We have pleasure in presenting the 33rd Directors’ Report together with the audited
Financial Statements for the year ended 31st March, 2024.

1. FINANCIALHIGHLIGHTS:

(Amount in INR‘000)

2. REVIEW OF OPERATIONALREVIEW:

During the Year under the review, the Company has recorded an Income of Rs. 2,152.80
thousands and a net loss of Rs. (3,586.15) thousands as against the Income of Rs. 1039.18
thousands and profit of Rs.456.38 thousands in the previous financial year ending 31.03.2023.

3. DIVIDEND:

In order to conserve cash for the Company’s operations, the Directors do not recommend any
dividend for the year under review.

4. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:

The information on Company’s affairs and related aspects is provided under Management
Discussion and Analysis report, which has been prepared, inter-alia, in compliance with
Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 and
forms part of this Report.

5. TRANSFER TO RESERVES:

Pursuant to provisions of Section 134 (3) (j) of the Companies Act, 2013, the company has not
proposed to transfer any amount to general reserves account of the company during the year under
review.

The closing balance of reserves, including retained earnings, of the Company as at March, 31st
2024 is Rs.(116.90) Lakhs.

6. CHANGES IN NATURE OF BUSINESS:

During the period under review and the date of Board's Report there was no change in the nature
of Business.

7. OPEN OFFER:

The erstwhile promoters of the Company viz, Mr. Vikram Somani, Mr. Bharat Krishnakumar
Somani, Somani Vikram HUF, Mrs. Asha Somani , Mrs. Saraswati Somani, SRS Trading &
Agencies Pvt Ltd, Oricon Enterprises Ltd, had entered into a Share Purchase Agreement dated
March 13^th 2024 with Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and
Ms. Anupama Anumala for acquisition of 6,94,130 (Six Lakhs Ninety-Four Thousand One
Hundred and Thirty) Equity Shares, representing 49.50% (Forty Nine point Five Percent) of the
Voting Equity Share Capital of the Target Company at a negotiated price of Rs.5.00/— (Five
Rupees) per Sale Share, aggregating to an amount of Rs. 34,70,650/- (Rupees Thirty-Four Lakhs
Seventy Thousand Six Hundred and Fifty Only).

The said acquisition by Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and
Ms. Anupama Anumala (Acquirers) had triggered the Open Offer in terms of SEBI (SAST)
Regulations, 2011 and accordingly all the due procedure for the Open Offer was followed by the
acquirer including disclosure of Public Announcement, Draft Letter of Offer to SEBI with the
help of the Merchant Banker, CIL Securities Limited, appointed by the Acquirer. After approval
from SEBI, Letter of Offer dated July 04^th, 2024 was sent to all the public shareholders for
tendering their shares @ Rs.5.00 per share as determined by the Registered Valuer.

The Merchant Banker, thereafter submitted Post Offer Public Announcement dated 01.08.2024 on
the successful completion of the open offer.

The Board perused the Announcement dated 01.08.2024 submitted by CIL Securities Limited on
the successful completion of the open offer process, resulting in change of ownership and
management of the Company and invited the new management to take control of the Company
under the guidance of Mr. Narasimharao Anumala, Mr. Anumala Ramesh Choudary and Ms.
Anupama Anumala (Acquirers).

8. SHARE CAPITAL OF THECOMPANY:

The Authorised share capital of the Company as on 31.03.2024 is Rs. 5,00,00,000/- divided into
50,00,000 equity shares of Rs.10/- each.

The Paid up share capital of the Company as on 31.03.2024 is Rs. 1,40,21,500/- divided into
14,02,150 equity shares of Rs.10/- each.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year
ended 31st March,2024 can be accessed on the Company’s website at
https: / / www. somapapers. in/.

10. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION
OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company has no subsidiary Companies/Joint Venture or Associate Company as on 31st
March 2024.

11. DETAILS RELATING TO DEPOSITS:

The Company has not accepted any public deposits during the Financial Year ended March 31,
2024 and as such, no amount of principal or interest on public deposits was outstanding as on the
date of the balance sheet.

12. DETAILS OFDEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF
THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,
2024, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019
amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file
with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt
of money/loan by the Company, which is not considered as deposits.

The Company has complied with this requirement within the prescribed timelines.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no loans given, guarantees/ securities provided by the Company under Section 186 of
the Companies Act, 2013 during the year under review. The details of Investments made by the
company have been disclosed in the Notes to Accounts of the financial statements.

14. CORPORATESOCIALRESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, were not applicable to the Company for the financial
year ended 31st March, 2024.

15. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS /
TRIBUNALS:

There were no material Orders passed by Courts/Regulations and Tribunals impacting the going
concern status of the company and its future operations.

16. APPOINTMENT/ RE-APPOINTMENT / RESIGNATION / RETIREMENT OF
DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:

A. During the year the following directors were resigned:

Resignation of Mr. Ashish Prakashchandra Gupta as Independent Director w.e.f. 09.01.2024
Resignation of Mr. Dharmesh Shantilal Shah as Independent Director w.e.f. 13.08.2024
Resignation of Mr. Bharat Somani as Managing Director w.e.f. 13.08.2024
Resignation of Mr. Vikram Krishnakumar Somani as Whole-time Director w.e.f. 13.08.2024
Resignation of Ms. Saraswati Somani as Director and CFO w.e.f. 09.01.2024

B. During the year the following directors were appointed:

Appointment of Mr. Shivashankar Reddy Gopavarapu as Independent Director w.e.f. 29.08.2023
Appointment of Mr. Prabhakar Reddy Palakolanu as Independent Director w.e.f. 09.01.2024
Appointment of Ms. Kuntala Rani Roy as Independent Director w.e.f. 13.08.2024
Appointment of Ms. V. Priya Darshini Lakshmi as Whole-time director & CFO w.e.f. 09.01.2024

C. Information u/r 36(3) of SEBI (LODR), Regulations, 2015:

As required under regulation 36 (3) of the SEBI (LODR), Regulations, 2015, brief particulars of the
Directors seeking appointment/re-appointments are given as Annexure A to the notice of the AGM
forming part of this Annual Report.

17. DECLARATIONBYINDEPENDENTDIRECTORS:

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with both the criteria of independence as prescribed under sub-section (6) of
Section 149 of the Companies Act, 2013 and under Reg.16(1)(b) read with Reg. 25 of SEBI (Listing
Obligations and Disclosure Requirements), Regulations 2015.

In compliance with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014,
all the PIDs of the Company have registered themselves with the India Institute of Corporate Affairs
(IICA), Manesar and have included their names in the databank of Independent Directors within the
statutory timeline.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Act
and the Company’s Code of Conduct. In terms of Reg. 25(8) of SEBI (Listing Obligations and
Disclosure Requirements), Regulations 2015, the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgement and
without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board of Directors and Committee(s).

18. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013 and on the
basis of explanation given by the executives of the Company and subject to disclosures in the Annual
Accounts of the Company from time to time, we state as under:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made
judgment 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 or loss of the Company for that
period;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and are operating effectively; and

6. That the Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

19. BOARD EVALUATION:

Evaluation of all Board members is performed on an annual basis. The evaluation is performed by the
Board and Independent Directors with specific focus on the performance and effective functioning of
the Board and Individual Directors.

In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act,
2017 the Company adopted the recommended criteria by Securities and Exchange Board of India.

The Directors were given following Forms for evaluation:

(i) Evaluation of Board;

(ii) Evaluation of Committees of the Board;

(iii) Evaluation of Independent Directors;

(iv) Evaluation of Chairperson; and

(v) Evaluation of Whole-time Director and Whole-time Director

The Directors were requested to give following ratings for each criteria:

1. Could do more to meet expectations;

2. Meets expectations; and

3. Exceeds expectations.

The Directors have sent the duly filled forms to the Board. Based on the evaluation done by the
Directors, the report on Evaluation was submitted to the Board. And based on the report, the Board of
Directors has informed that the performance of Directors is satisfactory.

20. MEETINGS OF BOARD OF DIRECTORS OF THECOMPANY:

The Board of Directors duly met Nine (09) times during the financial year from 1st April 2023 to 31st
March 2024. The dates on which the meetings were held are 20.05.2023, 25.07.2023, 26.08.2023,
29.08.2023, 16.09.2023, 07.11.2023, 09.01.2024, 12.01.2024 and 08.02.2024 and in respect of which
meetings, proper notices were given and the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose.

* resigned w.e.f. 09.01.2024

# resigned w.e.f. 13.08.2024
&appointment w.e.f 29.08.2023
$appointment w.e.f 09.01.2024

(I). Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 of II
the Listing Regulations and Section 177 of the Act, 2013.

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The terms of reference of the Audit Committee encompasses the requirements of Section 177 of
Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and, inter alia,
includes:

i. Oversight of the listed entity’s financial reporting process and the disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;

ii. Recommendation for appointment, remuneration and terms of appointment of auditors of the
listed entity;

iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

iv. Reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval, with particular reference to:

a. Matters required to be included in the director’s responsibility statement to be included in the board’s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. Changes, if any, in accounting policies and practices and reasons for the same;

c. Major accounting entries involving estimates based on the exercise of judgment by management;

d. Significant adjustments made in the financial statements arising out of audit findings;

e. Compliance with listing and other legal requirements relating to financial statements;

f. Disclosure of any related party transactions;

g. Modified opinion(s) in the draft audit report;

v. Reviewing, with the management, the quarterly financial statements before submission to the
board for approval;

vi. Reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other
than those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency monitoring the utilization of proceeds of a 380[public issue or rights issue or
preferential issue or qualified institutions placement], and making appropriate recommendations to
the board to take up steps in this matter;

vii. Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;

viii. Approval or any subsequent modification of transactions of the listed entity with related parties;

ix. Scrutiny of inter-corporate loans and investments;

x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

xi. Evaluation of internal financial controls and risk management systems;

xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of
the internal control systems;

xiii. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure

coverage and frequency of internal audit;

xiv. Discussion with internal auditors of any significant findings and follow up there on;

xv. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature and
reporting the matter to the board;

xvi. Discussion with statutory auditors before the audit commences, about the nature and scope of
audit as well as post-audit discussion to ascertain any area of concern;

xvii. To look into the reasons for substantial defaults in the payment to the depositors, debenture
holders, shareholders (in case of non-payment of declared dividends) and creditors;

xviii. To review the functioning of the whistle blower mechanism;

xix. Approval of appointment of chief financial officer after assessing the qualifications, experience
and background, etc. of the candidate;

xx. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.

xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders.

xxiii. Carrying out any other function as may be referred to the Committee by the Board.

xxiv. Authority to review / investigate into any matter covered by Section 177 of the Companies Act, 2013
and matters specified in Part C of Schedule II of the Listing Regulations.

B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING
INFORMATION:

i. Management discussion and analysis of financial condition and results of operations;

ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to
review by the audit committee.

v. Statement of deviations:

• Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1).

• Annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

C. COMPOSITION, MEETINGS & ATTENDANCE:

• During the financial year 2023-24, (4) four meetings of the Audit Committee were held on the
20.05.2023, 25.07.2023, 07.11.2023 and 08.02.2024.

## appointed w.e.f 13.08.2024

* resigned w.e.f. 09.01.2024

# resigned w.e.f. 13.08.2024
$appointment w.e.f 09.01.2024

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

i. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;

ii. For every appointment of an independent director, the Nomination and Remuneration Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates.

iii. Formulation of criteria for evaluation of performance of independent directors and the board of
directors;

iv. Devising a policy on diversity of board of directors;

v. Identifying persons who are qualified to become directors and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the board of directors their
appointment and removal.

vi. Whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors.

vii. Recommend to the board, all remuneration, in whatever form, payable to senior management.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING
THE YEAR:

During the financial year 2023-24, (4) Four meetings of the Nomination and Remuneration Committee
were held on the 20.05.2023, 29.08.2023, 09.01.2024 and 08.02.2024.

## appointed w.e.f 13.08.2024

* resigned w.e.f. 09.01.2024

# resigned w.e.f. 13.08.2024
$appointment w.e.f 09.01.2024
&appointment w.e.f 29.08.2023

NED (I): Non-Executive Independent director
NED: Non-Executive director

C.PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head
“Board Evaluation” in Directors’ Report.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’
INDEPENDENCE:

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for
identifying persons who are qualified to become Directors and to determine the independence of
Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2.1 “Director” means a director appointed to the Board of a Company.

2.2 “Nomination and Remuneration Committee means the committee constituted in accordance with
the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

2.3 “Independent Director” means a Director referred to in sub-Section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3. Policy:

3.1 Qualifications and criteria

3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis,
appropriate skills, knowledge and experience required of the Board as a whole and its individual
members. The objective is to have a board with diverse background and experience that are relevant
for the Company’s operations.

3.1.2 In evaluating the suitability of individual Board member the NR Committee may take into
account factors, such as:

• General understanding of the Company’s business dynamics, global business and social
perspective;

• Educational and professional background

• Standing in the profession;

• Personal and professional ethics, integrity and values;

• Willingness to devote sufficient time and energy in carrying out their duties and responsibilities
effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

• shall possess a Director Identification Number;

• shall not be disqualified under the companies Act, 2013;

• shall Endeavour to attend all Board Meeting and Wherever he is appointed as a Committee Member,
the Committee Meeting;

• shall abide by the code of Conduct established by the Company for Directors and senior Management
personnel;

• shall disclose his concern or interest in any Company or companies or bodies corporate, firms, or other
association of individuals including his shareholding at the first meeting of the Board in every
financial year and thereafter whenever there is a change in the disclosures already made;

• Such other requirements as any prescribed, from time to time, under the Companies Act, 2013,
Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and
other relevant laws.

3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of
having a group that best enables the success of the Company’s business.

3.2 Criteria of Independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at
time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall
re-assess determinations of independence when any new interest or relationships are disclosed by a
Director.

3.2.2 The criteria of independence shall be in accordance with the guidelines as laid down in
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

An independent Director in relation to a Company, means a director other than a managing Director
or a whole-time Director or a nominee Director

i. who, in the opinion of the board of directors, is a person of integrity and possesses relevant expertise

and experience;

ii. who is or was not a promoter of the listed entity or its holding, subsidiary or associate companyor

member of the promoter group of the listed entity;

iii. who is not related to promoters or directors in the listed entity, its holding, subsidiary or associate
company;

iv. who, apart from receiving director's remuneration, has or had no material pecuniary relationship
with the listed entity, its holding, subsidiary or associate company, or their promoters, or directors,
during the three immediately preceding financial years or during the current financial year;

v. none of whose relatives—

a. is holding securities of or interest in the listed entity, its holding, subsidiary or associate company
during the three immediately preceding financial years or during the current financial year of face

value in excess of fifty lakh rupees or two percent of the paid-up capital of the listed entity, its
holding, subsidiary or associate company, respectively, or such higher sum as may be specified;

b. is indebted to the listed entity, its holding, subsidiary or associate company or their promoters or
directors, in excess of such amount as may be specified during the three immediately preceding
financial years or during the current financial year;

c. has given a guarantee or provided any security in connection with the indebtedness of any third
person to the listed entity, its holding, subsidiary or associate company or their promoters or
directors, for such amount as may be specified during the three immediately preceding financial
years or during the current financial year; or

d. has any other pecuniary transaction or relationship with the listed entity, its holding, subsidiary or
associate company amounting to two percent or more of its gross turnover or total income:
Provided that the pecuniary relationship or transaction with the listed entity, its holding, subsidiary
or associate company or their promoters, or directors in relation to points (A) to (D) above shall not
exceed two percent of its gross turnover or total income or fifty lakh rupees or such higher amount
as may be specified from time to time, whichever is lower.]

vi. who, neither himself [“/herself], nor whose relative(s) —

a. holds or has held the position of a key managerial personnel or is or has been an employee of the
listed entity or its holding, subsidiary or associate company or any company belonging to the
promoter group of the listed entity, in any of the three financial years immediately preceding the
financial year in which he is proposed to be appointed:

Provided that in case of a relative, who is an employee other than key managerial personnel, the
restriction under this clause shall not apply for his / her employment.

b. is or has been an employee or proprietor or a partner, in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed, of —

(i) a firm of auditors or company secretaries in practice or cost auditors of the listed entity or its
holding, subsidiary or associate company; or

(ii) any legal or a consulting firm that has or had any transaction with the listed entity, its holding,
subsidiary or associate company amounting to ten per cent or more of the gross turnover of such
firm;

c. holds together with his relatives two per cent or more of the total voting power of the listed entity; or

d. is a chief executive or director, by whatever name called, of any non-profit organisation that receives
twenty-five per cent or more of its receipts or corpus from the listed entity, any of its promoters,
directors or its holding, subsidiary or associate company or that holds two per cent or more of the
total voting power of the listed entity;

e. is a material supplier, service provider or customer or a lessor or lessee of the listed entity;

vii. who is not less than 21 years of age.

viii. who is not a non-independent director of another company on the board of which any non¬
Independent director of the listed entity is an independent director:

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in
Schedule IV to the companies Act, 2013.

3.3 Other Directorships/ Committee Memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board Performance Accordingly, members should voluntarily limit their
Directorships in other listed public limited companies in such a way that it does not interfere with
their role as Director of the Company. The NR Committee shall take into account the nature of, and
the time involved in a Director service on other Boards, in evaluating the suitability of the individual
Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10
shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not
more than 3 listed companies in case he is serving as a whole-time Director in any listed Company.

3.3.4 A Director shall not be a member in more than 10 committee or act as chairman of more than 5
committees across all companies in which he holds Directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s
relationship committee of all public limited companies, whether listed or not, shall be included and
all other companies including private limited companies, foreign companies and companies under
Section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

The objectives of the remuneration policy are to motivate Directors to excel in their performance,
recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the
Directors, responsibilities shouldered and individual performance.

Remuneration policy for Directors, key managerial personnel and other employees

1. Scope:

0.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for
recommending to the Board the remuneration of the Directors, key managerial personnel and other
employees of the Company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a Director appointed to the Board of the Company.

2.2 “key managerial personnel” means

(i) The Chief Executive Officer or the managing Director or the manager;

(ii) The Company Secretary;

(iii) The Whole-time Director;

(iv) The Chief Financial Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in
accordance with the provisions of Section 178 of the companies Act, 2013, clause 49 of the Equity
Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the
remuneration payable to the key managerial personnel of the Company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall
include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR
committee and Annual performance bonus will be approved by the committee based on the
achievement against the Annual plan and Objectives.

3.2 Remuneration to Non - Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the
remuneration payable to the Non - Executive Directors of the Company within the overall limits
approved by the shareholders as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board
and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related
commission in addition to the sitting fees.

3.3. Remuneration to other employees

1.3.1. Employees shall be assigned grades according to their qualifications and work experience,
competencies as well as their roles and responsibilities in the organization. Individual
remuneration shall be determined within the appropriate grade and shall be based on various
factors such as job profile skill sets, seniority, experience and prevailing remuneration levels
for equivalent jobs.

5. OTHER DIRECTORSHIPS/ COMMITTEE MEMBERSHIPS:

5.1 The Board members are expected to have adequate time and expertise and experience to
contribute to effective Board performance. Accordingly, members should voluntarily limit their
directorships in other listed public limited companies in such a way that it does not interfere with
their role as director of the company. The NR Committee shall take into account the nature of and
the time involved in a director’s service on other Boards, in evaluating the suitability of the
individual Director and making its recommendations to the Board.

5.2 Director shall not serve as director in more than 20 companies of which not more than 10 shall be
public limited companies.

5.3 Director shall not serve as an independent Director in more than 7 listed companies and not more
than 3 listed companies in case he is serving as a whole-time Director in any listed company.

5.4 Director shall not be a member in more than 10 committees or act as chairman of more than 5
committees across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s
relationship committee of all public limited companies, whether listed or not, shall be included and all
other companies including private limited companies, foreign companies and companies under section
8 of the companies Act, 2013 shall be excluded.

23. STAKEHOLDERSRELATIONSHIPCOMMITTEE(“SRC”):

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Committee’s role includes:

i. Resolving the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends,
issue of new/duplicate certificates, general meetings etc;

ii. Review of measures taken for effective exercise of voting rights by shareholders;

Review of adherence to the service standards adopted by the Company in respect of various
services being rendered by the Registrar & Share Transfer Agent;

iii. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company;

iv. Such other matter as may be specified by the Board from time to time.

v. Authority to review / investigate into any matter covered by Section 178 of the Companies Act,
2013 and matters specified in Part D of Schedule II of the Listing Regulations.

B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING
THE YEAR:

During the financial year 2023-24, (1) one meeting of the Stakeholders and Relationship Committee
meeting was held on 13.02.2024.

* resigned w.e.f. 09.01.2024

# resigned w.e.f. 13.08.2024
&appointment w.e.f 29.08.2023
$appointment w.e.f 09.01.2024

NED (I): Non-Executive Independent director
ED: Executive director
NED: Non-Executive director

DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING
DURING THE YEAR 2023-24:

24. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed
for a period of seven years from the due date is required to be transferred to the Investor Education
and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund under
the Section 125(1) and Section 125(2) of the Act.

25. TRANSFER OF SHARES AND UNPAID/UNCLAIMED AMOUNTS TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 of the Act, Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”) read with the
relevant circulars and amendments thereto, the amount of dividend remaining unpaid or unclaimed
for a period of seven years from the due date is required to be transferred to the Investor Education
and Protection Fund (“IEPF”), constituted by the Central Government.

During the Year, no amount of dividend was unpaid or unclaimed for a period of seven years and
therefore no amount is required to be transferred to Investor Education and Provident Fund under
the Section 125(1) and Section 125(2) of the Act.

26. VIGILMECHANISM/WHISTLEBLOWERPOLICY:

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations,2015, the Company has in place a Vigil Mechanism/ Whistle Blower policy to report
genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle
Blower policy has posted on the website of the Company https://www.somapapers.in/.

27. RELATEDPARTYTRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on
Company’s website at https://www.somapapers.in/. This policy deals with the review and approval
of related party transactions.

All related party transactions that were entered into during the financial year were on arm’s length
basis and were in the ordinary course of business. There were no material significant related party
transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the
Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure III which forms part
of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior
approval of the Audit Committee was obtained for the transactions which are foreseen and are in
repetitive in nature. Members may refer to note no. 25 to the financial statements which sets out
related party disclosures pursuant to IND AS-24.

28. DEPOSITORYSYSTEM:

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandate that the transfer,
except transmission and transposition, of securities shall be carried out in dematerialized form only
with effect from 1st April 2019. In view of the numerous advantages offered by the Depository system
as well as to avoid frauds, members holding shares in physical mode are advised to avail of the facility
of dematerialization from either of the depositories. The Company has, directly as well as through its
RTA, sent intimation to shareholders who are holding shares in physical form, advising them to get the
shares dematerialized.

29. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements
of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the
Company lays down guidelines and procedures to be followed, and disclosures to be made while
dealing with shares of the Company, as well as the consequences of violation. The policy has been
formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the
highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair
disclosure of unpublished price sensitive information and code of conduct for the prevention of
insider trading is available on our website (www.somapapers.in). All the Board Members and Senior
Management Personnel have confirmed compliance with the Code.

30. AUDITORS:

A. STATUTORYAUDITORS:

M/s. GMJ & Co, Chartered Accountants, Mumbai (FRN:103429W) were appointed as Statutory
Auditors for 5 years in 32nd Annual General Meeting until the conclusion of 37th Annual General
Meeting to be held in the year 2028.

Emphasis of Matter

i. The company had written off and written back various amounts in the previous years. However, in
the absence of any documentary evidence and limited information available to us, we are unable to
comment on such write offs and write back in the previous year’s financial statements.

ii. The fact that the Company’s borrowings from various lenders have been settled in 2009-10.
However, as per records in MCA, the charges are still outstanding.

Reply to the Emphasis Matter:

The bank has auctioned the Land, Factory Premises. Plant and Machinery. ‘inventory and other
assets lying at Nasik in Financial Year 2007-08 which was approved by the Debt Recovery
Tribunal. Auction proceeds received by bank has been utilised to repay Bank Cash Credit
Liabilities. Debentures with interest. Electricity charges. deposit given to Labour court for Labour
settlement. SICOM Loans and other related expenses. The accounting of the above transaction has
been done in previous years on the basis of communication from bank. No confirmation from
debenture holders, electricity department Sales Tax Authority or Labour court have been received
against the proceeds distributed by Bank

B. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made
thereunder, the company has appointed M/s. GMJ & Associates, Practicing Company Secretaries to
undertake the Secretarial Audit of the Company for the Financial Year 2023-24 in compliance with
the applicable provisions of the Companies Act,2013.

The Secretarial Audit report is annexed here with as Annexure ‘I’ and forms an integral part to this
report.

31. AUDITORS REPORT/SECRETARIAL AUDIT REPORT:

The observations of the auditors contained in their Report have been adequately dealt with in the
Notes to the Accounts which are self-explanatory and therefore, do not call for any further
comments.

As required under Section 204(1) of the Companies Act, 2013 the Company has obtained a
Secretarial Audit Report. The report of Secretarial Auditors contains Qualifications regarding:

• The entries for sharing UPSI with internal officers related to financial result is not recorded in
SDD system also details regarding received time of UPSI are not recorded correctly during the
quarter ended 31^st December, 2023.

• The Company has not submitted the outcome of Board Meeting within 30 Minutes from the
conclusion of the Board Meeting dated 8^th February, 2024 conducted to consider and approved the
Unaudited Financial Results of the Company for the quarter ended on 31^st December, 2023.

• The Company has not complied with Regulation 47pertaining to:

a. publishing of financial results in newspapers;

b. notices given to shareholders by advertisement.

The Board taken measures to address the observations addressed by the Secretarial Auditor.

32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in house Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is defined by
the Audit Committee. To maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficiency and adequacy of internal
control system in the Company, its compliance with operating systems, accounting procedure
sand policies of the Company.

Based on the internal audit function, the company undertakes corrective action in their respective
areas and there by strengthens the control system. Significant audit observations and
recommendations along with the corrective actions thereon are presented to the Audit Committee
of the Board.

33. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management discussion and analysis report for the year under review as stipulated under Regulation
34 (e) read with schedule V, Part B of SEBI (Listing Obligations and Disclosure Requirements),
Regulations 2015 with the stock exchange in India is annexed herewith as Annexure- IV to this
report.

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 reasonably
anticipated, that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Board of Directors and Committee(s).

34. CORPORATEGOVERNANCE:

Pursuant to Schedule V of the SEBI(LODR)Regulations, 2015 a Corporate Governance Report is
required to be attached to the Directors Report; however, the same is not applicable to the Company.

35. FAMILIARISATION PROGRAMMES:

The Company familiarises its Independent Directors on their appointment as such on the Board with
the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the
Company operates, etc. through familiarization programme. The Company also conducts orientation
programme upon induction of new Directors, as well as other initiatives to update the Directors on a
continuing basis. The familiarization programme for Independent Directors is disclosed on the
Company’s website https://www.somapapers.in/ .

36. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013, is provided
hereunder:

A. Conservation of Energy:

Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve
energy wherever possible by using energy efficient computers and purchase of energy efficient
equipment.

B. Research & Development and Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings: NIL
Foreign Exchange Outgo: NIL

37. POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL
HARASSMENT AT WORKPLACE:

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual
Harassment at Workplace. Appropriate reporting mechanisms are in place for ensuring protection
against Sexual Harassment and the right to work with dignity. During the year under review, the
Company has not received any complaints in this regard.

Further, the provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
were not applicable to the company during the review period.

38. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS
OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER
RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act,
read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as Annexure V (a) to this Report.

A statement showing the names of the top ten employees in terms of remuneration drawn and the
name of every employee is annexed to this Annual report as Annexure V (b).

During the year, NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and above
per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section
197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

39. NON- EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions
with the Company which in the Judgment of the Board may affect the independence of the Directors.

40. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Internal Financial Controls with reference to financial statements as designed and implemented by
the Company are adequate. The Company maintains appropriate system of internal control, including
monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or
disposition. Company policies, guidelines and procedures provide for adequate checks and balances,
and are meant to ensure that all transactions are authorized, recorded and reported correctly.

During the period under review, there is no material or serious observations have been noticed for
inefficiency or inadequacy of such controls.

Further, details of internal financial control and its adequacy are included in the Management
Discussion and Analysis Report which is appended as Annexure IV and forms part of this Report.

41. REPORTING OF FRAUDS:

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12)
of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of
the Companies Act, 2013.

42. 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 to which the financial statements
relate and the date of this report.

43. SECRETARIAL STANDARDS:

The Company has devised proper systems and is in the process to ensure compliance with the
provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of
India and that such systems are adequate and operating effectively.

44. RISKMANAGEMENTPOLICY:

According to the Directors of the Company, elements of risk that could threaten the existence of
the Company are minimal. Hence, no separate risk management policy is formulated by the
Company

45. SAFETY, ENVIRONMENT CONTROL AND PROTECTION:

The Company is aware of the importance of environmentally clean and safe operations. The
Company’s policy requires conduct of operations in such a manner, so as to ensure safety of all
concerned, compliances, environmental regulations and preservation of natural resources.

46. DISCLOSURE ON MAINTENANCE OF COST RECORDS:

Maintenance of Cost Records as specified by the Central Government under sub section (1) of
Section 148 of the Companies Act, 2013, is not applicable to the Company.

47. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

In adherence to the provisions of Section 134(3)(e) and 178(1) & (3) of the Companies Act, 2013,
the Board of Directors upon recommendation of the Nomination and Remuneration Committee
approved a policy on Director’s appointment and remuneration, including, criteria for determining
qualifications, positive attributes, independence of a Director and other matters. The said Policy
extract uploaded on the Company’s website at https://www.somapapers.in/ available on our website.

48. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in then name
of the Company under the Insolvency and Bankruptcy Code, 2016.

49. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not
required.

50. STAUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard
to the affairs of the Company in all respects.

51. POLICIES:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the
formulation of certain policies for all listed companies. All the policies are available on our website
https ://www. s omapapers. in/.

52. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as
mentioned:

a) Issue of sweat equity share: NA

b) Issue of shares with differential rights: NA

c) Issue of shares under employee’s stock option scheme: NA

d) Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA

e) Buy back shares: NA

f) Disclosure about revision: NA

g) Preferential Allotment of Shares: NA

h) Issue of equity shares with differential rights as to dividend, voting: NA

53. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to
be implemented.

54. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENTANDVALUATIONWHILEAVAILINGLOANFROMBANKSANDFINA
NCIALINSTITUTIONS:

During the year under review, there has been no one-time settlement of loans taken from banks and
financial institutions.

55. APPRECIATION& ACKNOWLEDGEMENTS:

Your Directors place on record their appreciation for the overwhelming co-operation and assistance
received from the investors, customers, business associates, bankers, vendors, as well as regulatory
and governmental authorities. Your Directors also thanks the employees at all levels, who through
their dedication, co-operation, support and smart work have enabled the company to achieve a
moderate growth and is determined to poise a rapid and remarkable growth in the year to come.

Your Directors also wish to place on record their appreciation of business constituents, banks and
other financial institutions and shareholders of the Company, SEBI, BSE, NSDL, CDSL, Bankers etc.
for their continued support for the growth of the Company.

For and on behalf of the Board of Directors
For Soma Papers and Industries Limited

Sd/- Sd/-

Place: Mumbai V. Priya Darshini G.Shiva Shankar

Date: 13.08.2024 Lakshmi Reddy

Whole-Time Director Director

(DIN:07803502) (DIN:10039853)