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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 19thAnnual report of the Company along with theaudited financial statements for the financial year ended March 31 2020.

FINANCIAL PERFORMANCE:

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

(Rs. In Lakhs)

Particulars Standalone
Financial Year 2019-20 Financial Year 2018-19
(FY 2020) (FY 2019)
Revenue from Operations 5996.25 6484.96
Other Income 40.52 52.35
Total revenue 6036.77 6537.31
Operating Profit (Before Finance Cost and Depreciation & Amortisation) 693.3 793.24
Less: Finance Cost 171.58 155.04
Profit before Depreciation & Amortisation 521.72 638.2
Less: Depreciation & Amortisation 120.07 118.04
Profit before Exceptional and Extraordinary item and Tax 401.65 520.16
Less: Exceptional items (Impairment Loss) -- --
Profit before Tax 401.65 520.16
Less: Net Current Tax Expense pertaining to current year 102.09 142.51
Less/(Add): Net Current Tax Expense pertaining to prior year 20.25 1.38
Less/(Add): Deferred Tax (5.90) 5.81
Profit after Tax 285.22 370.46
Earnings per share for continuing operation
Basic 2.85 3.92
Diluted 2.85 3.92

DIVIDEND:

In order to conserve the reserve your directors do not recommend any dividend for thefinancial year ended 31st March 2020.

UNPAID DIVIDEND:

The Total unpaid amount of dividend is Rs.27000 including Rs.6000 Interim dividenddeclared on 14th November2018.The details of unclaimed dividend available onthe website of 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:

The net profit of the company for f.y. 2019-20 is Rs. 28521584. The Board of Directorof Company has decided not to transfer any amount to the reserves for the year underreview. The profit of F.Y. 2019-20 transfer to the surplus account.

COMPANY'S PERFORMANCE REVEIW:

On a standalone basis the revenue from operations for FY 2019- 2020 was Rs.5996.24Lakhs over the previous year's revenue from operations of Rs. 6484.95 Lakhs.

Net Profit after for FY 2019- 2020 was Rs. 285.22 Lakh over the previous year's NetProfit after Rs. 370.46 Lakhs.

Earnings per Share for FY 2019- 2020 was Rs. 2.85 over the previous year's Earnings perShare Rs. 3.92.

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

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.

The outbreak of corona virus (Covid-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. The company is into thebusiness of "Manufacturing & Sale of Horological items Clocks Clock Movementsand related items". The company has evaluated impact of this pandemic on its businessoperations. Based on the review and current indicators of future economic conditions ason current date the Company has concluded that the impact of Covid-19 is not materialbased on these estimates. Due to the nature of pandemic the Company will continue tomonitor developments to identify significant uncertainties in future periods if any.

SHARE CAPITAL:

During the year under review the Company has not increased it's paid up share capitaland Authorised share capital. The Authorised Share Capital as on 31st March2020 Rs. 110000000 and Paid up share capital as on 31st March2020 Rs.100080000.

LISTING INFORMATION:

The Equity Shares in the Company are continued to be listed with NSE EMERGE Platformand in dematerialized form. The ISIN No. of the Company is INE00LM01011.

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 2020-21 has been paid.

COMPANY OVERVIEW:

Sonam Clock is one of the largest and leading clocks manufacturing Company in India.Company is well equipped with the world class technology and state-of-the-arts equipmentwhich is strategically utilized by highly professional management team & the workforcefrom surrounding 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" a winningtrack with its production capacity and strong marketing network.

DEPOSITS 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 as per section 73 and 76 of the companies Act 2013read with Companies(Acceptance of Deposits) Rules2014.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013from the part of the notes to the Financial Statements provided in this Annual Report.

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.

During the year along with focusing on strengthening the Company's foothold in themass and mass premium segments the Company ensured a notable presence in the Premiumsegments with the launch of advanced products that are perfect blend of designtechnologies and innovation.

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 & Co. Chartered Accountants Morbi (ICAI Firm Registration No.127116W) is the internal auditor of the Company who conducts Internal audit and submithalf yearly/yearly reports to the Audit Committee. The Internal Audit is processed todesigned to review the adequacy of internal control checks in the system and covers allsignificant areas of the Company's operations. The Audit Committee reviews theeffectiveness 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:

TECHNOLOGY ABSORPTION:

Your Company firmly believes that adoption and use of technology is a fundamentalbusiness requirement for carrying out business effectively and efficiently. While theindustry is labour intensive we believe that mechanization of development throughtechnological innovations is the way to address the huge demand supply gap in theindustry. We are constantly upgrading our technology to reduce costs and achieve economiesof scale. Innovation and focus of continuously launching a new offering drivedifferentiation and creating value has become a norm for the Industry Thus a robust focuson developing new features and technology solutions to capture the consumer's imaginationand fuel the desire for enhanced experiences continues to be critical for Organizations.

ENERGY:

Energy conservation is very important for the company and therefore energy conservationmeasures are undertaken wherever practicable in its plant and attached facilities. TheCompany is making every effort to ensure the optimal use of energy avoid waste andconserve energy by using energy efficient equipment's with latest technologies.

Particulars F.Y. 2019-20(Amount in Rs.)
Fuels 520400
Power /electricity 10015216

FOREIGN EXCHANGE:

The foreign exchange earnings and out flow during the period under review for f.y.2019-20 as follows:

Earning Rs. 168102506
Outflow

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 to offer herself for re-appointment.

Ms. Khushboo Nitin Mehta resigned as Company Secretary and Compliance officer of thecompany w.e.f. 5th April2019.

Ms. Minaxi Taladiya appointed as Company Secretary and Compliance officer of thecompany w.e.f. 13th April2019 and resigned w. e. f. 31stJanuary2020.

Mr. Milankumar Sureshbhai Ganatra appointed as Company Secretary and Compliance officerof the company w.e.f. 1stFebruary2020.

Ms. Rutvi Jayeshbhai Shah resigned as Non-executive Director with effect from 30thJune 2020.

Mr. Harshil Jayeshbhai Shah appointed as Non-executive Additional director w. e. f. 30June 2020.

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 madethere under 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 provisions ofall applicable laws and that such systems were adequate and operating effectively.

NUMBER OF BOARDMEETINGS AND ATTENDANCE:

During the year 2019-20 the Board of Directors met Fourteen (14) timesviz.05.04.2019 09.04.2019 13.04.2019 03.05.2019 28.05.2019 29.06.2019 29.07.201916.08.2019 09.09.2019 30.09.201929.10.201913.11.2019 01.02.2020 and 05.03.2020.

The interval between any two meetings was well within the maximum allowed gap of 120days.

The Composition of Board of directors and the details of meetings attended by themembers during the year are given below.

Name of Director Category No of Board Meetings Held & Entitled to Attend No of Board Meetings Attended
Mr. Jayeshbhai Chhabildas Shah Chairman & Managing Director 14 13
Mrs.Deepaben Jayeshbhai Shah Whole-time Director 14 13
Mr. Shreyansh Vijaybhai Vora Independent Director 14 5
Mr. Jigar Dipakbhai Mehta Independent Director 14 5
Ms. Rutvi Jayeshbhai Shah Non-executive director 14 14

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 four (4) Committees viz. Audit Committee Remuneration &Nomination Committee Stakeholder Relationship Committee and Corporate Social responsiblycommittee look into various aspects for which they have been constituted. The Board fixesthe terms of reference of Committees and 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.

During the Financial year 2019-20 Seven (7) meeting of audit committee held on05.04.2019 28.05.2019 29.07.2019 30.09.2019 26.10.2019 13.11.2019 and 05.03.2020. TheComposition of Audit Committee and the details of meetings attended by the members duringthe year are given below.

Name of the Director Status in Committee Nature Nature of Directorship No of Meetings Held & Entitle d to Attend No of Meetings attended
1 Mr. Shreyansh Vijaybhai Vora Chairman of committee Non-Executive and Independent Director 7 7
2 Mr. Jigar Dipakbhai Mehta Member Non-Executive and Independent Director 7 7
3 Mr. Jayeshbhai Chhabildas Shah Member Managing Director 7 6

RECOMMENDATIONS BY THE AUDITCOMMITTEE WHICH WERE NOT ACCEPTED BY THEBOARD 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.

During the Financial year 2019-20 one meeting of the Nomination and RemunerationCommittee met on 29th October2019.

Name of the Director Status in Committee Nature Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attended
1 Mr. Shreyansh Vijaybhai Vora Chairman of committee Non-Executive and Independent Director 1 1
2 Mr. Jigar Dipakbhai Mehta Member Non-Executive and Independent Director 1 1
3 Ms. Rutvi Jayeshbhai Shah Member Non-Executive Director 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.

During the Financial year 2019-20 four (4) meeting of Stakeholder RelationshipCommittee were held on 13.04.2019 08.07.2019 14.10.2019 and 18.01.2020.

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

Name of the Director Status in Committee Nature Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attended
1 Mr. Shreyansh Vijaybhai Vora Chairman of committee Non-Executive and Independent Director 4 4
2 Mr. Jigar Dipakbhai Mehta Member Non-Executive and Independent Director 4 4
3 Mrs. Deepaben Jayeshbhai Shah Member Whole time Director 4 4

CORPORATE SOCIAL RESPONSIBILY COMMITTEE:

The Corporate Social Responsibility committee comprises non-executive IndependentDirector and Director as its members. The Chairman of the Committee is an IndependentDirector.

During the Financial year 2019-20 One (1) meeting of Corporate Social ResponsibilityCommittee was held on 29th October2019.

The Composition of Corporate Social Responsibility Committee and the details ofmeetings attended by the members during the year are given below:

Name of the Director Status in Committee Nature Nature of Directorship No of Meetings Held & Entitled to Attend No of Meetings attended
1. Mr. Shreyansh Vijaybhai Vora Member Non-Executive and Independent Director 1 1
2. Mr. Jigar Dipakbhai Mehta Member Non-Executive and Independent Director 1 1
3. Ms. Rutvi jayeshbhai Shah Member Non-Executive Director 1 1

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 Annexure III and alsoavailable on the website of the company at www.sonamqaurtz.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 2019-2020.

AUDITORS:

1. STATUTORY AUDITORS:

At the 17th AGM held on August 13 2018 the Members approved appointment ofM/s. S V K & Associates Chartered Accountants (Firm Registration No. 118564W) asStatutory Auditors of the Company to hold office for a period of five years from theconclusion of that 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. R. V. Gandhi & Co. (CP. No. 7120) 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 2019-20. A SecretarialAudit Report for the Financial Year 2019-20 is annexed herewith as Annexure- IV in FormMR-3. There are no adverse observations in the Secretarial Audit Report which call forexplanation.

3. INTERNAL AUDITOR

The Board of directors has appointed M/s. D. V. Bakrania& Associates CharteredAccountant as the internal auditor of the company; The Internal Auditor conducts theinternal audit of the functions and operations of the Company and reports to the AuditCommittee and Board from time 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 Auditors

M/s. S V K & Associates (FRN: 118564W) Chartered Accountants Ahmadabad in the

Auditor's report and by Secretarial Auditors M/s. R. V. Gandhi & Co AhmadabadPracticing Company Secretary in their Secretarial Audit Report for the Financial Yearended March 31 2020.

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 (Listing

Obligations and Disclosure Requirement) Regulations 2015 ("ListingRegulations") the

Management Discussion and Analysis of the Company for the year under review ispresented in a separate section forming the part of the Annual Report is attached herewith as Annexure V.

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 BIGSHARESERVICES PRIVATE LIMITED.

DIRECTOR REMUNERATION AND SITTING FEES:

Member's attention is drawn to Financial Statements wherein the disclosure ofremuneration paid to Directors is given during the year 2019-20. No Sitting fees have beenpaid to the Non-executive directors. The Sitting fees paid to Independent Directormentioned in Extract of Annual return. The Nomination and remuneration policy available onthe website of the company at www.sonamquartz.com.

RELATED PARTY TRANSACTIONS:

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 as per section 188 of the companiesduring the year as are detailed in Annexure-VI attached to 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 29thOctober2019 inter alia 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:

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 2020.

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 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.

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 at www.sonamquartz.com.

CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company asadopted by the Board and the initiatives undertaken by the Company on CSR activitiesduring the year under review are set out in Annexure VII of this report in the formatprescribed in the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. Thepolicy of Corporate Social Responsibility is made available on the website of the companyat www.sonamquartz.com.

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 theCompany www.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 theCompanywww.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 Policy on Determination and Disclosure ofMateriality of Events and Information has been available on the website of the Companywww.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 as Annexure-VIII.

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 2019-2020 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 by ListedCompanies".

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 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 2019-20.

INVESTOR GRIEVANCES REDRESSAL STATUS:

During the Financial Year 2019-20 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 regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.

Registered Office: Survey For and on behalf of the Board SONAM CLOCK LIMITED
No. 337/p Morbi Rajkot Highway Lajai Tal. Tankara Sd/ Sd/
Dist. Morbi - 363641 Jayeshbhai C. Shah Deepaben J. Shah
Date:16.07.2020 Chairman & Managing Director Whole time Director
Place: Lajai DIN:00500814 DIN:01981533

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