by the Internal Auditteam. Suggestions to further strengthen the process are shared with the process owners andchanges are suitably made. Significant findings along with management response and statusof action plans are also periodically shared with and reviewed by the Audit Committee. Itensures adequate internal financial control exist in design and operation.

M/s. D. V. Bakrania & Associates (FRN:127116W) is the internal auditor of theCompany for the F.Y. 2021-22 who conducts Internal audit and submit reports to the AuditCommittee. The Internal Audit is processed to design to review the adequacy of internalcontrol checks in the system and covers all significant areas of the Company's operations.The Audit Committee reviews the effectiveness of the Company's internal control system.

DETAILS OF HOLDING SUBSIDIARY AND ASSOCIATES:

The Company does not have any holding subsidiary and associate Company during theperiod of Reporting.

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 areunder:

Sr. Particulars Comments
No.
(A) Conservation of energy
(i) the steps taken or impact on conservation of energy; Energy conservation is very important for the company and therefore energy conservation measures are undertaken wherever practicable in its plant and attached facilities. The Company is making every effort to ensure the optimal use of energy avoid waste and conserve energy by using energy efficient equipment's with latest technologies.
Particulars F.Y. 2021-22
(Amount in Rs.)
Consumption of Rs. 316779
Diesel / Gas
Consumption of Rs. 7131175
Electricity
(ii) the steps taken by the Company for utilizing alternate sources of energy; Nil
(iii) the capital investment on energy conservation equipment Nil
(B) Technology absorption
(i) the efforts made towards technology absorption Your Company firmly believes that adoption and use of technology is a fundamental business requirement for carrying out business effectively and efficiently. While the industry is labour intensive we believe that mechanization of development through technological innovations is the way to address the huge demand supply gap in the industry. We are constantly upgrading our technology to reduce costs and achieve economies of scale. Innovation and focus of continuously launching a new offering drive differentiation and creating value has become a norm for the Industry Thus a robust focus on developing new features and technology solutions to capture the consumer's imagination and fuel the desire for enhanced experiences continues to be critical for Organizations.
(ii) the benefits derived like product improvement cost reduction product development or import substitution; Nil
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year :
(a) the details of technology imported Nil
(b) the year of import N.A.
(c) whether the technology been fully absorbed N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and N.A.
(iv) the expenditure incurred on Research and Development Nil
(C) Foreign exchange earnings and Inflow (In Rs.) Out Flow (In Rs.)
Outgo
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows Rs. 2016.85 Rs. 3661.04
USD$ 2512897/- USD US$
4662642/-

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 retire by rotation and is eligible for re-appointment.

Mr. Suresh Somnath Dave appointed as additional independent director on 10th November2021 and confirmed as independent director in 30th December 2021 by resolution passedthrough postal ballot.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act with respect to Director ResponsibilityStatement the Board of Directors to the best of its knowledge and ability confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

NUMBER OF BOARD MEETINGS AND ATTENDANCE:

Fourteen meetings of the Board were held during the f. y 2021-22. The interval betweenany two meetings was well within the maximum allowed gap of 120 days. The Composition ofBoard of directors and the details of meetings attended by the members during the f. y.2021-22 are given below.

Name of director Jayesh Chhabildas Deepaben Jayeshbhai Harshil Jayeshbhai Shreyansh Vijaybhai Vora Jigar Dipakbhai Suresh Somnath Dave
Shah (Chairman cum Managing Director) Shah (Whole-time director) Shah (Director) (Independent Director) Mehta (Independent Director) (Independent Director)
DIN 00500814 01981533 07230243 08034487 08051320 08111653
Date of meeting
05.04.2021 Yes Yes Yes Yes Yes Appointed Independent Non-Executive Director w.e.f 10.11.2021
05.05.2021 Yes Yes Yes No No
26.06.2021 Yes Yes Yes Yes Yes
01.08.2021 Yes Yes Yes No No
18.08.2021 Yes Yes Yes Yes Yes
05.10.2021 Yes Yes Yes Yes Yes
10.11.2021 Yes Yes Yes No No
11.11.2021 Yes Yes Yes No No
13.11.2021 Yes Yes Yes Yes Yes Yes
25.11.2021 Yes Yes Yes Yes Yes Yes
21.01.2022 Yes Yes Yes Yes Yes Yes
10.02.2022 Yes Yes Yes No No No
05.03.2022 Yes Yes Yes No No No
31.03.2022 Yes Yes Yes Yes Yes Yes
Total 14/14 14/14 14/14 8/14 8/14 4/6
Meetings Attended/ Total Meetings During the year
Attended last AGM Yes Yes No Yes Yes NA

COMMITTEES OF THE BOARD:

Matters of policy and other relevant and significant information are furnishedregularly to the Board. To provide better Corporate Governance & transparencycurrently your Board has three Committees viz. Audit Committee Remuneration &Nomination Committee and Stakeholder Relationship Committee to look into various aspectsfor which they have been constituted. The Board fixes the terms of reference of Committeesand also delegate powers from 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. Seven meetings of the Auditcommittee were held during f. y. 2021-22.

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

Name of Members Status Status

Attendance at the Meetings held on

Total No. of Meetings Attend/ Total Number of Meetings during the year
Categ ory Desig natio n 05.04.2021 05.05.20 21 26.06. 2021 18.08.2 021 05.10.2 021 13.11.2021 05.03.202 2
Mr. Shreyansh Vijaybhai Vora ID- NED Chair man Yes Yes Yes Yes Yes Yes Yes 7/7
Mr. Jigar Dipakbhai Mehta ID- NED Mem ber Yes Yes Yes Yes Yes Yes Yes 7/7
Mr. Jayeshbhai Chhabildas Shah ED Mem ber Yes Yes Yes Yes Yes Yes Yes 7/7

ID - Independent Director NED-Non Executive Director; ED Executive Director;

RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITHREASONS:

All the recommendations made by the Audit Committee are accepted and implemented by theBoard of Directors.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of non-executive IndependentDirector and Director as its members. The Chairman of the Committee is an IndependentDirector.

One meeting of the Nomination and Remuneration Committee was held during the f. y.2021-22.

Name of Members Status Attendance at the Meetings held on Total No. of Meetings Attend/Total Number of Meetings during the year
Category Designation 10.11.2021
Mr. Shreyansh Vijaybhai Vora ID-NED Chairman Yes 1/1
Mr. Jigar Dipakbhai Mehta ID-NED Member Yes 1/1
Mr. Harshil Jayeshbhai Shah NED Member Yes 1/1

The Nomination and remuneration policy available on the website of the company atwww.sonamquartz.com.

STAKEHOLDER RELATIONSHIP COMMITTEE

The stakeholder relationship committee comprises non-executive Independent Director andDirector as its members. The Chairman of the Committee is an Independent Director.

Four meetings of the Stakeholder Relationship Committee were held during f. y. 2021-22.

The Composition of Stakeholder and Relationship Committee and the details of meetingsattended by the members during the year are given below:

Composition name of members chairperson meeting and attendance during the year:

Name of Members Status Attendance at the Meetings held on Total No. of Meetings Attend/T otal Number of Meetings during the year
Category Designation 15.04.2021 21.07.2021 21.10.2021 21.01.2022
Mr. Shreyansh Vijaybhai Vora ID-NED Chairman Yes Yes Yes Yes 4/4
Mr. Jigar Dipakbhai Mehta ID-NED Member Yes Yes Yes Yes 4/4
Mrs. Deepaben Jayeshbhai S ED Member Yes Yes Yes Yes 4/4

ID - Independent Director NED-Non Executive Director; ED- Executive Director

ANNUAL RETURN:

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013 theAnnual Return is available on the Website of the Company at www.sonamquartz.com.

CORPORATE GOVERNANCE REPORT:

Sonam Clock limited is committed to ensuring the highest levels of ethical standardsprofessional integrity corporate governance and regulatory compliance. The Companyunderstands and respects its fiduciary duty to all stakeholders and strives to meet theirexpectations. The core principles of independence accountability responsibilitytransparency fair and timely disclosures serve as the basis of the Company's approach toCorporate Governance.

Report on Corporate Governance is annexed in annexure-I and forms an integral part ofthis Annual Report. Certificate from M/s. H. S. Mehta & Associates Company Secretaryin practice regarding compliance of conditions of Report on Corporate Governance asstipulated in the Listing Regulations is also appended to the Report on CorporateGovernance in annexure-II.

CERTIFICATE BY CFO OF THE COMPANY:

Pursuant to Regulation 17(8) of SEBI (LODR) Regulations 2015 Compliance certificate asper Part B of Schedule II is annexed in annexure-III.

AUDITORS:

1. STATUTORY AUDITORS:

At the 17th AGM held on August 13 2018 the Members approved appointment of M/s. S V K& Associates Chartered Accountants (Firm Registration No. 118564W) as StatutoryAuditors of the Company to hold office for a period of five years from the conclusion ofthat AGM till the conclusion of the 22nd AGM.

2. SECRETARIAL AUDITOR:

The Board of directors pursuant to Section 204 of the Companies Act 2013 read withRule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 has appointed M/s. H. S. Mehta & Associates (CP. No. 2471) Practicing CompanySecretary Ahmadabad as Secretarial Auditor of the Company to conduct the SecretarialAudit as per the provisions of the said Act for the Financial Year 2021-22.

A Secretarial Audit Report for the Financial Year 2021-22 is annexed herewith asAnnexure-IV in Form MR-3. There are no adverse observations in the Secretarial AuditReport which call for explanation. Pursuant to Regulation 24A of the Listing SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 and amend thereon M/s. H. S.Mehta & Associates Company Secretary in practice has issued Secretarial Compliancereport for the 2021-22 and Company has same filed with National Stock Exchange of India(NSE).

3. INTERNAL AUDITOR:

The Board of directors has appointed M/s. D. V. Bakrania & Associates. CharteredAccountant as the internal auditor of the company on the recommendations of the AuditCommittee for F.Y. 2021-22; The Internal Auditor conducts the internal audit of thefunctions and operations of the Company and reports to the Audit Committee and Board fromtime to time.

4. COST AUDITORS AND THEIR 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.

REVIEW OF AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

There are no qualifications reservations or adverse remarks made by Statutory AuditorsM/s. SVK & Associates (FRN: 118564W) Chartered Accountants Ahmedabad in theAuditor's report and by Secretarial Auditors M/s. H. S. Mehta & Associates AhmedabadPracticing Company Secretary in their Secretarial Audit Report for the Financial Yearended March 31 2022.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the Statutory nor the Secretarial Auditors hasreported to the Audit Committee under Section 143(12) of the Companies Act 2013 anyinstances of fraud committed against the Company by its officers or employees the detailsof which would need to be mentioned in the Board's Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required under Regulation 34 of the Securities Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 ("ListingRegulations") the Management

Discussion and Analysis of the Company for the year under review is presented in aseparate section forming the part of the Annual Report is attached here with as AnnexureV.

DEMATERIALISATION OF SHARES:

During the year under review all the equity shares were dematerialized throughdepositories viz. National Securities Depository Limited and Central Depository Services(India) Limited which represents 100% of the total paid-up capital of the Company. TheCompany ISIN No. is INE00LM01011 and Registrar and Share Transfer Agent is BIG SHARESERVICES PRIVATE LIMITED.

DIRECTOR REMUNERATION AND SITTING FEES:

Member's attention is drawn to Financial Statements wherein the disclosure ofremuneration paid to Directors and sitting fees is given during the year 2021-22.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with related parties which mayhave potential conflict with the interest of the company at large. Your Directors drawyour attention to notes to the financial statements for detailed related parties'transactions entered during the year. Accordingly as per third proviso to Section 188(1)of the Act no approval of the Board or Members / Shareholders is required for suchtransactions. However as part of good corporate governance all related partytransactions covered under Section 188 of the Act are approved by the Audit committee. TheFORM AOC- 2 is attached as Annexure - VI with this report.

CREDIT RATING:

The company has not obtained any rating from any Credit Rating Agency during the year.

MEETING OF INDEPENDENT DIRECTORS:

During the year under review the Independent Directors met on March 05 2022 interalia to 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 FROM INDEPENDENT DIRECTORS:

The Independent Directors of the Company have given declarations stating that they meetthe criteria of independence as prescribed under the Section 149(6) of the Companies Act2013 read with the rules made there under and read with Regulation 16(1)(b) of the ListingRegulations and in the opinion of the Board the Independent Directors meet the saidcriteria. Further the Board is of the opinion that the Independent Directors of theCompany possess requisite qualifications experience (including the proficiency) andexpertise in their respective fields and that they hold highest standards of integrity. Interms of Regulations 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exists or may beanticipated that could impair or impact their ability to discharge their duties.

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 March 31 2022.

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.

POLICIES OF THE COMPANY:

REMUNERATION AND APPOINTMENT POLICY:

The Company follows a policy on remuneration of Directors and senior managementemployees details of the same are given in the website of the Companywww.sonamquartz.com.

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.

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 of theCompany 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.

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 is made available on the website of the company www.sonamquartz.com.

CORPORATE SOCIAL RESPONSIBILITY:

As per section 135 of the Companies act 2013 expenditure of CSR is not applicable tothe company for f. y. 2021-22 since the company is not meeting with the criteria ofnet-worth turnover or net profits mentioned therein.

VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:

The Company has a Whistle Blower Policy and has established the necessary vigilmechanism for directors and employees in conformation with Section 177(9) of the Act andRegulation 22 of SEBI Listing Regulations to report concerns about unethical behaviour.The Vigil Mechanism has been available on the website of the Company atwww.sonamquartz.com.

POLICY ON IDENTIFICATION OF GROUP COMPANIES MATERIAL CREDITORS AND MATERIALLITIGATIONS:

Your Company has adopted a policy on identification of group companies materialcreditors and material litigations. The policy on identification of group companiesmaterial creditors and material litigations has been available on the website of theCompany at www.sonamquartz.com.

POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION:

Your Company has adopted a Policy on Determination and Disclosure of Materiality ofEvents and Information. The Policy on Determination and Disclosure of Materiality ofEvents and Information has been available on the website of the Company atwww.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-VII.

DISCLOSURES BY DIRECTORS:

The Board of Directors have submitted notice of interest in Form MBP 1 under Section184(1) as well as information by directors in Form DIR 8 under Section 164(2) anddeclarations as to compliance with the Companies Act 2013.

DISQUALIFICATIONS OF DIRECTORS:

During the financial year 2021-22 under review the Company has received Form DIR-8 fromall Directors as required under the provisions of Section 164(2) of the Companies Act2013 read with Companies (Appointment and Qualification of Directors) Rules 2014 thatnone 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 letter dated 14th June2018 and NSE circular 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.

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.

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 has been registeredon SCORES and makes every effort to resolve all investor complaints received throughSCORES or otherwise within the statutory time limit from the receipt of the complaint. TheCompany has not received any complaint on the SCORES during financial year 2021-22.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2021-22 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.

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.

ACKNOWLEDGEMENT:

The Directors thank the Company's employees customers vendors investors and academicpartners for their continuous support.

The Directors also thank the Government of India Governments of various states inIndia concerned Government departments and agencies for their co-operation.

The Directors appreciate and value the contribution made by every member of the SonamClock Family.

Registered Office: For and on behalf of the Board
Survey No. 337/p Morbi SONAM CLOCK LIMITED
Rajkot Highway Lajai Tal.
Tankara Dist. Morbi-
363641
Date: 09.06.2022 Sd/- Sd/-
Place: Lajai Jayeshbhai C. Shah Deepaben J. Shah
Chairman & Managing Whole-Time Director
Director DIN: 01981533
DIN: 00500814

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