Simmonds Marshall Limited
Your Directors have pleasure in presenting the 59th Annual Report togetherwith the Audited Financial Statements of the Company for the financial year ended March31 2019. The consolidated performance of the company and its associate has been referredto wherever required.
(Rs. in Lakhs)
|Particulars || |
| ||Year ended ||Year ended ||Year ended ||Year ended |
| ||31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
|Revenue from operation (Net of tax) ||18178.47 ||17500.76 ||19469.20 ||18764.77 |
|Other Income ||87.92 ||79.50 ||84.22 ||60.58 |
|Total Income ||18266.39 ||17580.26 ||19553.42 ||18825.35 |
|Profit before Finance Cost and ||1586.15 ||2165.95 ||1597.39 ||2185.08 |
|Depreciation || || || || |
|Less: Finance Cost ||362.90 ||329.26 ||364.17 ||329.26 |
|Less: Depreciation & Amortization expenses ||449.41 ||395.50 ||457.64 ||403.62 |
|Profit Before Tax ||773.84 ||1441.19 ||775.57 ||1452.20 |
|Tax Expenses || || || || |
|-- Current Tax ||234.18 ||460.33 ||236.79 ||472.67 |
|-- Deferred Tax ||(30.67) ||(24.53) ||(31.59) ||(26.11) |
|-- Tax for earlier year ||(6.26) || ||(6.26) || |
|Net Profit After Tax ||576.59 ||1005.39 ||586.26 ||1000.98 |
|Other Comprehensive Income ||41.98 ||39.75 ||41.98 ||39.75 |
|(Net of tax) || || || || |
|Total Comprehensive Income After Tax ||534.61 ||965.64 ||544.28 ||961.23 |
|Earing Per Share ||5.15 ||8.98 ||5.15 ||8.94 |
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE:
The Company has recorded total Revenue of Rs. 18266.39 Lakhs during the year as againstRs. 17580.26 Lakhs in the previous year. The Company has recorded net profit of Rs. 576.59Lakhs during the financial year as against Rs. 1005.39 Lakhs in the previous year.
On consolidated basis during the Financial year the Company recorded Total Revenue ofRs. 19553.42 Lakhs as against Rs. 18825.35 Lakhs in the previous year. The Company hasrecorded net profit of Rs. 586.26 Lakhs during the financial year as against Rs. 1000.98Lakhs in the previous year.
PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE:
Formex Private Limited: Formex Private Limited achieved a total turnover of Rs.1230.92Lakhs as against Rs. 941.11 Lakhs in the previous year. The Company has recorded netprofit of Rs.19.68 during the financial year as against the loss of Rs. 9 Lakhs in theprevious year.
Your Directors have pleasure in recommending for approval of the Members at its 59thAnnual General Meeting a Dividend of Rs. 0.50/- per share i.e. @ 25% for the year endedMarch 31 2019. If approved at the forthcoming Annual General Meeting it will result inan outflow of Rs. 56.00 Lakhs to the Members of the Company coupled with Rs. 11.51 Lakhsas Dividend Distribution Tax.
TRANSFER TO RESERVES:
During the financial year the Company has not transferred any amount to GeneralReserves.
During the year under review the Company exported goods worth F.O.B. Rs. 1707.06 Lakhsagainst Rs.1780.10 Lakhs in the previous year.
RESEARCH & DEVELOPMENT:
The R&D Department of the Company has been arduously working to provide quality andvalue for money to the customer in keeping with market trends.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
SHARE CAPITAL OF THE COMPANY:
The Paid up Equity Share Capital as at March 31 2019 was Rs. 22400000 /- dividedinto 11200000 Equity Shares having face value of Rs. 2/- each fully paid up. Duringthe year under review the Company has not issued shares or convertible securities orshares with differential voting rights nor has granted any stock options or sweat equityor warrants. As on March 31 2019 none of the Directors of the Company hold instrumentsconvertible into 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 Companies Act 2013 which are required to be disclosed in the annual accountsof the 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:
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 Director and Three (3) Independent Directors including One (1) WomanDirector as on March 312019.
In accordance with the provisions of Section 152(6) of the Companies Act 2013 and theArticles of Association of the Company Mr. I. M. Panju Director of the Company retiresby rotation and being eligible has offered himself for reappointment.
KEY MANAGERIAL PERSONNEL:
The Company is having the following persons as the Key Managerial Personnel.
|Name of Personnel ||Designation |
|1. Mr. S. J. Marshall ||Chairman and Whole-time 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):
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board the Independent Directorsfulfill the conditions of independence specified in Section 149(6) of the Act andRegulation 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 Companies Act 2013.
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 2019. 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 Company's 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 Companies Act 2013 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 March 312019.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed as Annexure 'B' which forms an integral part ofthis Report and is also available on the Company's website viz. www.simmondsmarshall.com .
NUMBER OF MEETINGS:
a) Board of Directors
The Board of Directors met Four (4) times in the financial year. The details of theBoard Meetings and the attendance of the Directors are provided in the CorporateGovernance Report which forms part of the Annual Report.
b) Audit Committee
During the year Four (4) Audit Committee Meetings were convened and held. The detailspertaining to composition of Audit Committee and the attendance of the Audit Committeemembers are provided in the Corporate Governance Report which forms part of the AnnualReport.
c) Nomination & Remuneration Committee
During the year Three (3) Nomination and Remuneration Committee Meetings were convenedand held. The details pertaining to composition of Nomination and Remuneration Committeeand the attendance of the Nomination and Remuneration Committee members are provided inthe Corporate Governance Report which forms part of the Annual Report.
d) Stakeholders Relationship Committee
During the year Four (4) Stakeholders Relationship Committee Meetings were convenedand held. The details pertaining to composition of Stakeholders Relationship Committee andthe attendance of the Stakeholders Relationship Committee members are provided in theCorporate Governance Report which forms part of the Annual Report.
e) Corporate Social Responsibility Committee
During the year One (1) Corporate Social Responsibility Committee Meetings wasconvened and held. The details pertaining to composition of Corporate SocialResponsibility Committee and the attendance of the Corporate Social ResponsibilityCommittee members are provided in the Corporate Governance Report which forms part of theAnnual Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 of the Companies Act 2013 the Directorsconfirm that:
i. that in the preparation of the Annual Accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures if 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. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities
iv. 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 theCompany and that such internal financial controls are adequate and were operatingeffectively
vi. the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
ANNUAL PERFORMANCE EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the company has implemented a system of evaluating performance of the Board of Directorsand of its Committees and individual directors on the basis of evaluation criteriasuggested by the Nomination and Remuneration Committee and the SEBI (LODR) Regulations2015. Accordingly the Board has carried out an evaluation of its performance after takinginto consideration various performance related aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties remuneration obligations and governance. The performance evaluation ofthe Board as a whole Chairperson and Non-Independent Directors was also carried out bythe Independent Directors in their meeting held on February 14 2019.
Similarly the performance of various committees individual Independent and NonIndependent Directors was evaluated by the entire Board of Directors (excluding theDirector being evaluated) on various parameters like engagement analysis decisionmaking communication and 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 thereview and approval of related party transactions. The Board of Directors of the Companyhad approved the criteria for making the omnibus approval by the Audit Committee withinthe overall framework of the policy on related party transactions. Prior omnibus approvalis obtained for related party transactions which are of repetitive nature and entered inthe ordinary course of business and on an arm's length basis. All related partytransactions are placed before the Audit Committee for review and approval.
All related party transactions entered during the Financial Year were in ordinarycourse of the business and on an arm's length basis. No material related partytransactions were entered during the Financial Year by your Company. Accordingly nodisclosure is made in respect of related party transactions as required under Section134(3)(h)of the Act in Form AOC 2. Members may refer to Note No. 39 of the financialstatements which sets out related party disclosures pursuant to IND-AS-24.
a) Statutory Auditor
M/s. Lodha & Co. Chartered Accountants Mumbai were appointed as the StatutoryAuditors of the Company at the 57th Annual General Meeting (AGM) held onSeptember 8 2017 and will hold office until the conclusion of the 62nd AGM tobe held in 2022.
The first proviso to section 139(1) of the Companies Act 2013 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 the financialstatements of the Company for the financial year 2018-2019 is a part of the Annual Report.There has been no qualification reservation or adverse remark or disclaimer in theirReport.
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 Companies Act 2013 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.
c) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed M/s. GMJ &
Associates Company Secretaries to undertake the Secretarial Audit of the Company. TheSecretarial Audit Report is appended as Annexure 'C' forms part of this report.
There has been no qualification reservation or adverse remark or disclaimer in theirReport.
During the year under review the Secretarial 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.
d) Cost Auditor
Based on the recommendations of the Audit Committee the Board has appointed M/s. JoshiApte & Associates Cost Accountants (Firm Registration No. 000240) as the CostAuditors of the Company for the year ending March 31 2020 subject to the ratification ofthe remuneration payable to them by the members in the ensuing Annual General Meetingpursuant to Section 148 of the Companies Act 2013.
The Cost Audit Report for the Financial Year 2018-2019 pursuant to the Companies (CostAccounting Records) Rules 2011 will be filed within the period stipulated under theCompanies Act 2013.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has constituted a Corporate Social Responsibility Committee in accordancewith the provisions of Section 135 of the Companies Act 2013 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 'D' 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. This will help indealing with ethical issues and also foster a culture of accountability and integrity. TheCode made in accordance with the requirements of SEBI (LODR) Regulations 2015 has beenposted on the Company's website www.simmondsmarshall.com
All the Board Members and Senior Management Personnel have confirmed compliance withthe 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 reports to the Chairman of the Audit Committee of the Board /and to theManaging 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:
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:
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 affirmed that no personnel of the Company has been denied access to the AuditCommittee. 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:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Work Place (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment.
The following table shows the nature of complaints received from the employees duringthe years 2018-2019.
|Category ||No. of Complaints filed during the Financial Year ||No. of complaints pending as on end of the Financial Year |
|Child labour/forced labour/involuntary labour ||-- ||-- |
|Sexual harassment ||-- ||-- |
|Discriminatory employment ||-- ||-- |
INVESTOR EDUCATION & PROTECTION FUND (IEPF):
Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the Rules")all unpaid or unclaimed dividends are required to the transferred by the Company to theIEPF established 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. 1230814/- in respect of financial year 2010-11. Further 6500Equity shares were transferred as per the requirements of IEPF rules. The details areavailable on our website www.simmondsmarshall.com
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company adheres to the requirements set out by the Securities and Exchange Board ofIndia's Corporate Governance practices and have implemented all the stipulationsprescribed. The Company has implemented several best corporate governance practices.
The Corporate Governance and Management Discussion & Analysis Report which form anintegral part of this Report are set out as separate Annexures together with theCertificate from the Auditors of the Company regarding compliance with the requirements ofCorporate Governance as stipulated in SEBI (LODR) Regulation 2015.
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.
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 Companies Act 2013 read with theRule 8(3) of the Companies (Accounts) Rules 2014 is appended as Annexure 'E' and formspart of this report.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 appended as Annexure 'Fand G' and forms part of this report.
AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:
The Board of Directors of the Company has affirmed with the compliances of SecretarialStandards issued by Institute of Company Secretaries of India.
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.
Registered Office: For and on behalf of the Board of Directors
Mumbai-Pune Road SIMMONDS MARSHALL LIMITED
S. J. MARSHALL (DIN:00085682)
May 28 2019. CHAIRMAN