To,
The Members, SONAM LIMITED
With an immense pleasure, the Board of Directors of your Company "SONAM LIMITED" are delighted to present the 23rd Annual Report on business and operations of the Company together with the Audited Standalone Financial Statements for the Financial Year ended 31st March, 2024.
FINANCIAL PERFORMANCE FOR THE FINANCIAL YEAR 2023-24:
The summarized comparison of Audited Standalone Financial Performance of the Company for the Financial Year 2023-2024 and the Financial Year 2022-2023 is given below:
(Rs. In Lakhs)
Standalone
Particulars
Total revenue
Operating Profit (Before Finance Cost, Depreciation & Amortisation and Exceptional items and Tax Expense)
Profit before Depreciation & Amortisation and Exceptional items and Tax Expense
Profit before Tax
Profit after Tax
Share of Profit/ (loss) from associate
Net profit after tax and share of profit/(loss) from Associate
Other Comprehensive income/(loss) Net of tax
Total Comprehensive income/(loss) Net of tax
Note-1: Pursuant to approval given by the shareholders, the Company has during quarter ended September 2022, issued 1,00,08,000 equity shares of 10 Each as fully paid-up bonus equity shares in the ratio of 1 (One) equity share for every 1 (One) existing equity share.
Note-2: Subsequent to the year end and pursuant to Board and Shareholder's approval, the equity shares of the Company were split / sub-divided such that one (1) equity share having face value of 10/- (Rupees Ten only) each fully paid-up, was sub-divided into two (2) equity shares having face value of 5/- (Rupees Five only) each, full paid-up with effect from 10th May, 2024 (Record Date). Accordingly, equity shares and earnings per shares have been adjusted for share split in accordance with Ind AS 33 ‘Earning Per Share' read with Ind AS 10 ‘Events After Reporting Period'.
For comparison Bonus and subdivision of shares effect excluded for computing the Earning Per Share (EPS).
DIVIDEND:
In order to conserve the reserve, your directors do not recommend any dividend for the financial year ended, 31st March, 2024.
UNPAID DIVIDEND:
The Total unpaid amount of dividend is Rs. 16,550 including Rs.6000 Interim dividend. The details of unclaimed dividend available on the website of the company at www.sonamquartz.com.
TRANSFER TO RESERVE& SURPLUS:
The standalone net profit of the company for F.Y. 2023-24 is Rs. 551.58 Lakhs. The profit of F.Y. 2023-24 has been transferred to the retained earnings accounts.
COMPANY'S PERFORMANCE AND STATE OF AFFAIRS:
On a standalone basis, the revenue from operations for FY 2023-24 was Rs. 8763.87 Lakhs under the previous year's revenue from operations of Rs. 8260.73 Lakhs.Net Profit after tax for FY 2023-24 was Rs. 551.58 Lakhs against the previous year's Net Profit after tax of Rs. 400.16 Lakhs.
On standalone basis Earnings per Share for FY 2023-24 was Rs. 1.38 against the previous year's Earnings per Share of Rs. 1.00.
The Company definitely provide better results to the shareholders in upcoming year via better performance.
BASIS OF PREPARATION OF FINANCIAL STATEMENTS:
The Annual Standalone Audited Financial Statements for the Financial Year 2023-24, forming part of this Annual Report, have been prepared in accordance with Indian Accounting Standards (Ind-AS) notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standard) Rules, 2015 and requirements of Schedule III of Companies Act, 2013 and applicable Rules (hereinafter referred to as "the Act") and in accordance with applicable regulations of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 (hereinafter referred to as the "Listing Regulations").
In accordance with the provisions of Section 136(1) of the Act, the Company has placed on its website www.sonamquartz.com the below:
Annual Report of the Company including Standalone Financial Statements for the Financial Year 2023-24
These documents will also be available for inspection during working hours at the Registered Office of the Company at Lajai, Morbi, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.
CODES OF CONDUCT:
The Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of the Insider Trading" (hereinafter known as "Codes of Conduct") for regulating, monitoring and reporting the trading by Designated persons of the Company which exemplifies the spirit of good ethics and governance and is applicable to the Designated personnel's of the Company which includes Promoters, Promoter Group, KMPs, Directors, Heads and such other employees of the Company and others as may be approved by the Board of Directors from time to time based on the fact of who are expected to have access to unpublished price sensitive information. The Codes of Conduct of the Company lays down guidelines advising the Designated Personnel's on procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them of consequences of violations Further, the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Codes of Conduct for the Financial Year 2023-24 has been received by the Company from the Managing Director and is duly annexed to the Corporate Governance Report, which forms part of this Annual Report. The Codes of Conduct are placed on the website of the Company www.sonamquartz.com.
QUALITY INITIATIVE:
The Company continues to sustain its commitment to the highest levels of quality, superior product management and mature business continuity management. Our customer-centricity, process rigor and focus on delivery excellence have resulted in consistent 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 position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.
CHANGE OF NAME:
The name of the company changed from Sonam Clock Limited to Sonam Limited by-passing special resolution at Annual General meeting held on 22nd September,2023.
SHARE CAPITAL:
During the period under review, there has been change in the authorised share capital and paid-up share capital of the Company due to sub-division of Equity Shares of the Company which stands at Rs. 21,00,00,000 /- (Rupees Twenty-One Crore only) divided into 4,20,00,000 (Four Crore Twenty Lakhs only) equity shares of Rs. 5/- each and Rs. 20,01,60,000/- (Rupees Twenty Crore One Lakh sixty Thousand only) divided into 4,00,32,000 (Four Crore Thirty Two Thousand) equity shares of Rs. 5/- each respectively.
The Authorized, Issued, Subscribed and Paid-up Equity Shares of the nominal value of Rs. 10/-(Rupees Ten Only) each shall stand sub-divided into the Equity Shares of the nominal value of Rs. 5/- (Rupees Five Only) each. w.e.f. 17th March, 2024 by passing resolution through postal ballot.
LISTING INFORMATION:
The Equity Shares in the Company are continued to be listed with NSE Platform and in dematerialized form. The ISIN No. of the Company is INE00LM01029.
The Equity Shares are listed at National Stock Exchange Limited. The Annual Listing fees for the year 2024-25 has been paid.
DEPOSITS FROM PUBLIC:
The Company has neither accepted nor renewed any deposits covered under section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:
Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements provided in this Annual Report.
CHANGE IN THE NATURE OF BUSINESS:
There is no Change in the nature of the business of the Company done during the year.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company implemented suitable controls to ensure its operational, compliance and reporting objectives. The Company has adequate policies and procedures in place for its current size as well as the future growing needs. These policies and procedures play a pivotal role in the deployment of the internal controls. They are regularly reviewed to ensure both relevance and comprehensiveness and compliance is ingrained into the management review process.
Adequacy of controls of the key processes is also being reviewed by the Internal Audit team. Suggestions to further strengthen the process are shared with the process owners and changes are suitably made. Significant findings, along with management response and status of action plans are also periodically shared with and reviewed by the Audit Committee. It ensures adequate internal financial control exist in design and operation.
M/s. D. V. Bakrania & Associates (FRN:127116W) is the internal auditor of the Company for the F.Y. 2023-24 who conducts Internal audit and submit reports to the Audit Committee. The Internal Audit is processed to design to review the adequacy of internal control 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 the period 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 Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are as under:
Sr. No. Particulars
Comments
(A) 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. Impact on conservation of energy was that the electricity load expenses reduced.
Nil
(B) 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.
N.A.
(C) Foreign exchange earnings and Outgo
Inflow (In Lakhs.)
INDUSTRIAL RELATION:
During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per Provisions of Section 152 of the Companies Act, 2013 Mrs. Deepa Jayeshbhai Shah is liable to retire by rotation and is eligible for re-appointment.
At the core of corporate governance practices is the Board of Directors who oversees how the management serves and protects the long-term interests of all the stakeholders of the company. The Board of Directors of your Company are fully committed to steer the organization for long-term success through setting of strategies, delegating responsibilities and providing an overall direction to the business, while effectively managing risks and ensuring high quality of governance by keeping the Company on the path of sustainable growth and development.
The details of size and composition of the Board is provided in Corporate Governance Report, which forms part of this Annual Report.
During the year under review, following changes took place in the Board Structure of the Company:
(a) In order to enhance the involvement of the professionalized personnel in Management of the Company, to create enduring guidance for the Company and to continue maintaining the diverse and independent Board for ensuring good governance practices, on recommendations of Nomination and Remuneration committee and Board of Directors at their meeting held on 14th July,2023 has considered and approved the appointment of Mrs. Ashaben Vipulkumar Patel as an Non-Executive additional Independent Director of the Company to hold office for the term for the period of 5 years w.e.f 14th July,2023 to 13th July,2028.
The appointment of Mrs. Ashaben Vipulkumar Patel confirmed as Independent Director by passing the Special Resolution at 22nd Annual General Meeting held on 22nd Septeber,2023. In the opinion of the Board, Mrs. Ashaben Vipulkumar Patel is a person of integrity, possess requisite qualifications, expertise, experience (including the proficiency) and fulfils requisite conditions as per applicable laws and is independent of the management of the Company.
(b) Mr. Jigar Dipakbhai Mehta resigned as independent director w.e.f. 14th July,2023.
Further, all the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.
Also, pursuant to Schedule V(C)(10)(i) of SEBI (LODR) Regulation, 2015; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.
Further, all the Independent Directors of the Company have given declarations as required under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of SEBI (LODR) Regulations, 2015.
In compliance to the aforesaid MCA Notification No. G.S.R. 804(E) dated 22nd October, 2019 which was effective from 01st December, 2019, all the Independent Directors of your Company have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration of their names in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA). They have also submitted a copy of registration certificate to the Company as a proof of registration.
The Independent Director of the Company Mr. Suresh Somnath Dave is exempted from passing the proficiency self-assessment test pursuant to the applicable rules thereupon and have duly submitted exemption certificate to the Company. Mr. Shreyansh Vijaybhai Vora and Mrs. Ashaben Vipulkumar Patel have confirmed that they passed the proficiency self-assessment test in due course of time in accordance to the said Rules.
In accordance with the provisions of the Companies Act, 2013 read with Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard 2 as issued by the Institute of Company Secretaries of India and in terms of the Memorandum and Articles of Association of the Company, the brief resume, nature of expertise, details of directorships held in other companies of the Directors concerned to the agenda items along with their shareholding in the Company, is stated in the Notice convening the 23rd Annual General Meeting of your Company.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Act, with respect to Director Responsibility Statement, 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 had been followed along with proper explanation relating to material departures;
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 and Rules made thereunder for safeguarding the assets of the company and for preventing and detecting fraud 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 the company and that such internal financial controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
NUMBER OF BOARD MEETINGS AND ATTENDANCE:
During the Financial Year under review, the Board of Directors of the Company met for 14 (Fourteen) times for various agenda items of the Company, the same which were circulated well in advance to the Board. These were held on April 01, 2023, May 15, 2023, May 19, 2023, June 05, 2023, July 14, 2023, July 19, 2023, August 07, 2023, August 24, 2023, September 02, 2023, September 14, 2023, October 01, 2023, November 08, 2023, February 14, 2024 and March 25, 2024. The interval between any two meetings was well within the maximum allowed gap of 120 days.
The Composition of Board of directors and the details of meetings attended by the directors during the year are given below.
Name of the director
COMMITTEES OF THE BOARD:
Matters of policy and other relevant and significant information are furnished regularly to the Board. To provide better Corporate Governance & transparency, currently, your Board has Audit Committee, Nomination & Remuneration Committee, Stakeholder Relationship Committee and Corporate Social responsibility committee to look into various aspects for which they have been constituted. The Board fixes the 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 its Member. The Chairman of the committee is Independent Director.
During the Financial year 2023-24, Seven (7) meeting of audit committee held on April 01, 2023, May 15, 2023, May 19,2023, August 07,2023, August 24,2023, November 08,2023 and February 14, 2024.
The Composition of Audit Committee and the details of meetings attended by the members during the year are given below.
Sr. No. Name of the Director
*Mr. Jigar Dipakbhai Mehta resigned as independent director w.e.f. 14th July,2023.
** Mr. Suresh S. Dave appointed as Audit committee member w.e.f. 14th July,2023 due to resignation of Mr. Jigar D. Mehta.
RECOMMENDATIONS BY THE AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS:
All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee comprises of non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2023-24, two meetings of the Nomination and Remuneration Committee met on July 14, 2023 and August 24, 2023.
** Mr. Suresh S. Dave appointed as Nomination and Remuneration Committee member w.e.f. 14th July,2023 due to resignation of Mr. Jigar D. Mehta.
The Nomination and remuneration policy available on the website of the company at www.sonamquartz.com .
STAKEHOLDER RELATIONSHIP COMMITTEE:
The stakeholder relationship committee comprises non-executive Independent Director and Director as its members. The Chairman of the Committee is an Independent Director.
During the Financial year 2023-24, four (4) meeting of Stakeholder Relationship Committee were held on May 19, 2023, August 7, 2023, November 8, 2023 and February 14, 2024.
The Composition of Stakeholder and Relationship Committee and the details of meetings attended by the members during the year are given below:
** Mr. Suresh S. Dave appointed as Stakeholder and Relationship Committee member w.e.f. 14th July,2023 due to resignation of Mr. Jigar D. Mehta.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 is available on the Company's website after conclusion of the AGM at www.sonamquartz.com .
CORPORATE GOVERNANCE REPORT:
Sonam Limited is committed to ensuring the highest levels of ethical standards, professional integrity, corporate governance and regulatory compliance. The Company understands and respects its fiduciary duty to all stakeholders and strives to meet their expectations. The core principles of independence, accountability, responsibility, transparency, fair and timely disclosures serve as the basis of the Company's approach to Corporate Governance.
A separate section on report on Corporate Governance for the Financial Year 2023-24 as stipulated under the Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 forms part of this Annual Report along with a certificate of compliance from M/s. R. V. Gandhi & Co., Company Secretary in practice.
Report on Corporate Governance is annexed in annexure-I and forms an integral part of this Annual Report. Certificate from M/s. R. V. Gandhi & Co., Company Secretary in practice, regarding compliance of conditions of Report on Corporate Governance as stipulated in the Listing Regulations is also appended to the Report on Corporate Governance.
CERTIFICATE BY CHIEF FINANCIAL OFFICER OF THE COMPANY:
Pursuant to Regulation 17(8) of SEBI (LODR) Regulations, 2015 Compliance certificate as per Part B of Schedule II is annexed in annexure-II.
AUDITORS:
1. STATUTORY AUDITOR:
At the 22nd AGM held on September 22, 2023 the Members approved appointment of M/s. SVK & Associates., Chartered Accountants (Firm Registration No. 118564W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 27th AGM.
2. SECRETARIAL AUDITOR:
The Board of directors pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. R. V. Gandhi & Co. (CP. No. 7120), Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company to conduct the Secretarial Audit as per the provisions of the said Act for the Financial Year 2023-24.
The Report of the Secretarial Auditor is annexed as Annexure-III which forms part of this Board of Directors' Report with no secretarial audit qualifications, reservations, adverse remarks or disclaimer therein for the Financial Year 2023-24 which call for explanation.
3. INTERNAL AUDITOR:
M/s. D.V. Bakrania & Associates., Chartered Accountant, Ahmedabad has conducted Internal Audit for the Financial Year 2023-24. Further, the Board has re-appointed M/s. D.V. Bakrania & Associates., Chartered Accountants, Ahmedabad as Internal Auditors of the Company for the Financial Year 2024-25; the consent of which has been duly received by the Company from the said Auditors to act as the Internal Auditors of the Company, on such terms & conditions as may be mutually agreed upon by the Auditors and by the Board from time to time. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.
4. COST AUDITOR:
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 cost auditor to maintain / audit the cost records of the company for cost audit report.
REVIEW OF STATUTORY AUDITORS REPORT:
There are no qualifications, reservations or adverse remarks made by Statutory Auditors M/s. SVK & Associates, (FRN: 118564W), Chartered Accountants, in their Auditor's report for the Financial Year ended March 31, 2024.
REVIEW OF SECRETARIAL AUDITORS REPORT:
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors M/s. R. V. Gandhi & Co. Ahmedabad, (CP. No. 7120), Practicing Company Secretary, in their Secretarial Audit Report for the Financial Year ended March 31, 2024.
REPORTING OF FRAUDS BY AUDITORS:
During the year under review, neither the Statutory nor the Secretarial Auditors has reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any instances of fraud committed against the Company by its officers or employees, the details of 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 ("Listing Regulations") the Management Discussion and Analysis of the Company for the year under review is presented in a separate section forming the part of the Annual Report is attached here with as Annexure IV.
DEMATERIALISATION OF SHARES:
During the year under review, all the equity shares were dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents 100% of the total paid-up capital of the Company. The Company ISIN No. is INE00LM01029 and Registrar and Share Transfer Agent is BIG SHARE SERVICES PRIVATE LIMITED.
DIRECTOR REMUNERATION AND SITTING FEES:
Member's attention is drawn to Financial Statements wherein the disclosure of remuneration and sitting fees paid to directors is given during the year 2023-24.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your Directors draw your 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 such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee. The FORM AOC- 2 is attached as Annexure - V with this report.
CREDIT RATING:
The Credit Rating details for Current Financial Year are as under:
MEETING OF INDEPENDENT DIRECTORS:
During the year under review, the Independent Directors met on February 14, 2024 inter alia, to discuss:
1. Review the performance of the Non- Independent Directors and the Board of Directors as a whole.
2. Review the performance of the Chairman of the Company, taking into account of the views of the Executive and Non- Executive Directors.
3. Assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their 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 meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and read with Regulation 16(1)(b) of the Listing Regulations and in the opinion of the Board, the Independent Directors meet the said criteria.
Further, the Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience (including the proficiency) and expertise in their respective fields and that they hold highest standards of integrity. In terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.
2. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:
An Independent Director shall be a person of integrity and possess appropriate balance of skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing and technical operations or any other discipline related to the Company's business.
The Company did not have any peculiar relationship or transactions with non-executive independent Directors during the year ended March 31, 2024.
3. FORMAL EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations.
The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017. In a separate meeting of Independent Directors, performance of Non-Independent directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
POLICIES OF THE COMPANY:
• REMUNERATION AND APPOINTMENT POLICY:
The Company follows a policy on remuneration of Directors and senior management employees, details of the same are given in the website of the Company www.sonamquartz.com.
The committee must ensure that:
a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors and key managerial personnel of the quality required to run the company successfully.
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives 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 set out the dealing with the transaction between the Company and its related parties. The Policy on Materiality of Related Party Transaction has been available on the website of the 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 business conduct and ensure compliance with legal requirements. The Policy on Code of Conduct for Director and Senior Management has been available on the website of the Company www.sonamquartz.com .
• PREVENTION OF INSIDER TRADING:
Pursuant to provisions of the regulations, the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by employees and other connected persons and code of practices and procedure for fair disclosure of unpublished price Sensitive Information. The same has been available on the website of the Company www.sonamquartz.com .
• POLICY ON THE PRESERVATION OF DOCUMENTS AND ARCHIVE POLICY:
Pursuant to provision of the regulations, the board has formulated the policy on the Preservation of Documents & Archive policy. The same has been available at the website of company at www.sonamquartz.com .
• BUSINESS RISK MANAGEMENT:
The Company has taken various steps in connection with the implementation of Risk Management measures in terms of provisions contained in the Companies Act, 2013, after identifying the elements of risks which in the opinion of the Board may threaten the very existence of the Company. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by Board from time to time. Key risks identified are methodically addressed through mitigating actions on a continuing basis. The policy of risk management is made available on the website of the company at www.sonamquartz.com.
• VIGIL MECHANISM/WHISTLE BLOWER MECHANISM:
Your Company believes in conducting business affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behaviour via Vigil Mechanism/Whistle Blower Policy. Sonam Limited has established a robust Vigil Mechanism and adopted a Whistle Blower Policy in accordance with provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.
The Vigil Mechanism has been available on the website of the Company at www.sonamquartz.com.
• POLICY ON IDENTIFICATION OF GROUP COMPANIES, MATERIAL CREDITORS AND MATERIAL LITIGATIONS:
Your Company has adopted a policy on identification of group companies, material creditors and material litigations. The policy on identification of group companies, material creditors and material litigations has been available on the website of the Company 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 of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at www.sonamquartz.com.
• CORPORATE SOCIAL RESPONSIBILITY:
As per section 135 of the Companies act, 2013 expenditure of CSR is not applicable to the company for f. y. 2023-24 since the company is not meeting with the criteria of net-worth, turnover or net profits mentioned therein.
Company has crossed the corporate social responsibility criteria in the year 2023-24 and therefore company will do CSR expenditure in the coming year. The Policy on Corporate Social Responsibility has been available on the website of the Company at www.sonamquartz.com.
PARTICULARS REGARDING EMPLOYEES REMUNERATION:
During the year under review, there are no employees drawing remuneration which is in excess of the limit as prescribed under Section 197 of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. 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-VI.
DISCLOSURES BY DIRECTORS:
The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.
DISQUALIFICATIONS OF DIRECTORS:
During the financial year 2023-24 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified; to hold office as director disqualified as per provision of Section 164(2) of the Companies Act, 2013 and debarred from holding the office of a Director pursuant to any order of the SEBI or any such authority in terms of SEBI's Circular No. LIST/COMP/14/2018-19 dated 20th June 2018 on the subject "Enforcement of SEBI orders regarding appointment of Directors by Listed Companies".
The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SECRETARIAL STANDARD:
Your Directors states that they have devised proper systems to ensure compliance with the 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 government and state government and there were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company's operations in future.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. The Company has not received any complaint on the SCORES during financial year 2023-24.
INVESTOR GRIEVANCES REDRESSAL STATUS:
During the Financial Year 2023-24, there were no complaints or queries received from the shareholders of the Company. Company Secretary, acts as the Compliance Officer of the Company is responsible for complying with the provisions of the Listing Regulations, requirements of securities laws and SEBI Insider Trading Regulations. The Investor can send their query at cs@sonamquartz.com .
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules there under.
ACKNOWLEDGEMENT:
The Directors thank the Company's employees, customers, vendors, investors and academic partners for their continuous support. The Directors also thank the Government of India, Governments of various states in India, concerned Government departments and agencies for their co-operation. The Directors appreciate and value the contribution made by every member of the Sonam Clock Family.