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Simmonds Marshall Ltd.

BSE: 507998 Sector: Engineering
NSE: N.A. ISIN Code: INE657D01021
BSE 00:00 | 27 Jan 51.10 -2.35
(-4.40%)
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NSE 05:30 | 01 Jan Simmonds Marshall Ltd
OPEN 55.40
PREVIOUS CLOSE 53.45
VOLUME 7773
52-Week high 71.20
52-Week low 37.65
P/E
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 55.40
CLOSE 53.45
VOLUME 7773
52-Week high 71.20
52-Week low 37.65
P/E
Mkt Cap.(Rs cr) 57
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Simmonds Marshall Ltd. (SIMMMARSHALL) - Director Report

Company director report

To

The Members

Simmonds Marshall Limited

Your Directors have pleasure in presenting the 61st (Sixty first) AnnualReport together with the Audited Financial Statements of the Company for the FinancialYear ended March 31 2021. The consolidated performance of the Company and its Associatehas been referred to wherever required.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs except EPS)

Standalone Consolidated
Particulars Year ended 31.03.2021 Year ended 31.03.2020 Year ended 31.03.2021 Year ended 31.03.2020
Revenue from operation 12418.61 14169.02 13415.08 15155.82
Other Income 46.98 30.58 59.38 31.67
Total Revenue 12465.59 14199.60 13474.46 15187.49
Profit/(Loss) before Finance Cost and Depreciation (291.52) 38.23 (281.51) 23.09
Less: Finance Cost 845.79 541.13 845.79 541.13
Less: Depreciation & Amortization expenses 654.34 538.83 662.83 547.23
Loss Before Tax (1791.65) (1041.73) (1793.77) (1065.27)
Provision for
- Current Tax - - - -
- Deferred Tax - (292.90) (2.02) (315.90)
- Tax pertaining to earlier year (1.61) 22.00 (1.61) 22.00
Net Loss After Tax (1790.04) (770.83) (1790.13) (771.37)
Other Comprehensive Income (Net of tax) 29.97 84.45 29.97 84.45
Total Comprehensive Income After Tax (1820.01) (855.28) (1817.44) (860.12)
Earing Per Share (15.98) (6.88) (15.96) (6.92)

Notes: The above figures are extracted from the audited standalone and consolidatedfinancial statements as per Ind-AS.

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

Standalone Performance:

Total revenue reported for the year is Rs. 12465.59 Lakhs as against Rs. 14199.60 Lakhsreported in the previous year. The Company has reported a loss of Rs. 1790.04 Lakhs asagainst the loss of Rs. 770.83 Lakhs reported in the previous year.

Consolidated Performance:

Total revenue reported for the year is Rs. 13474.46 Lakhs as against Rs. 15187.49 Lakhsreported in the previous year. The Company has reported a loss of Rs. 1787.47 Lakhs asagainst a loss of Rs. 775.67 Lakhs reported in the previous year.

PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE: FORMEX PRIVATE LIMITED

Formex Private Limited achieved a total turnover of Rs. 598.82 Lakhs as against Rs.1154.85 Lakhs in the previous year. The Company has reported a profit after tax of Rs.5.44 Lakhs during the Financial Year as against loss after tax of Rs. 8.77 Lakhs in theprevious year.

COMPANY'S RESPONSE TO COVID -19:

Due to the global outbreak of COVID-19 a pandemic and following the nation-widelockdown by the Government of India the Company's manufacturing facilities were closedsince then the Company has gradually resumed its operations in compliance with theguidelines issued by respective authorities. This has impacted the Company's operationsadversely in the year ended March 31 2021. The Company has taken adequate precautions forsafety and wellbeing of the employees while resumption of its operations. The Company hasconsidered the possible effects; that may impact the carrying amounts of inventoriestrade receivables and deferred tax assets. In making the assumptions and estimatesrelating to the uncertainties as at the reporting date in relation to the recoverableamounts the Company has inter alia considered subsequent events internal and externalinformation and evaluated economic conditions prevailing as at the date of approval ofthese financials statements. The Company expects no significant impairment to the carryingamounts of these assets other than those accounted for. The Company will continue toclosely monitor any changes to future economic conditions and assess its impact on theoperations.

The Board and the Management will continue to closely monitor the situation as itevolves and do its best to take all necessary measures in the interests of allstakeholders of the Company.

DIVIDEND:

The Board of Directors of your Company after considering holistically the relevantcircumstances and keeping in view that Company has reported a net loss during the yearunder review has decided that it would be prudent not to recommend any Dividend for theyear ended March 31 2021.

TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to theReserves for the year under review.

EXPORTS:

During the year under review the Company exported goods worth F.O.B. Rs. 1005.82 Lakhsagainst Rs. 1326.98 Lakhs in the previous year.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits within the meaning of Section 73 ofthe Act (‘'Act'') and the Companies (Acceptance of Deposits) Rules 2014.

During the year the Company has taken unsecured loan from Mr. N. S. Marshall ManagingDirector of the Company. The details of the same are given in Notes to the FinancialStatements for the year ended March 31 2021.

The Director has declared that amount has not been given out of the fund acquired byhim by borrowing or accepting loans or deposits from others.

RESEARCH & DEVELOPMENT:

The Research & Development Department of the Company has been arduously working toprovide quality and value for money to the customer in keeping with market trends.

CAPITAL STRUCTURE & LIQUIDITY:

(i) Authorised Share Capital:

The Authorised Share Capital of the Company as at March 31 2021 was Rs.100000000/-(Rupees Ten Crores only) divided into 50000000 (Five Crores) equityshares of Rs. 2/- each.

(ii) Issued & Paid up Share Capital:

The Paid-up Equity Share Capital as at March 31 2021 was Rs. 22400000 /- (RupeesTwo Crores Twenty Four Lakhs) divided into 11200000 (One Crore Twelve Lakhs) EquityShares having face value of Rs. 2/- each fully paid up.

During the year under review the Company has not issued shares or convertiblesecurities or shares with differential voting rights nor has granted any stock options orsweat equity or warrants.

As on March 31 2021 none of the Directors of the Company hold instruments convertibleinto Equity Shares of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans advances and/or guarantee provided by the Company as per section186 of the Act which are required to be disclosed in the annual accounts of the Companypursuant to Regulation 34 (3) read with Schedule V to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (the SEBI Listing Regulations) are provided inthe standalone financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS: COMPOSITION:

The Board of Directors includes the Executive and Independent Directors so as to ensureproper governance and management. The Board consists of Six (6) Directors comprising ofThree (3) Executive Directors and Three (3) Independent Directors including One (1) WomanDirector as on March 31 2021.

APPOINTMENT:

The Board of Directors on recommendation of the Nomination and Remuneration Committeeappointed Mr. Ameet N. Parikh as an Additional Director (Independent capacity) with effectfrom September 7 2020. Further Mr. Ameet N. Parikh was appointed as Non-ExecutiveIndependent Director of the Company at the 60th Annual General Meeting held onSeptember 30 2020 by the members of the Company for a term of five consecutive years.

RE-APPOINTMENTS:

In accordance with the provisions of Section 152(6) of the Act and the Articles ofAssociation of the Company Mr. I. M. Panju Director of the Company retires by rotationat the forthcoming Annual General Meeting and being eligible has offered himself forreappointment.

The Board of Directors on the recommendation of the Nomination and RemunerationCommittee and by passing Special resolution in the Annual General Meeting held onSeptember 30 2020 by the Members of the Company have re-appointed Mr. S. J. Marshall asChairman and Executive Director Mr. N. S. Marshall as Managing Director and Mr. I. M.Panju as Whole Time Director of the Company w.e.f April 1 2020.

Further Ms. Amrita Chowdhury was re-appointed as an Independent Director of theCompany for a second term of five consecutive years with effect from April 1 2021 tillMarch 31 2026 by passing Special resolution in the Annual General Meeting held onSeptember 30 2020 by the Members of the Company.

RESIGNATION:

During the year under review Mr. S. C. Saran Ex-Independent Director of the Companyhas resigned w.e.f. July 2 2020 due to personal reasons and that there are no othermaterial reasons for his resignation.

None of the Directors is disqualified as on March 31 2021 from being appointed as aDirector under Section 164 of the Act. As required by law this position is also reflectedin the Auditors' Report.

The Company has a Code of Conduct for Directors and senior management personnel. Allthe Directors and senior management personnel have confirmed compliance with the saidcode.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act the Company has the following Key ManagerialPersonnel:

Sr. No. Name of Personnel Designation
1. Mr. S. J. Marshall Chairman and Executive Director
2. Mr. N. S. Marshall Managing Director
3. Mr. I. M. Panju Whole time Director
4. Mr. Vikash Verma Chief Financial Officer
5. Mr. Nirmal Gupta Company Secretary

During the Financial Year under review there was no change in the Key ManagerialPersonnel of the Company.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received declarations from all Independent Directors of the Companythat they meet the criteria of independence as laid down under Section 149(6) of the Actand Regulation 16(1)(b) of the Listing Regulations. Mr. S. C. Saran Ex-IndependentDirector of the Company has resigned from his Directorship w.e.f. July 2 2020 in order tocomply with Regulation 16(1)(b)(viii) of the Listing Regulations. The Board with theapproval of the Members of the Company appointed Mr. Ameet N. Parikh as an IndependentDirector w.e.f. September 7 2020. In the opinion of the Board all the IndependentDirectors fulfill the conditions of independence specified in Section 149(6) of the Actand Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have alsoconfirmed that they have complied with the Company's Code of Business Conduct &Ethics.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company has one Associate Company i.e. Formex Private Limited within the meaning ofSection 2(6) of the Act.

The Associate Company is carrying on the business of Manufacturing of Bolts Nuts etc.and the Company holds 49% of the Equity Share Capital in Formex Private Limited as onMarch 31 2021. There has been no material change in the nature of the business of theAssociate Company.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 of the Companies(Accounts) Rules 2014 a statement containing salient features of the financialstatements of the Associate Company in Form AOC-1 is appended as Annexure ‘A'and forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Act the Audited Annual Reportof the Company containing therein its standalone and the consolidated financialstatements has been placed on the website of the Company www.simmondsmarshall.com.

The Company does not have any subsidiary or joint venture as on March 31 2021.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return forthe Financial Year ended March 31 2021 can be accessed on the website of the Company atwww.simmondsmarshall.com.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 5 (Five) times during the Financial Year 2020-21. The meeting details areprovided in the Corporate Governance Report that forms a part of this Annual Report.

AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is a part of this report. There have been no instancesduring the year where recommendations of the Audit Committee were not accepted by theBoard.

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under the provisions contained in Section 134(3)(c) read with Section134(5) of the Act ("Act") the Board of Directors to the best of its knowledgeand belief and according to the information and explanations obtained by it hereby statesthat: i. that in the preparation of the Annual Accounts the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any'; ii. that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of theFinancial Year and of the profit and loss of the Company for that period; iii. theDirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities; iv. the Directorshad prepared the annual accounts on a going concern basis; v. the Directors had laid downinternal financial controls to be followed by the Company and that such internal financialcontrols are adequate and were operating effectively; vi. the Directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively;

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations the Company hasimplemented a system of evaluating performance of the Board of Directors and of itsCommittees and individual Directors on the basis of evaluation criteria suggested by theNomination and Remuneration Committee and the Listing Regulations. Accordingly the Boardhas carried out an evaluation of its performance after taking into consideration variousperformance related aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties remunerationobligations and governance. The performance evaluation of the Board as a whole Chairmanand Executive Directors was also carried out by the Independent Directors in their meetingheld on February 12 2021.

Similarly the performance of various committees individual Independent and ExecutiveDirectors were evaluated by the entire Board of Directors (excluding the Director beingevaluated) on various parameters like engagement analysis decision making communicationand interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Boardits committees and individual Directors.

POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND OTHER DETAILS:

The Board of Directors as per recommendations of the Nomination & RemunerationCommittee has framed a policy which lays down a framework in relation to remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company.

The policy lays down the criteria for selection and appointment of Board Members. Thedetails of the policy are explained in the Corporate Governance Report. The policy hasbeen posted on the website of the Company www.simmondsmarshall.com.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website www.simmondsmarshall.com. This policy deals with the reviewand approval of related party transactions. The Board of Directors of the Company hadapproved the criteria for making the omnibus approval by the Audit Committee within theoverall framework of the policy on related party transactions. Prior omnibus approval isobtained for related party transactions which are of repetitive nature and entered in theordinary course of business and on an arm's length basis. All related party transactionsare placed before the Audit Committee for review and approval.

In terms of the provisions of Section 188(1) of the Act read with the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 23 of the SEBI ListingRegulations all contracts/ arrangements/ transactions entered into by the Company withits related parties during the year under review were in ordinary course of the businessand on an arm's length basis. There were no material related party transactions enteredduring the Financial Year by your Company. Accordingly no disclosure is made in respectof related party transactions as required under Section 134(3)(h) of the Act in Form AOC2. Members may refer to Note No. 39 of the financial statements which sets out relatedparty disclosures pursuant to IND-AS-24.

AUDITORS:

a) Statutory Auditor

M/s. Lodha & Co. Chartered Accountants Mumbai were appointed as theStatutory Auditors of the Company at the 57th Annual General Meeting (AGM) heldon September 8 2017 and will hold office until the conclusion of the 62nd AGMto be held in 2022.

The first proviso to section 139(1) of the Act has been omitted vide section 40 of theCompanies (Amendment) Act 2017 notified on May 7 2018. Therefore it is not mandatoryfor the Company to place the matter relating to appointment of statutory auditor forrati_cation by members at every Annual General Meeting. Hence the Company has not includedthe rati_cation of statutory auditors in the Notice of AGM.

During the year the Statutory Auditors have confirmed that they satisfy theindependence criteria required under Companies Act 2013 and Code of Ethics issued byInstitute of Chartered Accountants of India. The Report given by M/s. Lodha & Co.Chartered Accountants on the financial statements of the Company for the Financial Year2020-2021 is a part of the Annual Report. There has been no qualification reservation oradverse remark or disclaimer in their Report.

REPORTING OF FRAUDS:

During the year under review the Auditors have not reported any matter under Section143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts)Rules 2014 the Board on recommendation of the Audit Committee has re-appointed M/s. SHR& Co. as Internal Auditors of the Company to conduct Internal Audit for the FinancialYear 2021-22.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 the Audit Committee recommended andthe Board of Directors have appointed M/s. GMJ & Associates Company Secretaries asthe Secretarial Auditors of the Company to undertake the Secretarial Audit of the Company.The Secretarial Audit Report is appended as Annexure‘B' forms part of thisreport.

Further in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 datedFebruary 8 2019 issued by Securities and Exchange Board of India the Company hasobtained the Annual Secretarial Compliance Report from M/s. GMJ & Associates CompanySecretaries for the Financial Year ended March 31 2021.

There has been no qualification reservation or adverse remark or disclaimer inSecretarial Audit Report /Annual Secretarial Compliance Report by Secretarial Auditorexcept for the observations which are specified below:

The Company has defaulted under Regulation 33(3) of the Securities and Exchange Boardof India (Listing Obligations & Disclosures Requirements) Regulations 2015 & wasunable to submit Un-Audited Financial Results (i.e. Standalone & Consolidated) for thequarter ended December 31 2020 along with the limited review report to the stock exchangewithin forty-five days from the end of the December quarter.

Reply by the Board:

Due to various pressing difficult situations on account of COVID-19 pandemic andshifting & consolidation of three factories at new single location in Chakan andupgradation of ERP software Company was unable to submit Un-Audited Financial Results(i.e. Standalone & Consolidated) for the quarter ended December 31 2020. The Companyhas approved Un-audited financial results for the quarter ended December 31 2020 at itsBoard Meeting held on March 5 2021 & submitted to BSE. The Company has paid a _ne ofRs. 90000 /- on April 1 2021.

d) Cost Auditor

In terms of the provisions of Section 148 of the Act & based on recommendation ofAudit Committee the Board had appointed M/s. Joshi Apte & Associates CostAccountants (Firm Registration No. 000240) as the Cost Auditor to conduct an audit of itsCost Accounting Records for the Financial Year 2020-21 pertaining to products of theCompany as required by the law.

The Cost Audit Report for the Financial Year 2020-2021 pursuant to the Companies (CostAccounting Records) Rules 2011 will be filed within the period stipulated under the Act.

Further the Company has re-appointed M/s. Joshi Apte & Associates CostAccountants (Firm Registration No. 000240) as the Cost Auditor for the Financial Year2021-22 to conduct an audit of its Cost Accounting Records pertaining to said productsat a remuneration of Rs. 210000/- (Rupees Two Lakhs Ten Thousand Only) plus applicabletaxes and out of pocket expenses (if any) as may be incurred by them in connection withthe audit. The Company is seeking the approval of the Shareholders by means ofrati_cation for the remuneration to be paid to Cost Auditor vide Resolution No. 3 of theNotice of the ensuing AGM of the Company pursuant to Section 148 of the Act.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted a Corporate Social Responsibility Committee in accordancewith the provisions of Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 (the Rules). The details required under the Companies(Corporate Social Responsibility Policy) Rules 2014 are given in the CSR Report isappended as Annexure ‘C' and forms part of this report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicablelaws rules and regulations and highest standards of business ethics. In recognitionthereof the Board of Directors has implemented a Code of Conduct for adherence by theDirectors Senior Management Personnel and Employees of the Company. The Code of Conductdeals with ethical issues and also foster a culture of accountability and integrity. TheCode made in accordance with the requirements of the Listing Regulations has been postedon the Company's website www.simmondsmarshall.com All the Board Members and SeniorManagement Personnel have confirmed compliance with the Code.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by the Audit Committee. To maintain its objectivity and independence the InternalAudit function are reported to the Chairman of the Audit Committee or of the Board /and tothe Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.

Based on the report of internal audit function the Company undertakes correctiveaction in their respective areas and thereby strengthens the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented tothe Audit Committee of the Board.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy with the Objective to formalize the process ofIdentification of Potential risk and adopt appropriate risk mitigation measures through arisk management structure. The Policy is a step by the Company towards strengthening theexisting internal controls and updating the same as may be required from time to time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Companies Act 2013 (‘Act') theCompany is required to establish an effective Vigil Mechanism for directors and employeesto report genuine concerns.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and Employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis afirmed that no personnel of the Company has been denied access to the Audit Committee.The Whistle Blower Policy has been posted on the website of the Companywww.simmondsmarshall.com.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

In line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ("POSH Act") the Company has adopted an‘'Anti-Sexual Harassment Policy''. The policy is applicable for all employees of theorganization which includes corporate office and manufacturing locations etc.

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the POSH Act to redress complaints received on sexualharassment as well as other forms of verbal physical written or visual harassment.

During the Financial Year under review the Company did not receive any complaints ofsexual harassment and no cases were filed under the POSH Act.

INVESTOR EDUCATION & PROTECTION FUND (IEPF) & NODAL OFFICER:

Pursuant to the applicable provisions of the Act read with the IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 ("the Rules") all unpaidor unclaimed dividends are required to the transferred by the Company to the IEPFestablished by the Government of India after the completion of seven years. Furtheraccording to the Rules the shares on which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall also be transferred to the Demataccount of IEPF Authority. Accordingly the Company has transferred the unclaimed andunpaid dividends of Rs. 139302/- in respect of Financial Year 2012-13.

Further Pursuant to provision 124(6) of the Act and IEPF Rules during the year2020-21 7501 Equity shares were transferred in respect of which dividend has not beenclaimed for the Financial Year 2012-13. The details are available on our websitewww.simmondsmarshall.com.

Nodal Officer

The Company has appointed Mr. Nirmal Gupta Company Secretary as the Nodal Officer forthe purpose of verification of claims filed with the Company in terms of IEPF Rules andfor co-ordination with the IEPF Authority. The said details are also available on thewebsite of the Company i.e.www.simmondsmarshall.com.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company is in full compliance with the requirements and disclosures that have to bemade in terms of the requirements of Corporate Governance specified in SEBI ListingRegulations.

In terms of the provisions of Schedule V(C) of the SEBI Listing Regulations a detailedReport on Corporate Governance forms part of this Annual Report. Further though forbetter readability and easy reference of the Shareholders a Certificate from theSecretarial Auditors of the Company confirming compliance with the requirements ofCorporate Governance as specified in SEBI Listing Regulations is provided together withthe Report on Corporate Governance the same shall be considered to be an annexure to thisReport.

Management Discussion & Analysis Report which form an integral part of thisReport are set out as separate Annexure.

HEALTH SAFETY AND ENVIRONMENT:

The Company is aware of the importance of environmentally clean and safe operations.The Company's policy requires conduct of operations in such a manner so as to ensuresafety of all concerned compliances environmental regulations and preservation ofnatural resources at the Plant.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this financial statement relateand on the date of this report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant or material orders which were passed by the Regulators orCourts or Tribunals which impact the going concern status and the Company's operations infuture.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of theNational Securities Depository Limited (NSDL) and also the Central Depository Services(India) Limited (CDSL). As a result the investors have an option to hold the shares of theCompany in a dematerialized form in either of the two Depositories. The Company has beenallotted ISIN No. NE657D01021.

Shareholders therefore are requested to take full benefit of the same and lodge theirholdings with Depository Participants [DPs] with whom they have their Demat Accounts forgetting their holdings in electronic form.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) of theCompanies (Accounts) Rules 2014 is appended as Annexure ‘D' and forms part ofthis report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report. Disclosures relating to remunerationand other details as required under Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthis Report. Having regard to the provisions of the second proviso to Section 136(1) ofthe Act and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection bythe members at the registered office of the Company during working hours on working daysup to the date of the Annual general meeting and if any member is interested in obtainingas copy thereof such member may write to the Company Secretary.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBIListing Regulations is not applicable to the Company for the financial year ending March31 2021.

SHIFTING OF REGISTERED OFFICE:

The Board of Directors of the Company at their meeting held on June 30 2021 hasapproved to shift the registered office of the Company with effect from July 1 2021 from"Mumbai-Pune Road Kasarwadi Pune - 411034 Maharashtra" to "PlotNo. C-4/1 Phase II Chakan MIDC Bhamboli Khed Pune 410 501 Maharashtra".AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors of the Company has afirmed with the compliances of SecretarialStandards issued by Institute of Company Secretaries of India.

APPRECIATION:

Your Directors would like to express their sincere appreciation to the Company'sShareholders Vendors and Stakeholders including Banks Government authorities otherbusiness associates who have extended their valuable sustained support and encouragementduring the year under review. Your Directors also wish to place on record theirappreciation for impressive growth achieved through the competence hard work solidaritycooperation and support of employees at all levels.

For and on behalf of the Board of Directors

SIMMONDS MARSHALL LIMITED

Place: Mumbai N.S. MARSHALL I. M. PANJU
Date: June 30 2021 (DIN: 00085754) (DIN: 00121748)
MANAGING DIRECTOR WHOLE TIME DIRECTOR

.