32 ANNUAL REPORT ND 2015-16 - simpexin.com€¦ · 32 ANNUAL REPORT 2015-16ND BOARD OF DIRECTORS Mr. Pranay A. Patel Executive Director Mr. Kashyap R. Mehta Director Mr. Kaushikkumar

SOM SHIVA (I MPEX) L I M I TED

32 ANNUAL REPORT

[CI N:L 51909GJ1984PL C007374]

ND

2015-16

SOM SHIVA (IMPEX) LIMITED[CIN: ] L51909GJ1984PLC00737432 ANNUAL REPORT 2015-16ND

BOARD OF DIRECTORS

Mr. Pranay A. Patel Executive DirectorMr. Kashyap R. Mehta Director

Mr. Kaushikkumar D. Naik Director

Mr. Chetan J. Vyas DirectorMs. Rajkumari Udhwani Director

‘Mangalam’REGISTERED OFFICE

Behind Apang Manav Mandal,Dr. V. S. Road,Ahmedabad – 380 015

IDBI Bank Limited,BANKERS

Ahmedabad

PGT & Associates,

STATUTORY AUDITORS

Chartered Accountants,Ahmedabad

M/s. Kashyap R. Mehta & Associates,COMPANY LAW CONSULTANTS

Company Secretaries,Ahmedabad

Survey no. 221/2 & 224/4,FACTORY

Indrad Village, Tal.: Kadi,Dist.: Mehsana, Gujarat

Plot no. 111, Phase – I GIDC,Chhatral, Tal.: Kalol,Dist.: Gandhinagar, Gujarat

Survey No. 305, Village: Savda, Tal: Dasada,SOLAR POWER PLANT

Dist: Surendranagar, Gujarat

REGISTRAR ANDSHARE TRANSFER AGENTSM/s. Link Intime India Private Limited.Unit No. 303, 3rd floor Shoppers Plaza V,Opp. Municipal Market,Behind Shoppers Plaza II,Off C G Road, Ahmedabad – 380 009

CONTENTS PAGE NO.

Notice 1-6

Directors' Report including 7-30Corporate Governance Reportand Secretarial Audit Report

Independent Auditors' Report 31-36

Balance Sheet 37

Statement of Profit and Loss 38

Cash Flow Statement 39Notes on Financial Statement 40-54

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ANNUAL REPORT 2015-16

NOTICE 32 ANNUAL GENERAL MEETING SOM SHIVA is hereby given that the of the members of ND

(IMPEX) LIMITED

Date

will be held as scheduled below:

:Day

29 September, 2016th

:Time

Thursday:

Place12.00 Noon

: Registered Office of the Company at:‘Mangalam’Behind Apang Manav Mandal,Dr. V. S. Road,Ahmedabad – 380 015

to transact the following business:

1.

ORDINARY BUSINESS:

To consider and adopt the Audited Financial Statements of the Company for the financial year ended31 March, 2016, the reports of the Board of Directors and Auditors thereon.st

2. To declare dividend for the year ended on 31 March, 2016.st

3. To appoint a Director in place of Mr. Pranay A. Patel (DIN – 00249074), who retires by rotation in termsof Section 152(6) of the Companies Act, 2013 and, being eligible, offers himself for re-appointment.

4. To consider and if thought fit to pass with or without modification(s) the following resolution as an:Ordinary Resolution

“RESOLVED that pursuant to the provisions of Section 139, 142 and any other applicable provisionsof the Companies Act, 2013 and rules made there under, as amended from time to time, and pursuantto the resolution passed by the members at the Annual General Meeting (AGM) held on 29 September,th

2015, the appointment of M/s. P.G.T. & Associates (Firm Registration No. 116277W), as the StatutoryAuditors of the Company to hold office for a period of 4 years i.e. till the conclusion of the AGM to beheld for the year 2020 be and is now hereby ratified for the year 2016-17 and that the Board ofDirectors be and is hereby authorised to fix the remuneration payable to them as may be mutuallyagreed upon between the Board of Directors of the Company and the Statutory Auditors.”

5.

SPECIAL BUSINESS:

To consider and, if thought fit, to pass with or without modification, the following Resolution as a

“RESOLVED THAT pursuant to the provisions of section 186 and other applicable provisions, if any, of

Special Resolution:

the Companies Act, 2013 read with Companies (Meetings of Board and its powers) Rules, 2014(including any amendment thereto or re-enactment thereof), the consent of the members of the Companybe and is hereby accorded to the Board of Directors of the Company (hereinafter called ‘the Board’which term shall be deemed to include any Committee which the Board may have constituted orhereinafter constitute to exercise its powers including the power conferred by this resolution) to makeinvestment or acquire by way of subscription, purchase or otherwise the securities of any other bodycorporate whether Indian or overseas up to maximum amount of Rs. 25 Crores (Rupees Twenty FiveCrores only) outstanding at any point of time not withstanding that the aggregate amount of all theinvestments so far made together with the proposed investments to be made, exceeds the prescribedlimits under the Companies Act, 2013.”

“RESOLVED FURTHER THAT the Board be and is hereby authorised to take from time to time alldecisions and steps in respect of the above investment including the timing, amount and other termsand conditions of such investments and varying the same either in part or in full as it may deemappropriate, and to do and perform all such acts, deeds, matters and things as may deem necessary,

NOTICE

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SOM SHIVA (IMPEX) L IMI TED

proper or desirable and to settle any question, difficulty or doubt that may arise in this regard includingpower to sub-delegate in order to give effect to the aforesaid resolution.”

Registered Office : By Order of the Board,‘Mangalam’Behind Apang Manav Mandal,Dr. V. S. Road,Ahmedabad – 380 015Date : 20 July, 2016

Rajkumari R. UdhwaniDirectorth

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of SpecialBusiness at item no. 5 in the Notice is annexed hereto.

2. The Register of Members and Share Transfer Books will remain closed from 2 September, 2016 tond

29 September, 2016 th (both days inclusive) for the purpose of Annual General Meeting (AGM).

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXYOR PROXIES TO ATTEND AND, TO VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BEA MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOTEXCEEDING 50 (FIFTY) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTALSHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORETHAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAYAPPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FORANY OTHER SHAREHOLDER.

The instrument of Proxy in order to be effective, must be deposited at the Registered Office of theCompany, duly completed and signed, not less than 48 hours before the commencement of the meeting.A Proxy form is sent herewith. Proxy form submitted on behalf of the Companies, Societies, etc. mustbe supported by an appropriate resolution / authority, as applicable.

4. Corporate members intending to send their authorised representatives to attend the Meeting arerequested to send to the Company, a certified copy of Board Resolution/ Authorisation documentauthorising their representative to attend and vote on their behalf at the AGM.

5. The dividend as recommended by the Board of Directors will be paid to those members, whose namesappear on the Company’s Register of Members on . In respect of the shares in2 September, 2016nd

electronic form, the dividend will be payable on the basis of beneficial ownership furnished by NationalSecurities Depositories Limited (NSDL) and Central Depositories Services (India) Limited (CDSL) forthis purpose.

6. In terms of provision of Section 125 of the Companies Act, 2013 the amount of dividend not encashedor claimed within 7 (seven) years from the date of its transfer to the unpaid dividend account, isrequired to be transferred to the Investor Education and Protection Fund (IEPF) established by theCentral Government. There is no unclaimed dividend.

7. Members holding shares in the dematerialized mode are requested to intimate all changes withrespect to their bank details, ECS mandate, nomination, power of attorney, change of address, changein name, etc, to their Depository Participant (DP). These changes will be automatically reflected in theCompany’s records, which will help the Company to provide efficient and better service to the Members.Members holding shares in physical form are requested to intimate the changes to the Registrar &Share Transfer Agents of the Company (RTA).

8. Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 and Secretarial Standard 2 issued by The Institute of Company Secretaries of India in respect ofDirectors seeking re-appointment/appointment/ confirmation at the ensuing Annual General Meetingis provided in the Corporate Governance Report forming part of the Annual Report. The Directors havefurnished the requisite declarations for their appointment / re-appointment.

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9. The Securities and Exchange Board of India (SEBI) has mandated the submission of PermanentAccount Number (PAN) by every participant in securities market. Members holding shares in electronicform are, therefore, requested to submit the PAN to their DPs with whom they are maintaining theirdemat accounts and members holding shares in physical form to the Company / RTA.

10. The members are requested to intimate to the Company, queries, if any, at least 10 days before thedate of the meeting to enable the management to keep the required information available at themeeting.

11. The Shareholders holding Shares in Physical form are advised to seek their shareholding changed todematerialised form since in terms of SEBI and Stock Exchange guidelines no physical shares can betraded in the Stock Exchanges.

12. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may filenomination in the prescribed Form SH-13 and for cancellation / variation in nomination in the prescribedForm SH-14 with the Company’s RTA. In respect of shares held in electronic / demat form, the nominationform may be filed with the respective Depository Participant.

13. Members/Proxies are requested to bring duly filled attendance slip along with their copy of AnnualReport at the Meeting. Copies of Annual Report will not be distributed at the Meeting.

14. All documents referred to in the Notice and Explanatory Statement shall be available for inspection bymembers at the Registered Office of the Company during the business hours between 11.00 a.m. to1.00 p.m. on all working days of the Company up to the date of the Annual General Meeting.

15. To support the “Green Initiative”, Members who have not registered their e-mail addresses so far, arerequested to register their e-mail address with the Registrar & Share Transfer Agents of the Companyfor receiving all communication including Annual Report, Notices, Circulars, etc. from the Companyelectronically.

16. In support of the ‘Green Initiative’ announced by the Government of India, electronic copies of theAnnual Report for 2015-16 and this Notice inter alia indicating the process and manner of e-votingalong with Attendance Slip and Proxy Form are being sent by email to all the Members whose emailIDs are registered with the Company / Depository Participant(s) for communication purposes, unlessany Member has requested only for a hard copy of the same. For Members who have not registeredtheir email address, physical copies will be sent to them in the permitted mode. The Notice of AGM willalso be available on Central Depository Services (India) Limited (“CDSL”), www.cdslindia.com,www.evotingindia.com

17. The Ministry of Corporate Affairs has notified the Investor Protection and Education Fund (Uploadingof Information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 (IEPFRules) with the objective of enabling shareholders to use the information provided by the companieson their websites and the website of the IEPF, to verify the status of unclaimed dividends, if any. Theconcerned members are requested to verify the details of their unclaimed dividend, if any, from thesaid websites and lodge their claim with the Company’s RTA before the unclaimed dividends aretransferred to the IEPF.

18.

(a) In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the

VOTING THROUGH ELECTRONIC MEANS:

Companies (Management and Administration) Rules, 2014, Regulation 44 of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and any other applicable provisions,the Company is pleased to offer the facility of voting through electronic means and the businessset out in the Notice above may be transacted through such electronic voting. The facility ofcasting the votes by the Members using an electronic voting system from a place other than venueof the AGM (‘remote e-voting’) is provided by Central Depository Services (India) Limited.

(b) The facility for voting through ballot paper shall be made available at the AGM, and the Membersattending the meeting who have not cast their vote by remote e-voting shall be able to exercise theirright at the meeting through ballot. E-voting facility will not be made available at the AGM venue.

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SOM SHIVA (IMPEX) LIM ITED

(c) The Members who have cast their vote by remote e-voting prior to the AGM may also attend theAGM but shall not be entitled to cast their vote again.

(d) The remote e-voting period commences at 12.00 p.m. on Monday, 26 September, 2016 andth

ends at 5:00 p.m. on Wednesday, 28 September, 2016th . During this period members of theCompany, holding shares either in physical form or in dematerialized form, as on the cut-off datei.e. 22 September, 2016, nd may cast their vote by remote e-voting. The remote e-voting moduleshall be disabled by CDSL for e-voting thereafter. Once the vote on a resolution is cast by theMember, the Member shall not be allowed to change it subsequently or cast the vote again.

(e) The voting rights of shareholders shall be in proportion to their shares in the paid up equity sharecapital of the Company as on the cut-off date.

(i)

The procedure and instructions for remote e-voting are, as follows:

Open your web browser during the voting period and log on to the e-voting websitewww.evotingindia.com.

(ii) Now click on “Shareholders” to cast your votes.

(iii) Now, fill up the following details in the appropriate boxes:

User ID a. For CDSL: 16 digits Beneficiary ID

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID

c. Members holding shares in Physical Form should enter Folio Numberregistered with the Company

(iv) Next, enter the Image Verification as displayed and Click on Login.

(v) If you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier voting of any company, then your existing password is to be used.

(vi) If you are holding shares in demat form and has forgotten the existing password, then enterthe User ID and the image verification code and click on Forgot Password & enter the detailsas prompted by the system.

(vii) If you are a first time user, follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department

(Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/DepositoryParticipant are requested to use the first two letters of their name and the 8digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits enter the applicablenumber of 0’s before the number after the first two characters of the namein CAPITAL letters. Eg. If your name is Ramesh Kumar with sequencenumber 1 then enter RA00000001 in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format)Bank as recorded in your demat account or in the company records in order toDetails OR login.Date of Birth(DOB) If both the details are not recorded with the depository or company please

enter the member id / folio number in the Dividend Bank details field asmentioned in instruction (ii).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

5


(ix) Members holding shares in physical form will then directly reach the Company selectionscreen. However, members holding shares in demat form will now reach ‘Password Creation’menu wherein they are required to mandatorily enter their login password in the new passwordfield. Kindly note that this password is to be also used by the demat holders for voting forresolutions of any other company on which they are eligible to vote, provided that companyopts for e-voting through CDSL platform. It is strongly recommended not to share your passwordwith any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xi) Click on Electronic Voting Sequence Number (EVSN) of SOM SHIVA (IMPEX) LIMITED tovote.

(xii) On the voting page, you will see ‘Resolution Description’ and against the same, the option‘YES/NO’ for voting. Select the option YES or NO as desired. The option YES implies that youassent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the ‘RESOLUTIONS FILE LINK’ if you wish to view the entire Resolution details.

(xiv) After selecting the Resolution, you have decided to vote on, click on ‘SUBMIT’. A confirmationbox will be displayed. If you wish to confirm your vote, click on ‘OK’, else to change your vote,click on ‘CANCEL’ and accordingly modify your vote

(xv) Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on ‘Click here to print’ optionon the Voting page.

(xvii)Shareholders can also cast their vote using CDSL’s mobile app m-Voting available forandroid based mobiles. The m-Voting app can be downloaded from Google Play Store.iPhone and Windows phone users can download the app from the App Store and the WindowsPhone Store respectively on or after 30 June 2016. Please follow the instructions as promptedth

by the mobile app while voting on your mobile.

(xviii) Note for Non – Individual Members and Custodians:

- Non-Individual Members (i.e. other than Individuals, HUF, NRI etc.) and Custodian arerequired to log on to www.evotingindia.com and register themselves as Corporates.

· A scanned copy of the Registration Form bearing the stamp and sign of the entity shouldbe emailed to [email protected].

· After receiving the login details, a compliance user should be created using the adminlogin and password. The Compliance user would be able to link the account(s) for whichthey wish to vote on.

· The list of accounts should be mailed to [email protected] and on approvalof the accounts they would be able to cast their vote.

· A scanned copy of the Board Resolution and Power of Attorney (POA) which they haveissued in favour of the Custodian, if any, should be uploaded in PDF format in the systemfor the scrutinizer to verify the same.

(f) In case you have any queries or issues regarding remote e-voting, you may refer the FrequentlyAsked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under helpsection or write an email to [email protected].

(g) Mr. Kashyap R. Mehta, Proprietor, M/s. Kashyap R. Mehta & Associates, Company Secretaries,Ahmedabad has been appointed as the Scrutinizer to scrutinize the voting and remote e-votingprocess in a fair and transparent manner.

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(h) The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is tobe held, allow voting with the assistance of Scrutinizer, by use of ‘Ballot Paper’ for all thoseMembers who are present at the AGM but have not cast their votes by availing the remote e-votingfacility.

(i)

E-voting facility will not be made avai lable at the AGM venue.

The Scrutinizer shall, immediately after the conclusion of voting at AGM, first count the votes castat the meeting, thereafter unblock the votes cast through remote e-voting in the presence of atleast two witnesses not in employment of the Company and make, not later than three days fromthe conclusion of meeting, a consolidated Scrutiniser’s Report of the total votes cast in favour oragainst, if any, to the Chairman or a person authorised by him in writing who shall countersign thesame. Thereafter, the Chairman or the person authorised by him in writing shall declare the resultof the voting forthwith.

(j) The Results declared along with the Scrutinizer’s Report shall be placed on the website of CDSLimmediately after the result is declared by the Chairman; and results shall also be communicatedto the Stock Exchanges.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 INRESPECT OF SPECIAL BUSINESSES MENTIONED IN THE NOTICE OF 32 ANNUAL GENERALND

MEETING DATED 20 JULY, 2016.TH

In respect of Item No. 5:

As per the provisions of Section 186 of the Companies Act, 2013, the Board of Directors of a Company canmake any investment(s) beyond the prescribed ceiling of i) Sixty per cent of the aggregate of the paid-upcapital and free reserves and securities premium account or, ii) Hundred per cent of its free reserves andsecurities premium account, whichever is more, if special resolution is passed by the members of theCompany. As a measure of achieving greater financial flexibility and to enable optimal financing structure,this permission is sought pursuant to the provisions of Section 186 of the Companies Act, 2013 to givepowers to the Board of Directors or any duly constituted committee thereof, for making further investment(s).

The investment(s) will be made in accordance with the applicable provisions of the Companies Act,2013and relevant rules made there under. These investments are proposed to be made out of own/ surplusfunds/internal accruals and or any other sources including borrowings, if necessary, to achieve long termstrategic and business objectives.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested,financially or otherwise in this resolution.

The Board recommends the resolution for your approval as a Special Resolution.

Registered Office : By Order of the Board,‘Mangalam’Behind Apang Manav Mandal,Dr. V. S. Road,Ahmedabad – 380 015Date : 20 July, 2016

Rajkumari R. UdhwaniDirectorth

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Dear Members,

Your Directors are pleasured to present the 32 ANNUAL REPORT together with the Audited FinancialND

Statements for the Financial Year 2015-16 ended 31 March, 2016.st

1. FINANCIAL RESULTS :

Particulars

( in Lacs)`

2015-16 2014-15

Operating Profit (Before Interest & Depreciation) 422.54352.01

Less: Interest and financial charges 174.88143.78

Profit before Depreciation 247.66208.23

Less: Depreciation 141.95135.97

Profit / (Loss) before exceptional & extraordinary items & tax 105.7172.26

Add: Exceptional Item --

Profit before Tax 105.7172.26

Less: Provision for Tax 21.0013.50

Deferred Tax Liabilities/(Assets) (12.56)2.28

Profit after Tax 72.1561.04

Balance brought forward from previous year 335.26388.58

Balance available for Appropriation 407.41

Proposed Dividend 6.80

449.62

Appropriations:

6.80

Dividend distribution Tax 1.161.38

Transfer to General Reserve 10.0010.00

Balance carried to Balance Sheet 388.58431.43

2. DIVIDEND:

Your Directors are pleased to recommend a dividend of 2.00 per Equity Share ( 2.00 per Equity` `Share for previous year) on 3,40,000 Equity Shares of 10/- each for the year 2015-16 subject to`statutory approvals as may be required. The total dividend outgo will be 6.80 Lacs. The dividend will`be tax free in the hands of Shareholders.

3. OPERATIONS:

The production of Master Batches during the year under review was 2186 M.T. compared to 2164 M.T. during 2014-15. The Job work of master Batches during the year under review was 34 M.T. comparedto 2.50 M.T. during 2014-15. The Production of Injection Mould during the year under review was 186M.T. compared to 210 M.T. during 2014-15. There was no job work of Injection Mould during the yearunder review compared to 29 M.T. during 2014-15.

The Total turnover of the Company during the year under review has been decreased to 3231 lacs`as compared to 3406 lacs during 2014-15. The operating profit (before interest and depreciation) for`the year under review was 352.01 lacs compared to 422.54 lacs during 2014-15. As the Company` `had to provide for depreciation of 135.97 lacs during the year under review compared to 141.95` `lacs during 2014-15, the Profit after depreciation stood at 72.26 lacs compared to Profit of 105.71` `

DIRECTORS' REPORT

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SOM SHIVA (IMPEX) LIMITED

lacs during 2014-15. The profit before tax after providing for exceptional & extraordinary items & taxstands at 72.26 lacs during the period under review. After providing Tax Adjustment of 11.22 Lacs,` `the net profit for the year under review stood at 61.04 Lacs as compared to net Profit of 72.15 Lacs` `during the year 2014-15.Out of the appropriable surplus of 449.62 lacs, provision for Dividend has been made of 6.80 lacs, 1.38 lacs for Dividend distribution tax, 10.00 lacs transferred to General Reserve and balance of

431.43 lacs have been carried to Balance Sheet.

` `` ` `

As the demand of Colour Master Batch is showing upward trend in the Plastic industries and companyis expecting good future in the coming year.

4. JOINT VENTURE WITH GRANULA AG / GRANULA HOLDING AG FOR DEVELOPING ANDMARKETING SYNERGISTIC PRODUCTS:The management is pleased to inform that the Company has entered into Non Disclosure Agreementand Memorandum of Understanding with Granula AG, a Company registered under the laws andregulations of the Federal Republic of Switzerland at Merenschwand with a view to have businessrelations with Granula AG Limited and, therefore, the Company has finalised all discussions with M/s.Granula AG for potential and mutually advantageous business relationship in India for the purpose ofdeveloping and marketing synergistic products.The Company has then also entered into Joint Venture Agreement with them to perform all task asdetailed in the Joint Venture Agreement for the erection and operation of a speciality MasterbatchProduction Plant in India to produce Colour Masterbatch, Additive Masterbatch, CombinationMasterbatch and other Masterbatches so as to serve the Indian Plastic Industry and in particular butnot limited to Food Packaging Sector, Medical Appliances Sector, Cosmetic Packing Sector, and alsoexpand to various export market.A new Company in the name of Granula Masterbatches India Private Limited has been incorporatedin which the Company would hold nearly 19% of Equity shares within 60% Equity shares to be held bythe present promoters of the Company. Granula Holding AG will have 40% Equity stake in the newCompany.The Company has subscribed 9,50,000 Equity shares of 10/- each of Granula Masterbatches India`Private Limited for cash at par.

5. SOLAR POWER PROJECT:

As informed earlier, the Company has put up/commenced 1 MW Solar Power Plant at Village: Savda,Tal. Dasada, Dist: Surendranagar, Gujarat as per the guidelines for Solar project issued by theGovernment of Gujarat. The Company has signed Power Purchase Agreement (PPA) with GujaratUrja Vikas Nigam Ltd. (GUVNL) for 1MW Solar Power Plant.Last year, the Board had informed that the Company is putting up further 1 MW Solar Power Plant atthe same place under Captive / Renewable Energy Certificate Scheme of the Central Government.The same has been successfully commissioned as Captive plant & its generation has started fromFebruary’2016. The units generated from said new 1 MW power plant are supplied to company’smasterbatch manufacturing units located in Chhatral & Indrad for captive consumption.

6. DIRECTORS:6.1 One of your Directors viz. Mr. Pranay A. Patel retires by rotation in terms of the Articles of

Association of the Company. However, he being eligible offers himself for reappointment.6.2 The Board of Directors duly met 11 times during the financial year under review.6.3 The Company has received necessary declaration from each Independent Director of the Company

under Section 149(7) of the Companies Act, 2013 (the Act) that they meet with the criteria of theirindependence laid down in Section 149(6) of the Act.

6.4 FORMAL ANNUAL EVALUATION:

The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individual Directors,

9


including Chairman of the Board, Key Managerial Personnel/ Senior Management etc. Theexercise was carried out through an evaluation process covering aspects such as composition ofthe Board, experience, competencies, governance issues etc.

6.5 DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134 of the Companies Act, 2013, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(ii) that the Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent, so as to give a true and fairview of the state of affairs of the Company at 31 March, 2016 being end of the financial yearst

2015-16 and of the profit of the Company for the year;

(iii) that the Directors had taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors had prepared the annual accounts on a going concern basis.

(v) the Directors, had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

7. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of itsbusiness, including adherence to the Company’s policies, safeguarding of assets, prevention anddetection of frauds and errors, accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

8. MANAGERIAL REMUNERATION:

REMUNERATION OF DIRECTORS:

Sr. Name of the Director Remuneration % Parameters Median Ratio CommissionNo. & Designation for the year increase of received

2015-16 over last Employees fromyear Remuneration Holding/

Subsidiary

1. Mr. Pranay A. Patel 16,68,000 - Higher 1,70,000 10 N.A.Executive Director responsibility

and timeinvolvement

due to currentexpansion &

modernisation

The Board of Directors has framed a Remuneration Policy that assures the level and composition ofremuneration is reasonable and sufficient to attract, retain and motivate Directors, Key ManagerialPersonnel and Senior Management to enhance the quality required to run the Company successfully.All the Board Members and Senior Management personnel have affirmed time to time implementationof the said Remuneration policy.

9. KEY MANAGERIAL PERSONNEL:

% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:

None of the Directors’/ KMP/ Employees’ remuneration has increased during the year under review.

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SOM SHIVA (IM PEX) L IMITED

10. PERSONNEL AND H. R. D.:

10.1 % INCREASE IN THE MEDIAN REMUNERATION OF EMPLOYEE:

The percentage increase in the median remuneration of the company during the financial year is11.35%. This has been arrived at by comparing the median remuneration of the cost-to-the-company as on March 31, 2015 and the median remuneration of the cost-to-the-company as onMarch 31, 2016.

The industrial relations continued to remain cordial and peaceful and your Company continuedto give ever increasing importance to training at all levels and other aspects of H. R. D.

The Number of permanent Employees of the Company is 93. The relationship between averageincrease in remuneration and Company’s performance is as per the appropriate performancebenchmarks and reflects short and long term performance objectives appropriate to the workingof the Company and its goals.

10.2 PARTICULARS OF EMPLOYEES:

There is no Employee drawing remuneration requiring disclosure under Rule 5(2) of Companies(Appointment & Remuneration of Managerial personnel) Rules, 2014.

11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS, GUARANTEES, INVESTMENT &SECURITIES PROVIDED:

Details of Related Party Transactions and Details of Loans, Guarantees and Investments coveredunder the provisions of Section 188 and 186 of the Companies Act, 2013 respectively are given in thenotes to the Financial Statements attached to the Directors’ Report.

All transactions entered by the Company during the financial year with related parties were in theordinary course of business and on an arm’s length basis. During the year, the Company had notentered into any transactions with related parties which could be considered as material in accordancewith the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company’s website at www.simpexin.com

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The information required under Section 134(3)(m) of the Companies Act, 2013 and rule 8(3) ofCompanies (Accounts) Rules, 2014, relating to the conservation of Energy and Technology Absorptionforms part of this report and is given by way of Annexure – A.

13. CORPORATE GOVERNANCE AND MDA:

As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, Report on Corporate Governance, Management Discussion andAnalysis (MDA) and a certificate regarding compliance with the conditions of Corporate Governanceare appended to the Annual Report as .Annexure – B

14. SECRETARIAL AUDIT REPORT:

Your Company has obtained Secretarial Audit Report as required under Section 204(1) of theCompanies Act, 2013 from M/s. Pinakin S. Shah & Co., Company Secretaries, Ahmedabad. The saidReport is attached with this Report as . As regards the observation of the Auditors, theAnnexure – CCompany is in the process of identifying and appointing Whole-time Company Secretary & CFO andalso updating website of the Company.

15. EXTRACT OF ANNUAL RETURN:

Annexure – D.The extract of Annual return in Form – MGT-9 has been attached herewith as

11


16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS’RELATIONSHIP COMMITTEE:

17.

The details of various committees and their functions are part of Corporate Governance Report.

GENERAL:

17.1. AUDITORS:

At the Annual General Meeting held on 29 September, 2015 M/s. PGT & Associates, Charteredth

Accountants, Ahmedabad were appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the year 2020. In terms of the firstproviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall beplaced for ratification at every Annual General Meeting. Accordingly, the appointment of M/s.PGT & Associates, Chartered Accountants, Ahmedabad as statutory auditors of the Companyfor the year 2016-17, is placed for ratification by the shareholders.

The remarks of Auditor are self explanatory and have been explained in Notes on Accounts.

17.2 INSURANCE:

The movable and immovable properties of the Company including plant and Machinery andstocks wherever necessary and to the extent required have been adequately insured againstthe risks of fire, riot, strike, malicious damage etc. as per the consistent policy of the Company.

17.3 DEPOSITS:

The Company has not accepted during the year under review any Deposits and there were nooverdue deposits.

17.4 RISKS MANAGEMENT POLICY:

The Company has a risk management policy, which from time to time, is reviewed by the AuditCommittee of Directors as well as by the Board of Directors. The Policy is reviewed quarterly byassessing the threats and opportunities that will impact the objectives set for the Company asa whole. The Policy is designed to provide the categorization of risk into threat and its cause,impact, treatment and control measures. As part of the Risk Management policy, the relevantparameters for protection of environment, safety of operations and health of people at workand monitored regularly with reference to statutory regulations and guidelines defined by theCompany.

17.5 SUBSIDIARIES/ ASSOCIATE/ JVs:

The Company does not have any Subsidiaries/ Associate Companies.

Granula Masterbatches India Private Limited is a Joint Venture Company which has beenincorporated on 11 February, 2016 to put up plant for manufacture of specialty Masterbatches.th

The Company has not yet commenced any operations. The Company holds 9,50,000 Equityshares amounting to 95,00,000/- as on today which is 19% Equity shares of the Joint Venture`Company. As the JV Company has not commenced any operation, the accounts of JV are notconsolidated.

17.6 CODE OF CONDUCT:

The Board of Directors has laid down a Code of Conduct applicable to the Board of Directorsand Senior Management. All the Board Members and Senior Management personnel haveaffirmed compliance with the code of conduct.

17.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

There have been no significant and material orders passed by any regulators or courts ortribunals, impacting the going concern status of the Company and its future operations.

12


17.8 ENVIRONMENT AND SAFETY:

The Company is conscious 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 safetyof all concerned, compliances of environmental regulations and preservation of naturalresources.

17.9 DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has in place an Anti Sexual Harassment Policy, in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013. During the year under review, the Company did not receive any complaint.

17.10 GRATUITY:

The Company has entered in to an agreement with Life Insurance Corporation of India forcovering its Gratuity Liability and has thus provided for the same. A Gratuity Trust Fund hasbeen created with Life Insurance Corporation of India.

17.11 INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS:

There have been no instances of fraud reported by the Auditors under Section 143(12) of theCompanies Act, 2013.

18. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standardsreferred to in Section 133 of the Companies Act, 2013. The significant accounting policies which areconsistently applied are set out in the Notes to the Financial Statements.

19. DEMATERIALISATION OF EQUITY SHARES:

Shareholders have an option to dematerialise their shares with either of the depositories viz NSDLand CDSL. The ISIN No. allotted is INE471K01014.

20. FINANCE:

20.1 The Company’s Income-tax Assessment has been completed up to the Assessment Year2013-14 and Sales tax Assessment is completed up to the Financial Year 2011-12.

20.2 The Company is enjoying Financial Assistance from IDBI Bank Limited. The Company isregular in payment of interest and principal.

21. LISTING:

The Equity Shares of the Company is listed on Ahmedabad Stock Exchange Limited and the Companyhas paid Annual Listing Fees up to the year 2016-17.

22. ACKNOWLEDGMENT:

Your Directors express their sincere thanks and appreciation to Promoters and Shareholders for theirconstant support and co-operation.

Your Directors also place on record their grateful appreciation and co-operation received from Bankersand employees of the Company.

Place : Ahmedabad

for and on behalf of the Board,

Kashyap R. Mehta Rajkumari R. UdhwaniDate : 20 July, 2016th Director Director

13


Annexure - A(A) CONSERVATION OF ENERGY:

Steps taken or impact on conservation of In line with the Company’s commitment towardsenergy conservation of energy, all units continue with their efforts

aimed at improving energy efficiency through innovativemeasures to reduce wastage and optimize consumption

Steps taken by the company for utilising The Company has set up 1 MW Solar Power Plant foralternate sources of energy captive consumption of electricity .Capital investment on energy conservation The Company has incurred approximately Capitalequipments Investment of Rs. 8 crores on putting up Solar Power

Plant of 1 MW for captive consumption of electricity

Efforts made in Research and Development and Technology Absorption is as under:

(B) TECHNOLOGY ABSORPTION:

(I) Research & Development (R & D):

1 Specific areas in which R&D Application for new process development for specialcarried out by the Company. elastomer compound: To develop process / formulation

for compound for incorporating low melting pointspecialist elastomer into high end engineering polymerslike Nylon, polycarbonate and their blend and alloys toachieve combination of given flexibility and mechanicalproperties.

2 Benefits derived as a result of the The process of development of process / formulation isabove R&D still being developed. No tangible benefit has yet been

derived.

3 Future plan of action To continuously develop process / formulation forcompound for incorporating low melting point specialistelastomer into high end engineering polymers. In turnreducing wastages and efficient reprocessing.

4 Expenditure on R&D

a Capital

b

–

Recurring 0.89

c Total 0.89

d Total R & D Expenditure as a 0.03%percentage of total turnover

The Company does not envisage any technology absorption.

(Rs. In lacs)

(II) Technology absorption, adoption and innovation:

(C) Foreign Exchange Earnings & Outgo:

2015-16 2014-15

6.86Total Foreign exchange earnings 62.47

Total Foreign Exchange used 14.46

Place : Ahmedabad

5.89

for and on behalf of the Board,Kashyap R. Mehta Rajkumari R. Udhwani

Date : 20 July, 2016th Director Director

14


Annexure - B

INTRODUCTION:

REPORT ON CORPORATE GOVERNANCE

Corporate Governance is important to build confidence and trust which leads to strong and stable partnershipwith the Investors and all other Stakeholders. The Directors, hereunder, present the Company’s Report onCorporate Governance for the year ended 31 March, 2016 and also up to the date of this Report.st

1. COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE:

The Company’s philosophy on Corporate Governance lays strong emphasis on transparency,accountability and ability.

Effective Corporate Governance is the key element ensuring investor’s protection; providing finestwork environment leading to highest standards of management and maximization of everlasting long-term values. Your Company believes in the philosophy on practicing Code of Corporate Governancethat provides a structure by which the rights and responsibility of different constituents such as theboard, employees and shareholders are carved out.

A Report on compliance with the principles of Corporate Governance as prescribed by SEBI in ChapterIV read with Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015(Listing Regulation) is given below:

2. BOARD OF DIRECTORS:

a) Composition and Category of Directors as on 31 March, 2016 and on the date of report is:st

Name of Directors Category of No. of No. of Committee No. of AttendanceDirectorship other Member/ Board at AGM

Director Chairmanship in Meetings held on 29ships*

th

other companies attended September,**during 20152015 - 16 Yes(Y)/

Member Chairman No(N)

Mr. Pranay A. Patel Promoter – - - - 11 YExecutive

Mr. Kashyap R. Non-Executive 3 6 3 11 YMehta Independent

Mr. Kaushik D. Naik Non-Executive - 1 - 11 YIndependent

Mr. Chetan J. Vyas Non-Executive - - - 11 NIndependent

Ms. Rajkumari R. Non-Executive - - - 11 YUdhwani Independent

@ Private Companies, foreign companies and companies under Section 8 of the CompaniesAct, 2013 are excluded

** for the purpose of reckoning the limit of committees, only chairmanship/membership of theAudit Committee and Stakeholders’ Relationship Committee has been considered.

None of the directors are related to each other.-

15


(b) Details of the Directors seeking Appointment/Re-appointment in forthcoming Annual GeneralMeeting:

Name of Directors Mr. Pranay A. PatelDate of Birth 14-07-1964Date of Appointment 21-02-1986Qualifications B.ComExpertise in specific functional areas ManagementList of other Public Limited Companies in - Zep Infratech Limited.which Directorships held - Healwell International Limited.List of Private Limited Companies in which - Patel Dwellers Pvt. Ltd.Directorships held - Epistyle Propcon Pvt. Ltd.

- Fillet Realty Pvt. Ltd.- Cony Realty Pvt. Ltd.- Phoenix Fabrics Pvt. Ltd.- Granula Masterbatches

(India) Private LimitedChairman/Member of the Committees of the Board of Audit Committee – MemberDirectors of our CompanyChairman/Member of the Committees of Directors -of other CompaniesShareholding in the Company 59,700

c) Board Procedures:The Board of Directors meets once a quarter to review the performance and Financial Results. Adetailed Agenda File is sent to all the Directors well in time of the Board Meetings. The Chairman/Managing Director briefs the Directors at every Board Meeting, overall performance of theCompany. All major decisions/approvals are taken at the Meeting of the Board of Directors suchas policy formation, business plans, budgets, investment opportunities, Statutory Complianceetc. The meeting of the Board of Directors for a period from 1 April, 2015 to 31 March, 2016st st

were held 11 times on 30-05-2015; 13-07-2015; 29-07-2015; 13-08-2015; 12-09-2015; 02-10-2015; 05-11-2015; 12-12-2015; 10-02-2016; 12-02-2016 and 07-03-2016.

d) Shareholding of Non- Executive Directors as on 31 March, 2016:

e)

st

None of the Non-Executive Directors holds Share in the company.Familiarisation Program for Independent Directors:The details of the familiarization program are available on the Company’s website –www.simpexin.com

3. AUDIT COMMITTEE:

Name of the

The Audit Committee consists of the following Directors as on date of the Report:

Expertise Terms of reference & functions No. of MeetingsDirectors of the Committee Attended during

2015-16

Mr. Kashyap R. All members are Non The functions of the Audit 4 of 4Mehta–Chairman executive. Chairman is Committee are as per Company

Independent Director Law and Listing RegulationsMr. Pranay A. Patel and majority are prescribed by SEBI which include 4 of 4

independent. One approving and implementing theMr. Kaushikkumar member has thorough audit procedures, review of 4 of 4D. Naik. financial and accounting financial reporting system,

knowledge. internal control procedures andrisk management policies.

16


The Audit Committee met 4 times during the Financial Year 2015-16. The maximum gap between twomeetings was not more than 120 days. The Committee met on 30-05-2015; 13-08-2015; 05-11-2015& 12-02-2016. The necessary quorum was present for all Meetings. The Chairperson of the AuditCommittee was present at the last Annual General Meeting of the Company.

4. NOMINATION & REMUNERATION COMMITTEE:

Name of the Directors Functions of the Committee No. of MeetingsAttended during2015-16

Mr. Chetan J. Vyas – All members are Non executive.Chairman The Committee is vested with the During the year

responsibilities to function as per SEBI under review, noMr. Kashyap R. Mehta Guidelines and recommends to the Board meeting of

Compensation Package for the Managing Nomination &Mr. Kaushikkumar D. Naik Director. It also reviews from time to time the Remuneration

overall Compensation structure and related Committee waspolicies with a view to attract, motivate and held.retain employees.

The Committee identifies and ascertain the integrity, qualification, expertise and experience of the

Terms of reference and Nomination & Remuneration Policy:

person for appointment as Director, KMP or at Senior Management level and recommend to the Boardhis / her appointment. The Committee has discretion to decide whether qualification, expertise andexperience possessed by a person are sufficient / satisfactory for the concerned position.

The Committee fixes remuneration of the Directors on the basis of their performance and also practicein the industry. The terms of reference of the Nomination & Remuneration Committee include reviewand recommendation to the Board of Directors of the remuneration paid to the Directors. The Committeemeets as and when required to consider remuneration of Directors.

The Board evaluates the performance of independent directors (excluding the director being evaluated)

Performance Evaluation Criteria for Independent Directors:

on the basis of the contributions and suggestions made to the Board with respect to financial strategy,business operations etc.

5. REMUNERATION OF DIRECTORS:

1. Mr. Pranay A. Patel, Executive Director was paid 16,68,000/- as managerial remuneration`during the financial year 2015-16.

2. No Sitting fees, Commission or Stock Option has been offered to any of the Directors.

3. The terms of appointment of Managing Director / Whole-time Director are governed by theresolutions of the members and applicable rules of the Company. None of the Directors areentitled to severance fees.

4. Commission based on performance criteria, if any, as approved by the Board and subject tomaximum limit specified in the Act.

5. The Nomination and Remuneration Policy of the Company is given in Directors’ Report whichspecifies the criteria of making payments to Non Executive Directors.

6. Service contract and notice period are as per the terms and conditions mentioned in their Letterof Appointments.

7. There are no materially significant related party transactions, pecuniary transactions orrelationships between the Company and its Non-Executive Directors except those disclosed inthe financial statements for the financial year ended on 31 March, 2016.st

17


6. GENERAL BODY MEETINGS:

Financial Year

Details of last three Annual General Meetings of the Company are given below:

Date Time Venue

2012-13 19-09-2013 12.00 Noon 'Mangalam' Behind Apang Manav Mandal,Dr. V. S. Road, Ahmedabad – 380 015

2013-14

There were no Special Resolution.

25-09-2014 12.00 Noon 'Mangalam' Behind Apang Manav Mandal,Dr. V. S. Road, Ahmedabad – 380 015

1. Borrowing Limit under Section 180(1)(c) of

Special Resolution:

the Companies Act, 2013

2. Creation of charge/mortgage under Section180(1)(a) of the Companies Act, 2013

3. Re-appointment of Mr. Pranay A. Patel asExecutive Director of the Company underSections 188, 196, 197, 203 of theCompanies Act, 2013

2014-15 29-09-2015 12.00 Noon 'Mangalam' Behind Apang Manav Mandal,Dr. V. S. Road, Ahmedabad – 380 015

Pursuant to the relevant provisions of the Companies Act, 2013, there was no matter required to be

There were no Special Resolution.

dealt by the Company to be passed through postal ballot during 2015-16.

7. MEANS OF COMMUNICATION:

In compliance with the requirements of the Listing Agreement and SEBI (LODR) Regulations, theCompany regularly intimates Unaudited / Audited Financial Results to the Stock Exchanges immediatelyafter they are taken on record by the Board of Directors. These Financial Results are normally publishedin ‘Western Times’ (English and Gujarati).

The reports, statements, documents, filings and any other information is electronically submitted tothe recognized stock exchanges, unless there are any technical difficulties while filing the same. Allimportant information and official press releases are displayed on the website for the benefit of thepublic at large.

During the year ended on 31 March, 2016, no presentations were made to Institutional Investors orst

analyst or any other enterprise.

8. GENERAL SHAREHOLDERS’ INFORMATION:a Registered Office : 'Mangalam' Behind Apang Manav Mandal,

Dr. V. S. Road, Ahmedabad – 380 015

b Annual General Meeting : Day : ThursdayDate : 29 September, 2016th

Time : 12.00 Noon..Venue : Mangalam’ Behind Apang Manav

Mandal, Dr. V. S. Road,Ahmedabad – 380 015

18


c Financial Calendar :1st Quarter Results Mid - August, 2016.Half yearly Results Mid - November, 2016.3rd Quarter Results Mid - February, 2017.Audited yearly Results End - May, 2017.

d Book Closure Dates : FromTo

Friday, the 2 September, 2016Thursday, the 29 September, 2016

nd

th

(both days inclusive).e Dividend Payment Date : On or After 30 September, 2016th

f Listing of Shares on Stock Exchanges : Ahmedabad Stock Exchange Limited,Kamdhenu Complex, 1 Floor, Ambawadi,st

Ahmedabad - 380 015.The Company has paid the annual listing feesfor the financial year 2016-17 to the StockExchange where its securities are listed.

g Stock Exchange Code : Stock Exchange Code ASE 55710

h Registrar and Share Transfer Agents. : Registrars and Share Transfer Agents (RTA) forboth Physical and Demat Segment of EquityShares of the Company:

M/s. Link Intime India Private Limited.Unit No.303, 3rd floor Shoppers Plaza V, Opp. MunicipalMarket, Behind Shoppers Plaza II, Off C G Road,Ahmedabad - 380 009

i Share Transfer System : The transfer of shares in physical form isprocessed and completed by M/s. Link IntimeIndia Private Limited within a period of 15 daysfrom the date of receipt thereof.In case of Sharesin electronic form, the transfers are processedby NSDL/ CDSL through the respectiveDepository Participants.

j Stock Price Data : The Equity Shares of the Company were nottraded on ASE and hence the information onstock price data is not available.

k Distribution of Shareholding as on 31 March, 2016:st

No. of Equity No. of % of No. of % of Shares held Shareholders Shareholders Shares held Shareholding

Up to 500 104 83.87 19500 5.74

501 to 1000 6 4.84 5500 1.62

5001 to 10000 2 1.61 16700 4.91

10001 to 20000 12 9.68 298300 87.73

Grand Total 124 100.00 340000 100.00

19


l) Category of Shareholders as on 31 March, 2016:st

Category No. of Shares held % of ShareholdingPromoters (Directors & Relatives) 215900 63.50Other Body Corporate - -Public 124100 36.50Grand Total 340000 100.00

m) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion Date and likelyimpact on Equity:The Company has not issued any GDRs/ADRs.

n) Dematerialisation of Shares and liquidity:The Company has entered into Shares Agreement with NSDL/CDSL for Dematerialisation ofShares.As on 31 March, 2016, a total of 1,79,300 Equity Shares of the Company which form 52.74 % ofst

the Equity Shares have been dematerialised. ISIN number for dematerialisation of the EquityShares of the Company is INE471K01014.

o) Commodity Price Risks and Commodity Hedging Activities:Business risk evaluation and management is an ongoing process within the Company. Theassessment is periodically examined by the Board. The Company is exposed to the risk of pricefluctuation of raw materials as well as finished goods. The Company proactively manages theserisks through forward booking Inventory management and proactive vendor developmentpractices.

p) Plant Locations:

(1) Survey no. 221/2 & 224/4, Indrad Village, Tal: Kadi, Dist: Mehsana , Gujarat(2) Plot no. 111, Phase – I GIDC, Chhatral, Tal: Kalol, Dist.: Gandhinagar, Gujarat(3) Survey No. 305, Village: Savda, Tal: Dasada, Dist: Surendranagar, Gujarat

q) Address for Correspondence:

For both Physical and Electronic Form and any assistance regarding correspondencedematerialisation of shares, share transfers, transactions, change of address, non receipt ofdividend or any other query relating to shares, Shareholders’ correspondence should beaddressed to the Company’s Registrar and Share Transfer Agent at:

M/s. Link Intime India Private Limited.Unit No.303,3 floor Shoppers Plaza V,rd

Opp. Municipal Market, Behind Shoppers Plaza II,Off C G Road, Ahmedabad - 380 009

Compliance Officer: Dhiren B. Parikh

9. MANAGEMENT DISCUSSION AND ANALYSIS:

a. Industry Structure and Developments:

The overall scenario of plastic industry seems to be bright as it has huge consumption in industrialas well as household purposes. The company is steadily moving towards making its market inwide market of plastic industry as the competition too is heavy in the said field. The Company hassuccessfully been emerging in its Compounding field.

The company has plans for making required developments in master batch as well as itscompounding products, thereby to meet the ever-changing demand of the market. The companyhas undertaken various trials & its upto making required products for meeting market demands.

20

SOM SHIVA (IM PEX) LIMITED

b. Opportunities and Threats:

The general increase in per capita consumption of plastic leads to supportive increase in colouringrequirement. More metal substitution by plastics also in creating an opportunity of compoundingindustry. The colour master batches find an edge for offering various colours for differentiation forend product in market. The opportunity in electronic goods and white good industry is increasingdue to more and more use of plastics and various coloring and processing challenges. Theplastic recycling and resultant outcry by environmentalist mainly resulting out of unorganizedcollection and segregating plastics is major threat to business opportunity. However this effectivelyaddressed in an mature market with adequate system in place. As such impact on individualindustry will be limited.

c. Segment wise Performance:

- Compounding – Compounding being a growing business & emerging market in plastic field,the company has increased its activities in the said field. Company is actively looking forwardfor expanding in the said market.

- Master Batches – Growth in agricultural infra related inputs like irrigation pipes is givingopportunity for good business to your company in coming days

d. Recent Trend and Future Outlook:

Having effectively addressed recycling possibilities, use friendly disposal and longer life cycleplastic is going to strengthen its presence in day to day life. The challenges are in terms of betterperforming plastics. The future lies in making use of more and more natural material in plastic likenatural fibre. The company is actively engaged in working on this in compounding business.

e. Risks and Concerns:

The undue pressure on government from environmentalists lobby for stringent norm for disposalwill impact business if implemented in short run. As you know industry associations are alreadyworking on awareness and forming lobby to present industry point of view.

f. Internal Control Systems and their Adequacy:

The Company has adequate systems of Internal Controls commensurate with its size andoperations to ensure orderly and efficient conduct of business. These controls ensure safeguardingof assets, reduction and detection of fraud and error, adequacy and completeness of the accountingrecords and timely preparation of reliable financial information.

g. Financial Performance with respect to Operational Performance:

The financial performance of the Company for the year 2015-16 is described in the Directors’Report.

h. Material Developments in Human Resources and Industrial Relations Front:

Your Company has undertaken certain employees’ development initiatives, which have verypositive impact on the morale and team spirit of the employees. The Company has continued togive special attention to Human Resources/Industrial Relations development. Industrial relationsremained cordial throughout the year.

i. Cautionary Statement:

Statement in this Management Discussion and Analysis Report, describing the Company’sobjectives, estimates and expectations may constitute ‘Forward Looking Statements’ within themeaning of applicable laws or regulations. Actual results might differ materially from those eitherexpressed or implied.

21


10. DISCLOSURES:

a. The Company has not entered into any transaction of material nature with the Promoters, theDirectors or the Management that may have any potential conflict with the interest of the Company.The Company has no subsidiary.

b. There has neither been any non compliance of any legal provision of applicable law, nor anypenalty, stricture imposed by the Stock Exchange/s or SEBI or any other authorities, on anymatters related to Capital Market during the last three years.

c. The Company has implemented Vigil Mechanism and Whistle Blower Policy and it is herebyaffirmed that no personnel have been denied access to the Audit Committee.

d. The Company is in compliance with all mandatory requirements under Listing Regulations.Adoption of non-mandatory requirements of Listing Regulations is being reviewed by the Boardfrom time to time.

e. The policy on related party transactions is disclosed on the Company’s website viz.www.simpexin.com

11. DETAILS OF NON COMPLIANCE CORPORATE GOVERNANCE REQUIREMENT:

There was no non-compliance during the year and no penalties were imposed or strictures passed onthe Company by the Stock Exchanges, SEBI or any other statutory authority.

12. NON-MANDATORY REQUIREMENTS OF REGULATION 27 (1) & PART E OF SCHEDULE II OF THELISTING REGULATIONS:

i. The quarterly / half yearly results are not sent to the shareholders. However, the same arepublished in the newspapers and also posted on the Company’s website.

ii. The Company’s financial statements for the financial year 2015–2016 do not contain any auditqualification.

iii. The internal auditors report to the Audit Committee.

.13 The Company, on voluntary basis, is in compliance with the corporate governance requirementsspecified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation (2) of Regulation 46 of SEBIRegulations.

Place : Ahmedabad

for and on behalf of the Board,

Kashyap R. Mehta Rajkumari R. UdhwaniDate : 20 July, 2016th Director Director

DECLARATION

All the Board Members and Senior Management Personnel of the Company have affirmed the compliancewith the provisions of the code of conduct of Board of Directors and Senior Management for the year endedon 31 March, 2016.st

for SOM SHIVA (IMPEX) LIMITED,

Kashyap R. Mehta Pranay A. PatelDate : 20 July, 2016th Director Executive Director

22

SOM SHIVA (IMPEX) L IMITED

CERTIFICATETo,The Members of

We have examined the compliance of conditions of Corporate Governance by M/s.

Som Shiva (Impex) Limited.

Som Shiva (Impex)Limited, for the year ended on 31 March, 2016 and also up to the date of this report as stipulated inst

Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (LODR) / Listing Agreement (LA).

The compliance of conditions of corporate governance is the responsibility of the management. Ourexamination has been limited to procedures and implementation thereof, adopted by the Company forensuring the compliance of conditions of Corporate Governance as stipulated in LODR / LA. It is neither anaudit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, and basedon the representations made by the Directors and the Management, we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27 & Part E ofSchedule II of LODR / LA.

As per representation received from the Registrars of the Company, we state that as per records maintainedby the Stakeholders’ Relationship Committee, no investor grievance remaining unattended/ pending formore than 30 days.

We further state that such compliance is neither an assurance as to the future viability of the Company northe efficiency or effectiveness with which the management has conducted the affairs of the Company.

COMPANY SECRETARIES

PROPRIETORCOP NO.: 2052

FRN:S2011GJ166500

For KASHYAP R. MEHTA & ASSOCIATES

KASHYAP R. MEHTA

Place : AhmedabadDate : 20 July, 2016th

23


Annexure - C

FORM NO. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31 MARCH, 2016ST

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the


adherence to good corporate practices by [CIN : L51909GJ1984PLC007374] (‘hereinafter called the Company’) having Registered Office at

M/s . SOM SHIVA (IMPEX) L IMITED

‘Mangalam’, Behind Apang Manav Mandal, Dr. V. S. Road Ahmedabad-380 015. The Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutorycompliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and otherrecords maintained by the Company and also the information provided by the Company, its officers, agentsand authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion,the Company has, during the audit period covering the financial year ended on complied31 March, 2016st

with the statutory provisions listed hereunder and also that the Company has proper Board-processes andcompliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintainedby the Company for the financial year ended on 31st March, 2016 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to theextent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board ofIndia Act, 1992 (‘SEBI Act’):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations, 2011

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992/2015

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)Regulations, 2009 (Not applicable during the audit period)

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines, 1999 / Securities and Exchange Board of India (ShareBased Employee Benefits) Requirements, 2014 (Not applicable during the audit period)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations,2008 (Not applicable during the audit period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents)Regulations, 1993 regarding the Companies Act and dealing with client

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Notapplicable during the audit period)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and (Notapplicable during the audit period)

24


(vi) Various common laws applicable to the manufacturing and other activities of the Company such asLabour Laws, Pollution Control Laws, Land Laws etc. and sector specific laws such as The RecycledPlastics Manufacture and Usage Rules, 1999 for which we have relied on Certificates/ Reports/Declarations/Consents/Confirmations obtained by the Company from the experts of the relevant fieldsuch as Advocate, Labour Law Consultants, Engineers, Occupier of the Factories, Registered Valuers,Chartered Engineers, Factory Manager, Chief Technology Officer of the Company, Local Authorities,Effluent Treatment Adviser etc. and have found that the Company is generally regular in complyingwith the provisions of various applicable Acts.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards (SS-1 & SS-2) issued by The Institute of Company Secretaries of India.

(ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 and the Listing Agreement.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines, Standards, etc. mentioned above subject to following observations:.

1. The Company does not have a whole time Company Secretary pursuant to Section 203 of theCompanies Act, 2013 and Rule 8 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014.

2. The Company maintains a functional website containing basic information of the Company butInformation is not regularly updated.

3. The Company has not appointed CFO as per Section 203 of Companies Act, 2013.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directorsthat took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes onagenda were sent at least seven days in advance, and a system exists for seeking and obtaining furtherinformation and clarifications on the agenda items before the meeting and for meaningful participation atthe meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as partof the minutes.

We further report that there are adequate systems and processes in the Company commensurate with thesize and operations of the Company to monitor and ensure compliance with applicable laws, rules,regulations and guidelines.

We further report that during the audit period the Company has not passed any Special Resolution.

Company Secretaries

Proprietor

FOR PINAKIN SHAH & CO.

PINAKIN S. SHAH

FCS: 2562Place : Ahmedabad COP: 2932Date : 20 July, 2016th FRN: S2010GJ134100

Note: This report is to be read with our letter of even date which is annexed as Annexure – 1 and forms anintegral part of this report.

25


ANNEXURE - 1

To,The Members,

Our report of even date is to be read along with this letter.


1. Maintenance of Secretarial record is the responsibility of the management of the Company. Ourresponsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assuranceabout the correctness of the contents of the Secretarial records. The verification was done on test basisto ensure that correct facts are reflected in Secretarial records. We believe that the process and practicesfollowed by us provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accountsof the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws,rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standardsis the responsibility of the management. Our examination was limited to the verification of procedure ontest basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of theefficacy or effectiveness with which the management has conducted the affairs of the Company.

Company Secretaries

Proprietor

For PINAKIN SHAH & CO.

PINAKIN S. SHAH

FCS: 2562Place : Ahmedabad COP: 2932Date : 20 July, 2016th FRN: S2010GJ134100

26


Annexure - DFORM No. MGT – 9

EXTRACT OF ANNUAL RETURN AS ON 31 MARCH, 2016ST

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014]

:I. REGISTRATION AND OTHER DETAILS

(1) CIN

(2) Registration Date

L51909GJ1984PLC007374

20-10-1984

(3) Name of the Company

(4) Category / Sub-Category of the Company


Public Company Limited by Shares

(5) Address of the registered Office and 'Mangalam' Behind Apang Manav Mandal,Contact Details Dr. V. S .Road, Ahmedabad – 380 015

(6) Whether Listed Company Yes

(7) Name, Address and Contact details of M/s. Link Intime India Private LimitedRegistrar and Transfer Agent, if any Unit No. 303, 3rd floor Shoppers Plaza V,

Opp. Municipal Market,Behind Shoppers Plaza II,Off C G Road,Ahmedabad – 380 009

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. No. Name and Description of NIC Code of the % to total turnovermain products/ services Product/ service

1 Manufacturing of Master Batches / 39011090 / 87.50%Engineering Plastic / Injection Mould 30981090

2 Generation of solar power N.A 7.35%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

IV.

The Company has no Holding/ Subsidiary/ Associate Company.

SHARE HOLDING PATTERN:

i) Category-wise Share Holding:

Category of No. of Shares held as on No. of Shares held as on Shareholders 1 April, 2015st 31 March, 2016st %

Demat Physical Total % of Demat Physical Total % of ChangeTotal Total during

Shares Shares 2015-16

A. Promoters

(1) Indian

a) Individual/ HUF 148300 67600 215900 63.50 178300 37600 215900 63.50 Nil

b) Central Govt. - - - - - - - - -

c) State Govt.(s) - - - - - - - - -

d) Bodies Corp - - - - - - - - -

e) Banks / FI - - - - - - - - -

f) Any other - - - - - - - - -

Total shareholding 148300 67600 215900 63.50 178300 37600 215900 63.50 Nilof Promoter (A)

27


B. PublicShareholding

1. Institutions

a) Mutual Funds - - - - - - - - -

b) Banks / FI - - - - - - - - -

c) Central Govt - - - - - - - - -

d) State Govt(s) - - - - - - - - -

e) VCF - - - - - - - - -

f) Ins. Companies - - - - - - - - -

g) FIIs - - - - - - - - -

h) Foreign VCF - - - - - - - - -

i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutions

a) Bodies Corp. - 100000 100000 29.41 - 30000 30000 8.82 20.59

i) Indian - - - - - - - - -

ii) Overseas - - - - - - - - -

b) Individuals

i) Individuals holding 1000 23100 24100 7.09 1000 93100 94100 27.68 20.59< = Rs.1,00,000

ii) Individuals holding - - - - - - - - -> Rs. 1,00,000

c) Others (specify) - - - - - - - - -

NRIs - - - - - - - - -

OCB - - - - - - - - -

Foreign Nationals - - - - - - - - -

Clearing Members - - - - - - - - -

Trusts - - - - - - - - -

Others - - - - - - - - -

Sub-total (B)(2):- 1000 123100 124100 36.50 1000 123100 124100 36.50 -

Total Public 1000 123100 124100 36.50 1000 123100 124100 36.50 -Shareholding(B)=(B)(1)+ (B)(2)

C. Shares held by - - - - - - - - -Custodian forGDRs & ADRs

Grand Total 149300 190700 340000 100.00 179300 160700 340000 100.00 Nil(A+B+C)

28


ii) Shareholding of Promoters:

Sr. Shareholder’s Name Shareholding as on 01-04-2015 Shareholding as on 31-03-2016 %No. No. of % of total % of No. of % of total % of change

Shares Shares Shares Shares Shares Shares inof the Pledged / of the Pledged / share

company encumbered company encumbered holdingto total to total duringshares shares the year

1 Pranay A. Patel 59700 17.56 - 59700 17.56 - -

2 Arun P. Patel 41850 12.31 - 41850 12.31 - -

3 A R Patel 30000 8.82 - 30000 8.82 - -

4 Abhishek R. Patel 30000 8.82 - 30000 8.82 - -

5 Poonam P. Patel 26900 7.91 - 26900 7.91 - -

6 Deval R. Patel 19850 5.84 - 19850 5.84 - -

7 Deval Nitinbhai Parikh 6700 1.97 - 6700 1.97 - -

8 Nanubhai Surti 900 0.26 - 900 0.26 - -

(iii) Change in Promoters’ Shareholding:

iv)

There is no change in promoters Shareholding during the year under review.

Shareholding Pattern of top ten Shareholders:

Sr. For Each of the Top 10

(other than Directors, Promoters and Holders of GDRs and ADRs):

Shareholding as on Changes Shareholding as onNo. Shareholders 01-04-2015 during 31-03-2016

No. of % of the Year No. of % ofshares total (increase/ shares total

shares decrease) sharesdue to

transferof shares

1 Genus Commu Trade Limited 15000 4.41 - 15000 4.41

2 Arcadia Mercantile Capital Ltd. 15000 4.41 - 15000 4.41

3 Arunima Real Estate Pvt. Ltd. 15000 4.41 (15000) - -

4 Nexus Software Ltd. 15000 4.41 (15000) - -

5 Ken Securities Ltd. 15000 4.41 (15000) - -

6 Lakshya Securities &Credit Holdings Ltd. 15000 4.41 (15000) - -

7 Global Securities Ltd. 10000 2.94 (10000) - -

8 Temul Burjor Sethna 1000 0.29 - 1000 0.29

9 Atul Shah 1000 0.29 - 1000 0.29

10 V. D. Shah 600 0.18 - 600 0.18

29


v) Shareholding of Directors and Key Managerial Personnel:

Sr. Shareholding, if any, of Shareholding as on Changes Shareholding as onNo. each Directors and each 01-04-2015 during 31-03-2016

Key Managerial Personnel No. of % of total the Year No. of % of totalshares shares 2015-16 shares shares

of the of theCompany Company

1 Mr. Pranay A. Patel 59700 17.50 - 59700 17.50

TOTAL 59700 17.50 - 59700 17.50

V. INDEBTEDNESS :

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

( In ‘000)

Secured Unsecured Deposits TotalLoans Loans Indebtedness

excludingdeposits

(Term Loan)

A. Indebtedness as on 01-04-2015

i) Principal Amount 48750 208017 - 256767

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 48750 208017 - 256767

B. Change in Indebtednessduring 2015-16

* Addition 30000 7449 - 37449

* Reduction 10125 19197 - 29322

Net Change 19875 (11748) - 8127

C. Indebtedness as on 31-03-2016

i) Principal Amount 68625 196269 - 264894

ii) Interest due but not paid - - - -

iii) Interest accrued but not due - - - -

Total (i+ii+iii) 68625 196269 - 264894

30


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(in )

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Sr. Particulars of Remunerat ion Name of MD/ WTD/ MangerNo.

Mr. Pranay A. Patel

1. Gross salary 16,68,000/-

(a)Salary as per provisions contained in section 17(1) -of the Income-tax Act, 1961

(b)Value of perquisites u/s 17(2)Income-tax Act, 1961 -

(c) Profits in lieu of salary under section 17(3) -Income-tax Act, 1961

2. Stock Option NIL

3. Sweat Equity NIL

4. Commission NIL

- as % of Profit

- others, specify…

5. Others, Please specify NIL

Total (A) 16,68,000/-

Ceiling as per the Companies Act 42,00,000/-

.

No remuneration is paid to any other Director of the Company.

.

No other KMP/ Manager is paid any remuneration during the period covered under this report.

There are no such Penalties/ Punishment/ Compounding of Offences as on the date of report.

B Remuneration to other Directors:

C Remuneration to Key Managerial Personnel other than MD/Manager/WTD

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES:

31


INDEPENDENT AUDITORS' REPORTTo,The Members of

Ahmedabad, Gujarat.SOM SHIVA (IMPEX) LIMITED

REPORT ON THE FINANCIAL STATEMENTS

OPINION

SOM SHIVA (IMPEX) LIMITED We have audited the accompanying financial statements of (“The Company”),which comprise the Balance Sheet as at 31 March, 2016, the Statement of Profit and Loss, Cash Flowst

Statement for the year then ended and a summary of the significant accounting policies and their explanatoryinformation.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India, of the state of affairs of theCompany as at March 31, 2016, and profit and its cash flows for the year ended on that date.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section

BASIS FOR OPINION

143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described inthe section of our report. We areAuditor’s Responsibilities for the Audit of the Financial Statements independent of the Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act, 2013 and the Rules there under, and we havefulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies

RESPONSIBILITY OF MANAGEMENT FOR THE FINANCIAL STATEMENTS

Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fairview of the financial position, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the accounting Standards specified undersection 133 of the Act. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriate implementation andmaintenance of accounting policies; making judgments and estimates that are reasonable and prudent;and design, implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparationand presentation of the financial statement that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the company’s financial reporting process.

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are

AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes

32


our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of users taken on the basis of these financialstatements.

1.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the CentralGovernment of India in exercise of powers conferred by sub-section 11 of section 143 of the Act, wegive in the Annexure-A a statement on the matters specified in paragraphs 3 and 4 of the Order, to theextent applicable.

2. As required by Section 143 (3) of the Act, we report that:

We have sought and obtained all the information and explanations which to the best of our knowledgeand belief were necessary for the purposes of our audit.

(a) In our opinion, proper books of account as required by law have been kept by the Company so faras it appears from our examination of those books.

(b) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with bythis Report are in agreement with the books of account.

(c) In our opinion, the aforesaid financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(d) On the basis of the written representations received from the directors as on 31 March, 2016st

taken on record by the Board of Directors, none of the directors is disqualified as on 31March, 2016 from being appointed as a director in terms of Section 164 (2) of the Act.

st

(e) With respect to the financial adequacy of the internal financial controls over financial reporting ofthe company and the operating effectiveness of such controls, refer to our separate report inAnnexure-B

(f) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule-11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of ourinformation and according to the explanations given to us:

i. The Company does not have any pending litigations as at 31 March, 2016 which wouldst

impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts as at 31March, 2016 for which there were any material foreseeable losses.

st

iii. There were no amounts which were required to be transferred to the Investor Education andProtection Fund by the Company during the year ended 31 March, 2016.

Chartered Accountants

st

For PGT & Associates

(Firm Reg. No.: 116277W)

Place : Ahmedabad (Date : 30 May, 2016

M. No. 100968

Pradeep G. Tulsian)th Partner

33


ANNEXURE - A TO THE INDEPENDENT AUDITORS’ REPORT

The Annexure referred to in our independent Auditors’ Report With respect to paragraph 1 of “Report onother Legal and Regulatory Requirements” to the members of the company on the financial statements forthe year ended 31 March,2016 We report that :st

I. In respect of its fixed assets:

a) The Company has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets.

b) The fixed asset has been physically verified by the management in accordance with a regularprogramme of verification which, in our opinion, provides for physical verification of all the fixedassets at reasonable intervals. According to the information and explanation given to us, nomaterial discrepancies have been noticed on such verification.

c) We have inspected the original title deeds of immovable properties of the company held as fixedassets which are in the custody of the company. We have obtained third party confirmations inrespect of immovable properties of the company held as fixed assets which are in the custody ofthird parties such as mortgagees. Based on our audit procedures and the information andexplanation received by us, we report that all title deeds of immovable properties of the companyare held in the name of the company. However, we express no opinion on the validity of the titleof the company to these properties.

II. As explained to us, the inventories were physically verified by the management during the year atreasonable interval. No material discrepancies were noticed on physical verification stocks ascompared to book records.

III. The Company has granted unsecured interest free loans to five persons including companies, firms,limited liability partnerships or other parties covered in the register maintained under section 189 ofthe Act.

a) In our opinion, the rate of interest and other terms and conditions on which the loans had beengranted to persons listed in the register maintained under Section 189 of the Act were not, primafacie, prejudicial to the interest of the Company

b) In the case of the loans granted to persons listed in the register maintained under section 189 ofthe Act, the borrowers have been regular in the payment of the principal and interest as stipulated.

c) There are no overdue amounts in respect of the loan granted to persons listed in the registermaintained under section 189 of the Act.

IV. In our opinion and according to the information and explanations given to us, the company hascomplied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans,investments, guarantees, security except to the extent of given interest free and unsecured.

V. In our opinion and according to the information and explanations given to us , the company hascomplied with the provisions of section 73, section 76 and other relevant provisions of the companiesAct,2013 and the Companies( Acceptance of Deposits) Rules, 2014 with regard to the depositsaccepted from the members and the public. No order has been passed by the National Company Lawtribunal or Company Law Board or any court or any other Tribunal with regard to deposits.

VI. Company is not required to maintain cost records in pursuant to the rules prescribed by the CentralGovernment for maintenance of cost records under sub-section (1) of Section 148 of the CompaniesAct, 2013.

VII. According to the information and explanation given to us, in respect of Statutory dues:

34


a. The company has generally been regular in depositing of undisputed statutory dues includingProvident fund, Employees state insurance, Income tax, Sales tax, Service tax, duty of Customs,duty of Excise, Value added tax, Cess and other statutory dues applicable to it with the appropriateauthorities and no amount payable were in arrears as at March 31, 2016 for a period of morethan six months from the date they became payable.

b. There are no dues of Income tax, Wealth tax, Sales tax, Value added tax, Service tax, Customsduty, Excise duty and Cess which have not been deposited with the appropriate authorities onaccount of any dispute

VIII. Based on our audit procedures and on the information and explanations given by the management,we are of the opinion that the company has not defaulted in repayment of loans or borrowing to afinancial institution, bank, and government. The Company has not issued any debentures.

IX. According to the record of the company has not raised any moneys by way of Initial Public Offer orFurther Public Offer and term loan during the year. Accordingly, paragraph 3 (ix) of the Order is notapplicable.

X. Based upon the audit procedures performed and information and explanations given by themanagement, we report that no material fraud on the company by its officers or employees nor anymaterial fraud by the company has been noticed or reported during the course of our audit.

XI. Based upon the audit procedures performed and the information and explanations given by themanagement, the managerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Companies Act;

XII. In our opinion, and to the best of our information and according to the explanation provided by themanagement, we are of the opinion that the company is not Nidhi Company hence in our opinion; therequirements of Clause 3(xii) of the order do not apply to the company.

XIII. According to the information and explanations given to us and based on our examination of therecords of the Company, all transactions with the related parties are in compliance with section 177and 188 of Companies Act, 2013 where applicable and details of such transactions have beendisclosed in the Financial Statements as required by the applicable accounting standards.

XIV. Based upon the audit procedures performed and the information and explanations given by themanagement, the company has not made any preferential allotment or private placement of shares orfully or partly convertible debentures during the year under review. Accordingly, the provisions ofclause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

XV. Based upon the audit procedures performed and the information and explanations given by themanagement, the company has not entered into any non-cash transactions with directors or personsconnected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to theCompany and hence not commented upon.

XVI. In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bankof India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable tothe Company and hence not commented upon.

Chartered AccountantsFor PGT & Associates



M. No. 100968


35


ANNEXURE-B TO THE INDEPENDENT AUDITORS’ REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”).

SOM SHIVA (IMPEX) LIMITEDWe have audited the internal financial controls over financial reporting of asof March 31, 2016 in conjunction with our audit of the financial statements of the Company for the yearended on that date.

The Company’s management is responsible for establishing and maintaining internal financial controls

Management’s Responsibility for Internal Financial Controls

based on the internal control over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilitiesinclude the design, implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its business, including adherence toCompany’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financialinformation, as required under the Companies Act, 2013.

Our responsibility is to express an opinion on the Company’s internal financial controls over financial

Auditors’ Responsibility

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to theextent applicable to an audit of internal financial controls, both applicable to an audit of Internal FinancialControls and, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding of internal financial controlsover financial reporting, assessing the risk that a material weakness exists, and testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor’s judgement, including the assessment of the risks of material misstatement of thefinancial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the Company’s internal financial controls system over financial reporting.

A Company’s internal financial control over financial reporting is a process designed to provide reasonable

Meaning of Internal Financial Controls over Financial Reporting

assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A Company’s internalfinancial control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositionsof the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessaryto permit preparation of financial statements in accordance with generally accepted accounting principles,and that receipts and expenditures of the Company are being made only in accordance with authorisationsof management and directors of the Company; and (3) provide reasonable assurance regarding preventionor timely detection of unauthorised acquisition, use, or disposition of the Company ‘s assets that could havea material effect on the financial statements.

36


Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including thepossibility of collusion or improper management override of controls, material misstatements due to error orfraud may occur and not be detected. Also, projections of any evaluation of the internal financial controlsover financial reporting to future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions, or that the degree ofcompliance with the policies or procedures may deteriorate.

In our opinion, the Company has, in all material respects, an adequate internal financial controls system

Opinion

over financial reporting and such internal financial controls over financial reporting were operating effectivelyas at March 31, 2016, based on the internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

Chartered AccountantsFor PGT & Associates



M. No. 100968


37


BALANCE SHEET AS AT 31 MARCH, 2016ST

Note No ( in thousands)` As at

31-03-201531-03-2016EQUITY AND LIABILITIESShareholders’ Funds :(a) Share Capital 1 3,4003,400(b) Reserves and Surplus 2 63,546

66,946

(a) Long Term Borrowings

68,83172,231

Non -Current Liabilities :3 72,77492,649

(b) Deferred tax liabilities ( Net ) 25 10,2039,975(c) Long - term provisions 4 993

83,970

(a) Short Term Borrowings

1,032103,656

Current Liabilities :5 268,301231,866

(b) Trade Payables 6 63,99393,034(c) Other current liabilities 7 10,94112,825(d) Short term provisions 8 4,036

347,2712,832

340,558TOTAL 516,445

ASSETS498,187

Non -Current Assets :(a) Fixed assets : 9

(i) Tangible assets 152,843220,827(ii) Intangible assets 27421(iii) Capital work-in- progess 87,685

240,80210 10,51211 3,802

255,116

(a) Inventories

31,973252,820

(b) Non Current Investments 15,383(c) Long-term loans and advances 2,966

271,169Current Assets

12 77,74361,190(b) Trade receivables 13 98,070119,877(c) Cash and Bank Balance 14 22,78737,108(d) Short-term loans and advances 15 43,63426,128(e) Other Current Assets 16 837

243,071973

245,276TOTAL 516,445

Contingent Liability498,187

33 - 19,8591 to 34Significant Accounting Policies and Notes form an

Integral Part of the Financial StatementsAs per our Report of even date attachedFor P G T & AssociatesChartered Accountants

(CA Pradeep G Tulsian)

(Firm Reg. No. 116277W)

PartnerMembership No. 100968Place : AhmedabadDate : 30 May, 2016th

For and on behalf of the Board

Pranay A. Patel Kashyap R. MehtaExecutive Director Director

Place : AhmedabadDate : 30 May, 2016th

38


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31 MARCH, 2016ST

( in thousands)`

Note No For the year ended on31-03-2015

Revenue from operations

31-03-2016

REVENUE :

Sale of Products 385,118351,913Sale of Services 196302Other Operating Revenue 2,091

387,4052,105

354,320Less: Excise Duty (46,768)

340,637(31,182)323,138

Other income 17 5,0472,492Total Revenue 325,630EXPENSES :

345,684

Cost of Material Consumed 18 186,962185,994Purchase of Stock in trade 54,45240,624Change in Inventories of Finished Goods andStock in Trade 19 (5,582)(974)Employee benefits expenses 20 24,31324,747Finance costs 21 17,48814,378Depreciation and Amortisation 9 14,19513,597Other expenses 22 43,28540,037Total Expenses 318,403Profit Before Exceptional & extra ordinary items and Tax

335,1137,226 10,571

Add: Exceptional Items 33 --

Profit before tax 7,226 10,571Less/ [Add] :Tax expenses(1) Current tax 2,1001,350(2) (Excess) / Short Provision of Income Tax --(3) Deferred tax 25 1,256(228)

Total Tax Expenses 3,3561,122Profit/(Loss) for the year 6,104 7,215Earnings per equity share :Equity Shares of par value of 10/- each`

(1) Basic & Diluted 26 21.221 to 34

17.95Significant Accounting Policies and Notes form anIntegral Part of the Financial Statements

As per our Report of even date attachedFor P G T & AssociatesChartered Accountants







39


CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31 MARCH, 2016ST

( in thousands) Year ended

`Particulars Year ended

March 31, 2015 March 31, 2016A Cash Flows from Operating Activities :-

7,227Net profit before taxation and extraordinary items 10,571Adjustments for :-

Depreciation and Amortisation Expenses 14,19513,597[ Profit ] / Loss on sale of assets [ net ] (18)(3)[ Profit ] / Loss on sale of Investments [ net ] 26-Interest Paid 14,52912,879[ Interest income ] (697)(1,488)[ Dividend income ] (207)(200)

Total 27,82824,785Operating profit before working capital changes 38,39832,013Adjustments for :-

[Increase]/Decrease in trade and other receivables 76,473(24,482)[ Increase ] / Decrease Inventories (17,457)16,553Increase/[Decrease] in trade payables & (66,156)19,435other liabilities

Total (7,141)11,506Cash generated from operations 31,25843,519[ Direct taxes paid ] [ Net of refunds ] (1,122)(2,774)

Total (1,122)(2,774)Net cash from operating activ ities 40,745

B30,135

Cash flows from investing activities :-(25,618)Purchase of fixed assets (12,219)

Purchase of Investment (114)(4,871)Loans and Advances to Related Parties 5,51320,882Interest Received 6971,488Proceeds from sale of fixed assets 5052Proceeds from sale of Investment 514-Dividend received 207200

Net cash from investing activities (7,917)C

(4,896)Cash flows from financing activities :-

(4,812)Proceeds from Borrowings (Net of Repayment) 994Share Application Money --[ Interest Paid ] (14,529)(12,879)[ Dividends paid ] (680)(680)[ Tax on dividends paid ] (116)(138)

Net cash used in financing activities (18,509)Net increase / (-) decrease in cash and cash equivalents

(14,330)14,320

Cash and cash equivalents at the beginning of the year10,909

22,787Cash and cash equivalents at the close of the year :

11,87937,108

Cash & Bank Balance22,787

37,108 37,108 22,787 22,787

1Notes to the Cash Flow Statement

Figures in the brackets are shown as (outflow)As per our Report of even date attachedFor P G T & AssociatesChartered Accountants







40

SOM SHIVA (IMPEX) L IM ITED

SIGNIFICANT ACCOUNTING POLICIES:-

A) Basis of Preparation :

The financial Statements have been prepared to comply in all material respects with the notifiedaccounting standards by companies Accounting Standards Rules, 2006 and the relevant provisions ofthe Companies Act, 2013. The Financial statements have been prepared under the historical costconversion on an accrual basis. The accounting policies have been consistently applied by the Companyand are consistent with those used in the previous year.

B) Use of Estimates:

The presentation of the Financial Statements in conformity with the Generally Accepted Accountingpolicies requires, the management to make estimates and assumptions that affect the reported amountof Assets and Liabilities, Revenues and Expenses and disclosure of contingent liabilities. Suchestimation and assumptions are based on management’s evaluation of relevant facts and circumstancesas on date of Financial Statements. Difference between the actual results and estimates are recognizedin the period in which the results are known / materialized.

C) Fixed Assets :

Fixed Assets are stated at cost of acquisition/construction less accumulated depreciation andimpairment losses, if any. Cost comprises the purchase price and any attributable cost of bringing theasset to its working condition for its intended use, but excluding Cenvat/ VAT credit availed. Where theconstruction or development of any such asset requiring a substantial period of time to set up for itsintended use, is funded by borrowings if any, the corresponding borrowing cost are capitalized up tothe date when the asset is ready for its intended use.

D) Depreciation:

Depreciation on Fixed Assets is provided on straight line method based on life of assets at the ratesgiven in the Schedule II to the Companies Act, 2013.

Depreciation on Fixed Assets pertaining to Solar division is provided to the extent of depreciableamount on written down value method (WDV) based on life of assets at the rates given in the ScheduleII to the Companies Act, 2013.

Depreciation for additions / deletion from assets is calculated pro-rata from the day of additions /deletion.

An asset purchased on or after 1 April 1993 and where the actual cost does not exceed 5000/- isst `depreciated at the rate of 100%.

E) Impairment of assets:

An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. Animpairment loss is charged to the Statement of profit and loss in the year in which an asset is identifiedas impaired. The impairment loss recognized in prior accounting year is reversed if there has been achange in the estimate of recoverable amount.

F) Investments :

Investments are classified as Long Term & Current Investments. Long Term investments are valued atcost less provision for diminution other than temporary, in value, if any. Current Investments are valuedat cost or fair value whichever is lower.

G) Inventories:

Inventories are valued after providing for obsolescence, as under:

- Inventories of Raw Materials are stated at Cost or Net realizable value whichever is lower afterconsidering credit of VAT and Cenvat.

41


- Inventories of Finished goods are valued at lower of cost including excise duty payable thereon onor net realizable value.

H) Employee Benefit :

I. Short Term

Short Term employee benefits are recognized as an expense at the undiscounted amount expectedto be paid over the period of services rendered by the employees to the company.

II. Defined Benefit Plans

Expenses for defined benefit gratuity payment plans are calculated as at the balance sheet date byindependent actuaries in the manner that distributes expenses over the employees working life.These commitments are valued at the present value of the expected future payments, withconsideration for calculated future salary increases, using a discounted rate corresponding to theinterest rate estimated by the actuary having regard to the interest rate on Government Bonds witha remaining term i.e. almost equivalent to the average balance working period of employees.

I) Revenue Recognition

- Sales of product are recognized when significant risks and rewards of ownership of products passedon to customers or when the service has been provided. Sales are stated net of trade discounts,rebates, excise duty, sales tax, service tax and value added tax. It does not include interdivisionaltransfer. Revenue from operations include sale of products, sale of services and sale of energyunits generated from solar power plant.

- Dividend Income on investments is accounted for, when the right to receive the payment isestablished.

- Income from Interest is booked on a time proportion basis taking into account the amounts investedand the rate of interest.

J) Foreign Currency Transactions:

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currencyamount at the exchange rate between the reporting currency and foreign currency at the date of thetransactions.

Foreign currency monetary items are reported using the closing rate. Non-monetary items which arecarried in terms of historical cost denominated in a foreign currency are reported using the exchangerate at the date of the transaction.

Exchange differences arising on the settlement of monetary items or on reporting a company’s monetaryitems at rates different from those at which they were initially recorded during the year, or reported inprevious financial statements, are recognized as income or as expenses in the year in which theyarise.

Monetary assets & liabilities denominated in foreign currency remaining unsettled at the year end aretranslated at the closing rates.

K) Government Grants:

(a) Government grants and subsidies are recognised when there is reasonable assurance that thecompany will comply with the conditions attached thereto and the grants will be received.

(b) Capital Government Grants or Subsidies relating to specific fixed assets are deducted from thegross value of the respective fixed assets and capital grants for projects are credited to CapitalReserve.

(c) Revenue Government Grants or Subsidies relating to an expense item are recognised as incomeover the period to match them on a systematic basis to the costs or deducted from related expenses.

42


L) Borrowing Cost:

Borrowing costs are recognized in the period to which they relate, regardless of how the funds havebeen utilized, except where it relates to the financing of construction or development of assets requiringa substantial period of time to prepare for their intended future use. Interest on borrowings if any iscapitalized up to the date when the asset is ready for its intended use. The amount of interest capitalizedfor the period is determined by applying the interest rate applicable to appropriate borrowings.

M) Taxes on Income :

Taxes on income of the current period are determined on the basis of taxable income and tax creditscomputed in accordance with the provisions of the Income tax Act 1961.

Deferred tax is recognized on timing differences between the accounting income and the taxableincome for the year, and quantified using the tax rates and laws enacted or substantively enacted ason the Balance Sheet date.

Deferred tax assets are recognized and carried forward to the extent that there is a reasonable andvirtual certainty as the case may be, that sufficient future taxable income will be available againstwhich such deferred tax assets can be realized.

N) Earning per share :

Basic earning per share is calculated by dividing the net profit after tax for the year attributable to EquityShareholders of the company by the weighted average number of Equity Shares outstanding duringthe year.

Diluted earning per share is calculated by dividing net profit attributable to equity shareholders (afteradjustment for diluted earnings) by average number of weighted equity shares outstanding during theyear.

O) Research and Development Expenses :

All revenue expenditure related to R&D including expenses in relation to development of product/processes is charged to Statement of Profit and Loss in the year in which it is incurred.

Capital Expenditure on research and development is classified separately under tangible/intangibleassets and depreciated on the same basis as other fixed assets.

P) Provision, Contingent liabilities and contingent assets:

A Provision is recognized when the company has a present legal or constructive obligation as a resultof past event and it is probable that an outflow of resources will be required to settle the obligation, inrespect of which reliable estimate can be made. Provisions (excluding long term benefits) are notdiscounted to its present value and are determined based on best estimate require to settle theobligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted toreflect the current best estimates. Contingent liabilities are not recognized but are disclosed in thenotes to the financial statements. A contingent asset is neither recognized nor disclosed.

Q) Cash Flow Statement:

The Cash Flow Statement is prepared by the “indirect method” set out in Accounting Standard 3 on“Cash Flow Statements” and presents the cash flows by operating, investing and financing activities ofthe Company.

Cash and Cash equivalents presented in the Cash Flow Statement consist of cash on hand anddemand deposits with banks.

43


NOTES TO THE FINANCIAL STATEMENTS ( in thousands)` As at

31-03-201531-03-20161 SHARE CAPITAL :

(a) Authorised1,000,000 Equity Shares of 10 /- each (1,000,000) 10,000` 10,000

(b) Issued, Subscribed and Fully paid340,000 Equity Shares of 10/- each (340,000) 3,400` 3,400

(c) Par Value of Share 10/- each`

Total 3,400 3,400

1.1 Reconciliation of the number of shares outstanding andthe amount of share capital is as under:Number of shares at the beginning (In Nos) 340,000340,000Number of shares at the end (In Nos) 340,000340,000Amount of Share Capital at the beginning 3,4003,400

Amount of Share Capital at the end 3,4003,400

1.2Pranay A. Patel 59,700Details of Shareholders holding more than 5% equity shares

59,700

Arun P. Patel 41,85041,850A. R. Patel 30,00030,000

Abhishek R. Patel 30,00030,000Poonam P. Patel 26,90026,900

Deval R. Patel 19,85019,850

1.3 The Company has only one class of shares referred to as equity shares having a par value of 10/-.`Each holder of equity shares is entitled to one vote per shares.

1.4 The Company declares and pays dividends in Indian rupees. The dividend proposed by Board ofDirectors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

1.5 During the year ended 31st March, 2016 the amount of per share dividend recognised as distributionto equity shareholders was 2/-.`

1.6 In the event of liquidation of the Company, the holders of equity shares will be entitled to receive theremaining assets of the company, after distribution of all preferential amounts. However, no suchpreferential amount exist currently. The distribution will be in proportion to the number of equity sharesheld by the shareholders.

44


( in thousands)` As at

31-03-201531-03-2016

2 RESERVES AND SURPLUS :(a) Capital Reserves

Balance as per last balance sheet 469469

(b) Securities Premium ReserveBalance as per last balance sheet 14,00014,000

(c) General ReserveBalance as per last balance sheet 9,21810,218Add : Transfer from surplus during the year 1,000

10,2181,000

11,218

(d) Surplus as per Statement of Profit and LossBalance as per last Balance sheet 33,52638,858Add: Profit for the year 7,215

40,7416,104

44,962Less: Appropriations :Effect of Depn. On General Reserve 88-Proposed Dividend 680680Corporate Dividend Tax 116138Transfer to General Reserve 1,000

1,8841,0001,818

Balance as at year end 38,85843,143Total 68,831

3

63,546

LONG TERM BORROWINGS:Secured

68,625

Total

(a) Term loan from banks 48,75068,625

Unsecured48,750

(a) From Government :In form of Grant under “Technology Development & 24,02424,024Demonstration Programme” (TDDP)

24,02424,024

Total 92,649 72,774

3.1 Term loan referred above are secured by way of first mortgage/charge on all the properties of theCompany

45



31-03-201531-03-2016

3.2 Terms of Repayment & Rate of Interest for Term Loan

1)Terms of Repayment & Rate of Interest :

Term Loan 1 : . 48,75039,375Repayable in 40 equal quarterly instalments commencingfrom June 2012 and ending on March 2022. Rate of Interest 5,6257,500is BBR+1.75%

2) Term Loan 2 :Repayable in 80 equal monthly instalments commencing -29,250from Feb 2016 and ending on March 2022. Rate of Interestis BBR+1.75% -375

3.3Amount is received from Department of Scientific & industrial Research,Unsecured Borrowing

Ministry of Science & Technology under Technology Developmentand Demonstration Programme (TDDP) scheme to develop anddemonstrate a novel application. The amount received is in the form ofrepayable grant. Repayment will be 26% of the monies actuallydisbursed by DSIR for a period of five years (i.e. a total 1.3 times of themonies actually disbursed by DSIR) from the start of captive use of theproduct by the company, if any, and/or commercial sale of the “Product”produced in their Pilot / Commercial or a new producing plant installedon the basis of result of the TDDP project, whichever is earlier.

4 LONG TERM PROVISIONS :1,032

Total

(a) Provision for Employee benefits 9931,032 993

4.1 Disclosure pursuant to Accounting Standard - 15 (Revised) ‘EmployeeBenefits’ : Defined benefit plan and long term employment benefit

The Company has a defined benefit gratuity plan. Every employeeGratuity [ Defined benefit plan ] :

who has completed five years or more of service gets a gratuity ondeath or resignation or retirement at 15 days salary [last drawn salary]for each completed year of service.

(Assets) / Liability at the end of the year 993Amount recognized in the Balance sheet :

1,032Fair value of plan Assets at the end of the year --Difference 9931,032Unrecognised past Service cost --Liability recognized in the Balance Sheet 993

Net actuarial (gain) / loss in the year -

1,032( Income ) / Expenses recognized in the Statement of Profit & Loss :

-Net (benefit) / expenses 117

Discount Rate 7.95%

39

Principal actuarial assumptions as at balance sheet date:7.81%

Expected rate of return on assets 0.00%0.00%Increase in compensation cost 5.00%5.00%

46



31-03-201531-03-2016

5 SHORT TERM BORROWINGS:Secured Loans repayable on Demand :

59,622

Unsecured Loans :37,251

(a) Working Capital Loans from Banks 84,308

(a) Loans and advances from Related Parties 48,700(b) Loans and advances from Others 135,292134,994

Total 231,866 268,301

5.1The loans from banks are secured by way of hypothecation of presentSecured Loan

and future stock of raw materials, stock in progress, finished goods, storesand spares and books debts.

5.2Unsecured loans are interest free and repayable on demand basis.Unsecured Loans

Unsecured loans are under stipulation of bank & these loans are frompromoter group.

6 TRADE PAYABLES :93,034

Total

Others 63,99393,034 63,993

6.1 The Company has not received any information from suppliers regardingtheir status under Micro and Medium Enterprises Development Act, 2006and hence disclosure, if any relating to amounts unpaid as at year endtogether with interest paid/payable as required under the said Act havenot been given.

7 OTHER CURRENT LIABILITIES :7,875(a) Current maturities of long term debt (Refer Note No 3.1) 5,625

(b) Other payablesStatutory Payables 3,1363,413Provision for Expenses 1,8201,310Payable for purchase of Capital Goods 257127Advance from Debtors 103101

Total 12,825

8

10,941

SHORT TERM PROVISIONS :(a) Provision for Employee Benefits

Retirement Benefits --Salary & Bonus 2,2822,502

(b) OthersProposed Dividend 680680Provision for Income Tax (Net of Adavances) 959(488)Provision for Corporate Dividend Tax 116138

Total 2,832 4,036

47


9 FIXED ASSETS :` in thousands

A (i) Tangible Assets:Land Buildings Plant andFurnitureComputers OfficeVehicles Laboratory Total

Equipments and Equipments EquipmentsFixtures

Gross Block:As at March 31, 2015 2,303 43,451 164,810 3,639 1,368 1,135 2,278 395 219,378Additions - - 80,797 330 33 170 - - 81,330Disposals - - - - - - (33) - (33)Other adjustments - - - - - - - - -As at March 31, 2016 2,303 43,451 245,607 3,969 1,401 1,305 2,245 394 300,675Depreciation:

-As at March 31, 2015 8,833 52,085 2,309 1,358 655 1,109 186 66,536Charge for the year - 1,579 10,770 654 86 193 186 72 13,539Effect of Dep. Fund - - - - - - - - -Disposals/Other adjustment - - - - (195) - (31) - (226)As at March 31, 2016 - 10,412 62,855 2,963 1,248 849 1,264 258 79,849Net Block:As at March 31, 2015 2,303 34,618 112,724 1,330 10 480 1,169 208 152,843As at March 31, 2016 2,303 33,039 182,751 1,005 152 457 982 137 220,826

(ii) Intangible Assets:

Gross Block:ComputerSoftwares Total

As at March 31, 2015 594 594Additions - -Disposals - -Other adjustments (183) (183)As at March 31, 2016 594 594Amortisation:

321As at March 31, 2015 321Charge for the year 58 58Effect of Depn Fund - -Disposals/other adjustements 13 13As at March 31, 2016 392 366Net Block:As at March 31, 2015 273 273

As at March 31, 2016 202 202 ( in thousands)` As at

31-03-201531-03-201610 NON CURRENT INVESTMENTS :

(a) Trade Investments :Investment in a Partnership Firm 301

3019797

(b) Other Investments :Investment in Equity Instruments 10,18610,261Investment in Mutual Funds 25

10,2115,025

15,286

Total 15,383 10,51210.1

The Company is a partner in M/s Spectrateck Industries,Detai ls of Trade Investments : Unquoted

a partnership firm relevant details of which are as underTotal Capital of the Firm 697-Name of Partners & their Profit Sharing Ratio :Som shiva (Impex) Limited 15%-Prominent Plastics Limited 85%-

48



31-03-201531-03-201610.2

(i)Details of Other Investments : Quoted

Investment in Equity Instruments(a) Non Trade Investment : Quoted

Sintex Industries Limited :262,500 Equity shares (Previous Year 262,500) of 1/- each 517` 517Radhe Developers Limited :11,500 Equity shares (Previous Year 115,000)of 10/- each 565` 565State Bank of India :1950 Equity shares of (Previous Year 195) 1/- each 86` 86IFCI Limited :100 Equity shares (Previous Year 100) of 10/- each 1` 1Vax Housing Finance Limited :4,000 Equity (Previous year 4,000) shares of 10/- each 17` 17Sarthak Security Limited :1,600 Equity shares (Previous year 1,600) of 10/- each 16` 16Prism Finance Limited :1,30,700 Equity (Previous year 75,700) shares of 10/- each. 672` 672Blue Information Tech Limited :500 Equity shares (Previous year 500) of 10/- each 36` 36Datapro-Infrotech Limited :7,000 Equity shares (Previous year 7,000) of 2/- each 86` 86Helios & Matherson Limited :City Hospitalities India Limited (Formerly Infoquest Software Ltd.)20,000 Equity shares (Previous year 20,000) of 1/- each 61` 61Plastiblend India Limited :200 Equity shares (Previous year 200) of 5/- each 2` 2Origin Agro Star Limited :2,625 Equity Shares (Previous year 2,625) of 10/- each 292` 292Confidential Petroleum Limited :62290 Equity Shares (Previous year 25,000) of 1/- each 516` 516Ferro Alloys Limited :5,000 Equity Shares (Previous year 5,000) of 1/- each 187` 187Kirloskar Ferros Limited :2,000 Equity Shares (Previous year 2,000) of 5/- each 95` 95Moil Limited :17 Equity Shares (Previous year 17) of 10/- each 6` 6Timber Home Limited :1,33,773 Equity Shares (Previous year 1,33,773) of 10/- each 6,482` 6,482

(b) Non Trade Investment : Un QuotedGranula Masterbatches India Pvt Ltd7,500 Equity shares (Previous year : Nil) of Rs.10/- each -75Prominent Plastic Limited :57,725 Equity shares (Previous year 57,725) of 10/- each 533` 533Zeppelin Mobile Systems India Limited :10 Equity shares (Previous year 10) of 10/- each 4` 4Textile Traders Co-Operative Bank limited :523 Equity shares (Previous year 523) of 25/- each. 13

10,186` 13

10,261

49



31-03-201531-03-2016

(ii) Investment in a Mutual FundIIFL ASSET REVIVAL FUND SERIES - 2 -5000UTI Midcap Fund Dividend Plan1189.459 Units (Previous year 1189.459 units) of 17.55 per unit. 25` 25

Total 255,02510.3 Disclosure of Aggregate value and Market value of Investments

Aggregate amount of unquoted investments 30197Aggregate amount of quoted investments 10,21115,286Market value of quoted investments 15,86124,143

11 LONG TERM LOANS AND ADVANCES :[Unsecured Considered good](a) Capital Advances 1,042306(b) Security Deposits 2,7602,660(c) Advance Income Tax (Net) --

Total 2,966

12

3,802

INVENTORIES :35,966(a) Raw materials 53,493

(b) Finished goods 20,87621,849(c) Stock in Trade 3,1503,150(d) Stores and Spares 225225

Total 61,190 77,743The Inventory is valued at lower of cost or Net realisable value.

13 TRADE RECEIVABLES :(i) Debts outstanding for a period exceeding six months from due date:

(a) Unsecured considered good 18,52027,990

(ii) Other Debts:(a) Unsecured considered good 79,55091,886

Total 119,877

14

98,070

CASH AND BANK BALANCE :Cash and Cash Equivalents:(a) Balances with banks 13,45830,444

(b) Margin Money Deposit [Having remainingmaturity of less than 3 months] 4,0161,536

(c) Cash on hand 1,176991Other Bank Balance:- Margin Money Deposit 4,1374,137

[Having remaining maturity of more than 1 year]Total 37,108 22,787

14.1 Balances with Banks to the extent held as margin money 8,1535,673deposits is against guarantee

50



31-03-201531-03-201615 SHORT TERM LOANS AND ADVANCES :

(Unsecured considered good)(a) Loans and advances to related parties

Loans and advance due by directors --Loans and advance due by private companies in which 27,1826,300director is a member or a director is a member or a directorOther Loans and advances -310

(b) Others:Advances to Suppliers 6541,746Balance with Excise, Customs and Sales Tax Authorities 3,7562,279Loans and Advances to Employees 837815Advance recoverable in cash or in kind or for value to be received 11,20514,677

Total 26,128

16

43,634

OTHER CURRENT ASSETS :416Interest Accrued but not due 405

Subsidy Receivables 7575Prepaid Expenses 357482

Total 973 837

( in thousands)` For the year ended on

31-03-201531-03-2016

17 OTHER INCOME :1,488(a) Interest Income 697

(b) Dividend Income- Long Term Investments 207200

(c) Net Gain (Loss) on Sale of Investments (26)-(d) Net Gain on Sale of Assets 183(e) Other Non-operating income 4,152801

Total 2,492

18

5,047

COST OF MATERIAL CONSUMED:53,718Opening Stock 41,842

Add : Purchases 198,837240,680

168,467222,185

Less : Closing Stock 53,71836,191Total 185,994

19186,962

CHANGE IN INVENTORIES OF FINISHED GOODS ANDSTOCK IN TRADE:(a) Opening Stock

20,876Finished Goods 15,294Stock in Trade 3,150

18,4443,150

24,026Less :(b) Closing Stock

21,849Finished Goods 20,876Stock in Trade 3,150

24,0263,150

24,999

Total (974) (5,582)

51


( in thousands)` For the year ended on

31-03-201531-03-2016

20 EMPLOYEES BENEFITS EXPENSES :23,651(a) Salaries and Wages 23,480

(b) Contribution to provident and other funds 656699(c) Staff welfare expenses 178397

Total 24,747 24,31320.1

Contribution to Defined contribution Plans, recognized asDefined Contribution Plans

expense for the year is as under:Employer’s Contribution to the Provident Fund 560563Employer’s Contribution to the ESI 96136

21 FINANCE COSTS :12,879(a) Interest Expenses 14,529

(b) Bank Charges 2,9591,499Total 14,378

22

17,488

OTHER EXPENSES :4,316Consumption of Consumables and Tools 3,480

Power and Fuel 11,62112,267Rent 664

Buildings 207

590

Repairs and Maintenance :368

Plant and Machinery 1,3051,513

1,422

1,790Insurance 612820Rates and Taxes 152166Job work charges 7451,889Lab & Development Expenses 21689Clearing & Forwading Expenses 15330Factory Expenses 138412Packing Charges 316Excise Duty 632108Freight 7,2616,502Travelling and Conveyance Expenses 4,4394,539Postage and Telphone Expenses 494485Office Expenses 522261Vehicle Expenses 448361Exhibition Expenses 783-Stationery & Printing Expenses 130131Legal and Professional Expenses 7,4843,146Hire Charges 120120Auditors Remuneration (Refer to Note No 27) 6040Miscellaneous Expenses 1,4941,499

Total 39,578 43,285

52


23 SEGMENT INFORMATION :Primary Business Segment : Primary segments of the Company are Manufacturing and Job work ofColor Master Batches, Solar Power Plant and trading of cloth.

( in thousands)`

Particulars Manufacturing and Solar Power Trading Trading of TotalJob work of Plant of Fabric Machinery

Master Batchesa Sales Revenue : 258,535 23,751 40,852 - 323,138

263,331 22,623 54,683 - 340,637b Result:

5,392Segment Result 9,733 228 - 15,3538,819 7,732 231 - 16,782

Unallocated Expenses7,1076,436

Operating Profit9,6758,917

Unallocated Income896

1,691

Profit before Tax10,571

7,226

Tax Expenses3,3561,122

Profit/(Loss) after Tax7,2156,103

c Segment Assets:333,101Segment Assets 133,043 40,852 3,150 510,146287,163 126,009 54,683 3,150 471,005

Unallocated Assets27,182

6,300

Total Assets498,187516,446

The company does not have any reportable secondary segmentsNote: Figures shown in bold are of current year.

24 RELATED PARTY DISCLOSURE :

A.

List of related parties with whom transaction have taken place during the year.Associates :Akshar Estate Private Limited Prism Finance LimitedAarna Clothing Private Limited Prominent Plastics LimitedMas Chemicals Private Limited Samurai Holding Private Limited

B. Enterprises indirectly controlled

C.

Bar Magnet Investment Private LimitedRelatives of key management PersonnelArunprasad P. Patel Pranay A Patel (HUF)Rahulbhai Patel Poonamben P. Patel

D. Key management personnelPranay Arunprasad Patel

53


( in thousands)`

Sr Nature of Transaction NATURE OF RELATIONSHIPNo Associ- Enterprise Relative of Key

ates Indirectly Key ManagementControlled Management Personnel

personnel1 Loan received -599 6,600 -

- - - -2 Loan repaid 1,149 - 12,564 -

1,468 - - 11,3003 Loan Given 2,687 1,093 180 -

- - - -4 Repayment of Loan Given 5,926 943 180 -

- - - -5 Hire charges paid - -140 -

- 66 - -6 Directors Remuneration - - - 1,668

- - - 1,6687 Bill discount charges 1,368 - - -

119 - - -Note: Figures shown in bold are for current year.

25 DEFERRED TAX :Break up of Deferred Tax Liabilities and Assets into major components of the respective balances areas under :The Net Deferred Tax Assets of 228 thousands [ P.Y. Net Deffered Tax Liabilities of 1256 thousands]` `for the year has been provided in the Statement of Profit & Loss.

( in thousands)`Charge for Charge for

the previous the currentyear to year to

As at Statement of As at Statement of31-03-14

As atProfit & Loss 31-03-15 Profit & Loss 31-03-16

Deferred Tax Liabilities :Depreciation 30,472 (1,474) 28,998 7,702 36,700

Total 30,472 (1,474) 28,998 7,702 36,700Deferred Tax Assets :Retirement benefits 473 91 564 (8) 556MAT Credit - 1,988 1,988 5,122 7,110Business Loss & UnabsorbedDepreciation 21,052 (4,809) 16,243 2,815 19,058

Total 21,525 (2,730) 18,795 7,930 26,7258,947Net Deferred Tax Liability 1,256 10,203 (228) 9,975

54


( in thousands)` As at end of

31-03-201531-03-2016

26 EARNING PER SHARE :6,104Profit after tax attributable to Shareholders 7,215

Basic and weighted average number ofEquity shares outstanding during the year (Nos) 340,000340,000Nominal value of equity share (In ) 10` 10Basic & Diluted EPS (In ) 21.22` 17.95

For the year ended on31-03-201531-03-2016

27 PAYMENT TO AUDITOR:40

28

As Audit Fees 60

TURNOVER :302Job Work Master Batches -

Job.Work Injection Mould 196-Manufacturing Master Batches 234,837231,906Manufacturing Injection Mould 26,20724,222Sale of Fabric 54,68340,852Others 2,0912,105Sale of Solar Energy units 22,623

340,63723,751

323,138

29 CONSUMPTION OF RAW MATERIALS :125,717Polymer 121,106

Carbon Black 38,01528,848Others 27,841

186,96231,429

185,994

30 CIF VALUE OF IMPORT IN RESPECT OF :(Advances given are not considered)Raw Material 73,98045,564Capital Goods -405

31 EARNING IN FOREIGN EXCHANGE ON ACCOUNT OF686

32

FOB Value of Sales 6,247

EXPENDITURE IN FOREIGN CURRENCY589

33

Travelling Expenses 1,446

CONTINGENT LIABILITY

-

34

FLCs opened but goods not received in factory premises till March End 19,859

Previous year figures are regrouped to make the figures comparable with the current year.

As per our Report of even date attachedFor P G T & AssociatesChartered Accountants







SOM SHIVA (IMPEX) LIMITED[CIN: L51909GJ1984PLC007374]

Registered Office:‘Mangalam’, Behind Apang Manav Mandal Workshop, Dr. V. S. Road, Ahmedabad-380 015

PROXY FORMFORM MGT-11

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Managementand Administration) Rules, 2014)]

Name of the member (s):Registered Address:

Email Id:Folio No./ DPID-Client ID:

I/We, being the member (s) of …...........................……. Shares of the above named Company, hereby appoint:

1. Name:………………........................................................................................................………............................Address:…...................................................................................................................…………….........................…..............................................................................................................……………....................……..................Email Id: ……...........................................………. Signature: ………...............………………… or failing him

2. Name:………………........................................................................................................………............................Address:…...................................................................................................................…………….........................…..............................................................................................................……………....................……..................Email Id: ……...........................................…...……. Signature: ………...............…………………......................

as my/ our proxy to attend and vote for me as me/us and on my/ our behalf at the 32 Annual Generalnd

Meeting of the Company, to be held on Thursday, the 29 September, 2016 at 12.00 Noon at the Registeredth

Office of the Company at ‘Mangalam’, Behind Apang Manav Mandal Workshop, Dr. V. S. Road, Ahmedabad380 015, and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution Resolution OptionalNo. For Against

Ordinary Business

1 Adoption of the Audited Financial Statements of the Company for the financialyear ended 31 March, 2016, the reports of the Board of Directors and Auditorsst

thereon.

2 Declaration of dividend on Equity Shares

3 Re-Appointment of Mr. Pranay A. Patel , liable to retire by rotation and beingeligible, offers himself for re-appointment

4 Ratification of Appointment of Appointment of Statutory Auditors of the Company

5Special Business

Authority to the Board of Directors to make investment under section 186 ofthe Companies Act, 2013.

Signed this ................................. day of .............................................. 2016Signature of Shareholder .....................................................................Signature of Proxyholder (1)..............................................................(2).....................................................................Note:This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company, not less than 48 hours before the commencement of the Meeting.

AffixRevenue

Stamp

SOM SHIVA (IMPEX) LIMITED[CIN: L51909GJ1984PLC007374]

Registered Office: ‘Mangalam’ B/h. Apang Manav Mandal, Nr. V.S. Road, Ahmedabad-380 015

ATTENDANCE FORM/ BALLOT FORMFORM MGT-12

(TO BE USED BY SHAREHOLDERS PERSONALLY PRESENT/THROUGH PROXY AT THEMEETING AND HAVE NOT OPTED FOR E-VOTING)

1 Name and address of the Sole/First named Shareholder

2 Name(s) of the Joint Holder(s) (if any)

3 Registered Folio No./ DPID-Client ID4 Number of Shares(s) held5 I/We hereby exercise my/our attendance/ vote(s) in respect of the resolutions set out in the Notice of

32 Annual General Meeting (AGM) of the Company to be held on Thursday, 29 September, 2016,nd th

by sending my/ our assent or dissent to the said Resolutions by placing the tick ( ) mark at theappropriate box below:

Resolution Resolutions No. of (FOR) (AGAINST)No. Shares I/We assent I/We dissent

to the theresolution resolution

Ordinary Business

1 Adoption of the Audited Financial Statements ofthe Company for the financial year ended31 March, 2016, the reports of the Board ofst

Directors and Auditors thereon.

2 Declaration of Dividend on Equity Shares

3 Re-Appointment of Mr. Pranay A. Patel, liable toretire by rotation and being eligible, offers himselffor re-appointment

4 Ratification of Appointment of Statutory Auditorsof the Company

5

Special Business

Authority to the Board of Directors to makeinvestment under section 186 of the CompaniesAct, 2013.

Place:Date: (Signature of the Shareholder/Proxy)

Note: This Form is to be used for exercising attendance/ voting at the time of 32 Annual Generalnd

Meeting to be held on Thursday, the 29 September, 2016 by shareholders/proxy. Duly filled in andth

signed ballot form should be dropped in the Ballot box kept at the venue of AGM.

If undelivered, please return to :SOM SHI VA (IM PEX) L IMITEDRegistered Office : "Mangalam",B/h. Apang Manav Mandal,Dr. V. S. Road, Ahmedabad - 380 015.

BOOK-POSTPRINTED MATTER

To,

Documents

32 ANNUAL REPORT ND 2015-16 - simpexin.com€¦ · 32 ANNUAL REPORT 2015-16ND BOARD OF DIRECTORS Mr. Pranay A. Patel Executive Director Mr. Kashyap R. Mehta Director Mr. Kaushikkumar