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Simmonds Marshall Ltd.

BSE: 507998 Sector: Engineering
NSE: N.A. ISIN Code: INE657D01021
BSE 00:00 | 28 Sep 49.95 8.15
(19.50%)
OPEN

44.05

HIGH

50.15

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44.05

NSE 05:30 | 01 Jan Simmonds Marshall Ltd
OPEN 44.05
PREVIOUS CLOSE 41.80
VOLUME 221511
52-Week high 51.90
52-Week low 24.80
P/E
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 44.05
CLOSE 41.80
VOLUME 221511
52-Week high 51.90
52-Week low 24.80
P/E
Mkt Cap.(Rs cr) 56
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 60th(Sixtieth) Annual Report together with the Audited Financial Statements of the Companyfor the Financial Year ended March 31 2020. The consolidated performance of the Companyand its associate has been referred to wherever required.

FINANCIAL HIGHLIGHTS:

Standalone

Consolidated

Particulars Year ended 31.03.2020 Year ended 31.03.2019 Year ended 31.03.2020 Year ended 31.03.2019
Revenue from operation 14169.02 18178.47 15155.82 19469.20
Other Income 30.58 89.28 31.71 85.58
Total Revenue 14199.60 18267.75 15187.53 19554.78
Profit before Finance Cost and Depreciation 38.23 1594.06 23.09 1605.29
Less: Finance Cost 541.13 370.81 541.13 372.08
Less: Depreciation & Amortization expenses 538.83 449.41 547.23 457.64
(Loss)/ Profit Before Tax (1041.73) 773.84 (1065.27) 775.57
Provision for
- Current Tax - 234.18 - 236.79
- Deferred Tax (292.90) (30.67) (315.90) (31.59)
- Tax pertaining to earlier year 22.00 (6.26) 22.00 (6.26)
Net (Loss)/ Profit After Tax (770.83) 576.59 (771.37) 576.63
Other Comprehensive Income (Net of tax) 84.45 41.98 84.45 41.98
Total Comprehensive Income After Tax (855.28) 534.61 (860.12) 544.28
Earning Per Share (6.88) 5.15 (6.92) 5.23

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:

Standalone Performance:

Total revenue reported for the year is Rs. 14199.60 Lakhs as againstRs. 18267.75 Lakhs reported in the previous year. The Company has reported a loss of Rs.770.83 Lakhs as against the Profit of Rs. 576.59 Lakhs reported in the previous year.

Consolidated Performance:

Total revenue reported for the year is Rs. 15187.53 Lakhs as againstRs. 19554.78 Lakhs reported in the previous year. The Company has reported a loss of Rs.775.67 Lakhs as against the Profit of Rs. 586.27 Lakhs reported in the previous year.

PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE: FORMEX PRIVATELIMITED

Formex Private Limited achieved a total turnover of Rs. 1154.86 Lakhsas against Rs. 1231.82 Lakhs in the previous year. The Company has suffered a loss aftertax of Rs. 8.77 Lakhs during the Financial Year as against profit of Rs. 19.68 Lakhs inthe previous year.

COMPANY'S RESPONSE TO COVID -19:

In view of the lockdown measures imposed by the Central and StateGovernments due to COVID - 19 pandemic the operations of all offices and manufacturingfacilities of the Company came to a halt from March 24 2020 which has impacted the salesperformance of the Company thereafter. The lockdown measures imposed by the Government hadimpacted the demand for the products of the Company. But with the gradual phasing out ofthe lockdown the Company is already seeing a significant revival in overall demand andexpects this trend to continue in the coming quarters.

DIVIDEND:

As your Company has reported a net loss during the year under review& to consolidate the financial position of the Company the Board does not propose anydividend for the year ended March 31 2020.

TRANSFER TO RESERVES:

During the financial year the Company has not transferred any amountto General Reserves.

EXPORTS:

During the year under review the Company exported goods worth F.O.B.Rs. 1326.98 Lakhs as against Rs. 1707.06 Lakhs in the previous year.

PUBLIC DEPOSITS:

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

RESEARCH & DEVELOPMENT:

The Research & Development Department of the Company has beenarduously working to provide quality and value for money to the customer in keeping withmarket trends.

CAPITAL STRUCTURE & LIQUIDITY:

(i) Authorised Share Capital:

The Authorised Share Capital of the Company as at March 31 2020 wasRs. 1000 00000/-(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 2020 was Rs.22400000 /- (Rupees Two Crores Twenty Four Lakhs) divided into 11200000 (One CroreTwelve Lakhs) Equity Shares having face value of Rs. 2/- each fully paid up.

During the year under review the Company has not issued shares orconvertible securities or shares with differential voting rights nor has granted any stockoptions or sweat equity or warrants.

As on March 31 2020 none of the Directors of the Company holdinstruments convertible into Equity Shares of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

The details of loans advances and/or guarantee provided by the Companyas per section 186 of the Act which are required to be disclosed in the annual accounts ofthe Company pursuant to Regulation 34 (3) read with Schedule V to the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 (the SEBI Listing Regulations)are provided in the standalone financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

COMPOSITION:

The Board of Directors includes the Executive and Independent Directorsso as to ensure proper governance and management. The Board consists of Six (6) Directorscomprising of Three (3) Executive Director and Three (3) Independent Directors includingOne (1) Woman Director as on March 312020.

APPOINTMENT:

The Board of Directors on recommendation of the Nomination andRemuneration Committee appointed Mr. Ameet Parikh as an Additional Director (Independentcapacity) with effect from September 7 2020. In terms of Section 161 of the Act Mr.Ameet Parikh holds office up to the date of ensuing Annual General Meeting. Accordinglythe Board recommends the resolution for appointment of Mr. Ameet Parikh as IndependentDirector for the approval by the members of the Company for a term of five consecutiveyears.

RE-APPOINTMENTS:

Mr. F. K. Banatwalla and Mr. S. C. Saran were re-appointed asIndependent Directors of the Company for a second term of five consecutive year's w.e.f. 1stApril 2019.

In accordance with the provisions of Section 152(6) of the Act and theArticles of Association of the Company Mr. S. J Marshall Director of the Companyretires by rotation at the forthcoming Annual General Meeting and being eligible hasoffered himself for reappointment.

The Board of Directors on the recommendation of the Nomination andRemuneration Committee re-appointed Mr. S. J. Marshall as Chairman and Executive DirectorMr. N. S. Marshall as Managing Director and Mr. I. M. Panju as Whole Time Director of theCompany w.e.f April 1 2020.

Based on evaluations and recommendations of Nomination and RemunerationCommittee and in terms of the provisions of Sections 149 150 152 read with Schedule IVand any other applicable provisions of the Act and the Listing Regulations the Boardrecommends re-appointment of Ms. Amrita Chowdhury as an Independent Director for a secondterm of five consecutive years with effect from April 1 2021 to March 31 2026 for theapproval of Members.

RESIGNATION:

During the year under review there were no resignations of anyDirector of the Company. However after the end of the year Mr. S. C. Saran IndependentDirector of the Company has resigned on July 2 2020 due to personal reason.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act the Company has the following KeyManagerial Personnel:

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 KeyManagerial Personnel of the Company. DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received declarations from all Independent Directors ofthe Company that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16(1)(b) of the Listing Regulations. Mr. S. C. SaranIndependent Director has resigned from his Directorship after the end of the FinancialYear in order to comply with Regulation 16(1)(b)(viii) of the Listing Regulations. In theopinion of the Board the other two Independent Directors fulfill the conditions ofindependence specified in Section 149(6) of the Act and Regulation 16(1)(b) of the ListingRegulations. The Independent Directors have also confirmed that they have complied withthe Company's Code of Conduct & Business Ethics.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company has one Associate Company i.e. Formex Private Limitedwithin the meaning of Section 2(6) of the Act.

The Associate Company is carrying on the business of Manufacturing ofBolts Nuts etc. and the Company holds 49% of the Equity Share Capital in Formex PrivateLimited as on March 31 2020. There has been no material

change in the nature of the business of the Associate Company.

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

In accordance with third proviso of Section 136(1) of the Act theAudited Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Companywww.simmondsmarshall.com.

The Company does not have any subsidiary or joint venture as on March312020.

EXTRACT OF ANNUAL RETURN:

As required under Section 134(3)(a) & Section 92(3) of the Act theAnnual Return is put up on the Company's website and can be accessed atwww.simmondsmarshall.com & Extracts of the Annual return in form MGT 9 for theFinancial Year 2019-20 is uploaded on the website of the Company and can be accessed atwww. simmondsmarshall.com.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 4 (four) times during the Financial Year 2019-20. Themeeting details are provided in the Corporate Governance Report that forms a part of thisAnnual Report.

AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee areincluded in the Corporate Governance Report which is a part of this report.

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under the provisions contained in Section 134(3)(c) readwith Section 134(5) of the Act("Act") the Board of Directors to the best ofits knowledge and belief and according to the information and explanations obtained by ithereby states that:

i. that in the preparation of the Annual Accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures if any';

ii. that the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company at the end ofthe Financial Year and of the profit and loss of the Company for that period;

iii. the Directors had taken proper and sufficient care for themaintenance of adequate a accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. the Directors had prepared the annual accounts on a going concernbasis;

v. the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;

vi. the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively;

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations theCompany has implemented a system of evaluating performance of the Board of Directors andof its Committees and individual Directors on the basis of evaluation criteria suggestedby the Nomination and Remuneration Committee and the the Listing Regulations. Accordinglythe Board has carried out an evaluation of its performance after taking into considerationvarious performance related aspects of the Board's functioning composition of the Boardand its Committees culture

execution and performance of specific duties remuneration obligationsand governance. The performance evaluation of the Board as a whole Chairperson andNon-Independent Directors was also carried out by the Independent Directors in theirmeeting held on February 14 2020.

Similarly the performance of various committees individualIndependent and Non Independent Directors were evaluated by the entire Board of Directors(excluding the Director being evaluated) on various parameters like engagement analysisdecision making communication and interest of stakeholders.

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

POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND OTHER DETAILS:

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

The policy lays down the criteria for selection and appointment ofBoard Members. The details of the policy are explained in the Corporate Governance Report.The policy has been posted on the website of the Company www.simmondsmarshall.com.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactionswhich is also available on Company's website www.simmondsmarshall.com. This policy dealswith the review and approval of related party transactions. The Board of Directors of theCompany had approved the criteria for making the omnibus approval by the Audit Committeewithin the overall framework of the policy on related party transactions. Prior omnibusapproval is obtained for related party transactions which are of repetitive nature andentered in the ordinary course of business and on an arm's length basis. All related partytransactions are placed before the Audit Committee for review and approval.

In terms of the provisions of Section 188(1) of the Act read with theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 23 of the SEBIListing Regulations all contracts/ arrangements/ transactions entered into by the Companywith its related parties during the year under review were in ordinary course of thebusiness and on an arm's length basis. There were no material related party transactionsentered during the Financial Year by your Company. Accordingly no disclosure is made inrespect of related party transactions as required under Section 134(3)(h) of the Act inForm AOC 2. Members may refer to Note No. 39 of the financial statements which sets outrelated party disclosures pursuant to IND-AS-24.

AUDITORS:

a) Statutory Auditor

M/s. Lodha & Co. Chartered Accountants Mumbai were appointed asthe Statutory Auditors of the Company at the 57th Annual General Meeting (AGM)held on September 8 2017 and will hold office until the conclusion of the 62ndAGM to be held in 2022.

The first proviso to section 139(1) of the Act has been omitted videsection 40 of the Companies (Amendment) Act 2017 notified on May 7 2018. Therefore itis not mandatory for the Company to place the matter relating to appointment of statutoryauditor for ratification by members at every Annual General Meeting. Hence the Company hasnot included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. Lodha & Co. Chartered Accountants on thefinancial statements of the Company for the Financial Year 2019-2020 is a part of theAnnual Report. There has been no qualification reservation or adverse remark ordisclaimer in their Report.

REPORTING OF FRAUDS:

During the year under review the Auditors have not reported any matterunder Section 143 (12) of the Act therefore no detail is required to be disclosed underSection 134 (3)(ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Act read withCompanies (Accounts) Rules 2014 the Board on recommendation of the Audit Committee hasre-appointed M/s. SHR & Co. as internal auditors of the Company to conduct InternalAudit for the Financial Year 2020-21.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the AuditCommittee recommended and the Board of Directors have appointed M/s. GMJ & AssociatesCompany Secretaries as the Secretarial Auditors of the Company to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure 'B'forms part of this report.

Further in terms of the provisions of the Circular No. CIR/CFD/CMD1/27/2019 dated 8th February 2019 issued by Securities and ExchangeBoard of India the Company has obtained the Annual Secretarial Compliance Report for theFinancial Year ended 31st March 2020.

There has been qualification reservation or adverse remark ordisclaimer in Secretarial Audit Report / Annual Secretarial Compliance Report bySecretarial Auditor which are specified below:

1. The Acquirer (Promoters) defaulted under Regulation 10(5) read withregulation 10(1)(a) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations2011 in making prior intimation to BSE Limited with respect to inter se transfer of shareswithin the immediate relatives.

2. Designated persons and their immediate relatives inter setransferred shares when the trading window was closed hence the Company has not compliedwith BSE Circular LIST/COMP/01/2019-20 dated April 2 2019 read with Clause 4 of theSchedule B of SEBI (Prohibition of Insider Trading) Regulations 2015.

3. The Company has not devised a Structured Digital Database formaintaining all information under Regulation 3(5) of the Securities and Exchange Board ofIndia (Prohibition of Insider Trading) Regulations 2015.

4. The Company has not complied with Regulation 16(1)(b) read withRegulation 17(1)(b) of The Securities and Exchange Board of India (Listing Obligations& Disclosures Requirements) Regulations 2015. Mr. N. S. Marshall Managing Directorwas appointed as an Independent Director in another Listed Entity where Mr. S. C. SaranIndependent Director of the Company is a Non- Independent Director.

Reply by the Board:

1 & 2: The transactions were in the nature of gift and weresquared-off and rectified before the end of the quarter and status quo was maintained.

3. The Company has maintained the requisite information in MicrosoftExcel during the financial year. The Company is in process of buying the requisitesoftware.

4. Mr. S. C. Saran Independent Director has resigned from the Companyafter March 312020.

d) Cost Auditor

In terms of the provisions of Section 148 of the Act & based onrecommendation of Audit Committee the Board had appointed M/s. Joshi Apte &Associates Cost Accountants (Firm Registration No. 000240) as the Cost Auditor toconduct an audit of its Cost Accounting Records for the Financial Year 2019-20 pertainingto products of the Company as required by the law.

The Cost Audit Report for the Financial Year 2019-2020 pursuant to theCompanies (Cost Accounting Records) Rules 2011 will be filed within the period stipulatedunder the Act.

Further the Company has re-appointed M/s. Joshi Apte & AssociatesCost Accountants (Firm Registration No. 000240) as the Cost Auditor for the FinancialYear 2020-21 to conduct an audit of its Cost Accounting Records pertaining to saidproducts at a remuneration of Rs. 175000/- (Rupees One Lakh Seventy Five thousand Only)plus applicable taxes and out of pocket expenses (if any) as may be incurred by them

in connection with the audit. The Company is seeking the approval ofthe Shareholders by means of ratification for the remuneration to be paid to CostAccountants vide Resolution No. 8 of the Notice of the ensuing AGM of the Company pursuantto Section 148 of the Act.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted a Corporate Social Responsibility Committeein accordance with the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014 (the Rules). The details requiredunder the Companies (Corporate Social Responsibility Policy) Rules 2014 are given in theCSR Report is appended as Annexure 'C' and forms part of this report.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance withthe applicable laws rules and regulations and highest standards of business ethics. Inrecognition thereof the Board of Directors has implemented a Code of Conduct foradherence by the Directors Senior Management Personnel and Employees of the Company. Thiswill help in dealing with ethical issues and also foster a culture of accountability andintegrity. The Code made in accordance with the requirements of the Listing Regulationshas been posted on the Company's website www.simmondsmarshall.com

All the Board Members and Senior Management Personnel have confirmedcompliance with the Code. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditfunction is defined by the Audit Committee. To maintain its objectivity and independencethe Internal Audit function reports to the Chairman of the Audit Committee of the Board/and to the Managing Director.

The Internal Auditor monitors and evaluates the efficacy and adequacyof internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

Based on the report of internal audit function the Company undertakescorrective action in their respective areas and thereby strengthens the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy with the Objective toformalize the process of Identification of potential risk and adopt appropriate riskmitigation measures through a risk management structure. The Policy is a step by theCompany towards strengthening the existing internal controls and updating the same as maybe required from time to time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Companies Act 2013('Act') the Company is required to establish an effective Vigil Mechanism for directorsand employees to report genuine concerns.

The Company has adopted a Whistle Blower Policy to provide a formalmechanism to the Directors and Employees to report their concerns about unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee. The Whistle Blower Policy has been posted on the website ofthe Company www.simmondsmarshall.com.

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

In line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 ("POSH Act") theCompany has adopted an ''Anti-Sexual Harassment Policy". The policy is applicable forall employees of the organization which includes corporate office and manufacturinglocations etc.

The Company has complied with provisions relating to the constitutionof Internal Complaints Committee under the POSH Act to redress complaints received onsexual harassment as well as other forms of verbal physical written or visualharassment.

During the Financial Year under review the Company did not receive anycomplaints of sexual 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 theIEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theRules") all unpaid or unclaimed dividends are required to the transferred by theCompany to the IEPF established by the Government of India after the completion of sevenyears. Further according to the Rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the Demat account of IEPF Authority. Accordingly the Company has transferred theunclaimed and unpaid dividends of Rs. 134281/- in respect of Financial Year 2011-12.

> Further Pursuant to provision 124(6) of the Act and IEPF Rulesduring the year 2019-20 20010 Equity shares were transferred in respect of whichdividend has not been claimed for the Financial Year 2011-12. The details are available onour website www.simmondsmarshall.com.

> Nodal Officer

The Company has appointed Mr. Nirmal Gupta Company Secretary as theNodal Officer for the purpose of verification of claims filed with the Company in terms ofIEPF Rules and for co-ordination with the IEPF Authority. The said details are alsoavailable on the website 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 disclosuresthat have to be made in terms of the requirements of Corporate Governance specified inSEBI Listing Regulations.

In terms of the provisions of Schedule V(C) of the SEBI ListingRegulations a detailed Report on Corporate Governance forms part of this Annual Report.Further though for better readability and easy reference of the Shareholders aCertificate from the Secretarial Auditors of the Company confirming compliance with therequirements of Corporate Governance as specified in SEBI Listing Regulations is providedtogether with the Report on Corporate Governance the same shall be considered to be anannexure to this Report.

Management Discussion & Analysis Report which form an integralpart of this Report are set out as separate Annexure.

HEALTH SAFETY AND ENVIRONMENT:

The Company is aware of the importance of environmentally clean andsafe operations. The Company's policy requires conduct of operations in such a manner soas to ensure safety of all concerned compliances environmental regulations andpreservation of natural resources at the Plant.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the Financial Year to which this financialstatement relate and on the date of this report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE:

There are no significant or material orders which were passed by theRegulators or Courts or Tribunals which impact the going concern status and the Company'soperations in future.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depositorymechanism of the National Securities Depository Limited (NSDL) and also the CentralDepository Services (India) Limited (CDSL). As a result the

investors have an option to hold the shares of the Company in adematerialized form in either of the two Depositories. The Company has been allotted ISINNo. NE657D01021.

Shareholders therefore are requested to take full benefit of the sameand lodge their holdings with Depository Participants [DPs] with whom they have theirDemat Accounts for getting their holdings in electronic form.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNING AND OUTGO:

The information on conservation of energy technology absorption andforeign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with theRule 8(3) of the Companies (Accounts) Rules 2014 is appended as Annexure 'D' and formspart of this report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names of the top ten employees in terms ofremuneration drawn and names and other particulars of the employees drawing remunerationin excess of the limits set out in the said rules forms part of this Report. Disclosuresrelating to remuneration and other details as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this Report. Having regard to the provisions of thesecond proviso to Section 136(1) of the Act and as advised the Annual Report excludingthe aforesaid information is being sent to the members of the Company. The saidinformation is available for inspection by the members at the registered office of theCompany during working hours on working days up to the date of the Annual general meetingand if any member is interested in obtaining as copy thereof such member may write to theCompany Secretary.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors of the Company has affirmed with the compliancesof Secretarial Standards issued by Institute of Company Secretaries of India.

APPRECIATION:

Your Directors would like to express their sincere appreciation to theCompany's Shareholders Vendors and Stakeholders including Banks Government authoritiesother business associates who have extended their valuable sustained support andencouragement during the year under review. Your Directors also wish to place on recordtheir appreciation for impressive growth achieved through the competence hard worksolidarity cooperation and support of employees at all levels.

For and on behalf of the Board of Directors

SIMMONDS MARSHALL LIMITED

.