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Simran Farms Ltd.

BSE: 519566 Sector: Others
NSE: N.A. ISIN Code: INE354D01017
BSE 00:00 | 27 Jan 125.25 -1.60
(-1.26%)
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NSE 05:30 | 01 Jan Simran Farms Ltd
OPEN 125.55
PREVIOUS CLOSE 126.85
VOLUME 4319
52-Week high 264.80
52-Week low 117.55
P/E
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 125.55
CLOSE 126.85
VOLUME 4319
52-Week high 264.80
52-Week low 117.55
P/E
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Simran Farms Ltd. (SIMRANFARMS) - Director Report

Company director report

Dear Shareholders

"On behalf of the Board of Directors (the Board") of the Company it gives usan immense pleasure to present the 34th Board's Report along with theStandalone and Consolidated Audited Financial Statements of Company for the financial yearended March 31 2021.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIALSTATEMENTS

The standalone and consolidated financial statements of the Company for the financialyear ended March 31 2021 have been prepared in accordance with the Indian AccountingStandards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended fromtime to time.

The performance highlights and summarized financial results of the Company are givenbelow:

(Amount in Lakhs except EPS)

Particulars Standalone Consolidated
Year Ended Year Ended
March 31 2021 March 31 2020 March 31 2021 March 31 2020
Total Income 32243.62 28138.71 32243.62 28138.71
Total Expenditure 30090.17 31065.60 30077.12 31060.99
Profit/Loss before exceptional & extraordinary items and tax 2153.45 (2926.89) 2166.50 (2922.28)
Exceptional Items (MAT 0.00 0.00 2.16 0.00
Adjustment)
Profit/Loss before tax 2153.45 (2926.89) 2168.66 (2922.28)
Tax Expenses:
a) Current Tax 339.65 0.00 344.48 1.74
b) Deferred tax assets/(Liabilities) 565.04 (772.58) 564.17 (773.26)
Profit/Loss after tax 1248.76 (2154.31) 1260.01 (2150.76)
Paid up Equity Share Capital 379.17 379.17 379.17 379.17
Earnings per share (Rs.10/- each) 32.93 (56.82) 33.18 (56.74)
Basic & Diluted (in Rs.)

1.2 OPERATIONAL AND STATE OF AFFAIRS OF THE COMPANY

The Company is engaged in the business of integrated poultry and poultry farming. Thecompany is mainly focused on integration and consolidation of poultry activities and hasarranged large manufacturing set-up for production of poultry feed for self consumption.Company is an integrated company with expertise across the poultry value chain and itsmanagement has vast experience in the poultry industry. ' The Company s performance duringFinancial Year 2020-21 on a standalone and consolidated basis were as follows

A. On Standalone basis

During the year ended March 31 2021 the Company has achieved total income of Rs.32243.62 lakhs as against Rs. 28138.71 lakhs in the previous year. Total Income of theCompany increased by 14.58% as compared to previous year due to rising demand of poultrymeat and eggs which are considered to be protein rich food for improving immunity againstthe COVID-19 virus.

The total expenditure during the year was Rs. 30090.17 lakhs as compared to Rs.31065.60 lakhs in previous year. The Company registered a profit (Before ComprehensiveIncome) of Rs. 1248.76 lakhs as against loss of Rs. 2154.31 lakhs in previous year.

B. On Consolidated basis

During the year under review total income on consolidated basis was Rs. 32243.62 lakhsin comparison to Rs. 28138.71 lakhs in previous year. Further the Company's registered aprofit (Before Comprehensive Income) of Rs. 1260.01 lakhs as against loss of Rs. 2150.76lakhs in previous year.

2. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12(1) of the Companies (Management and Administration) Rules 2014 as amended fromtime to time the Annual Return of the Company for Financial Year 2020-21 is available onthe Company's website at web-link:-http://www.simranfarms.com/pdf/notices/mgt7_annual_return_2021.pdf.

3. DIVIDEND

To conserve resources and plough back profits your Directors have not recommended anydividend for the year under review.

4. AMOUNT TRANSFERRED TO RESERVES

During the year under review no amount was transferred to General Reserve.

5. DEPOSITS

During the year under review the Company has not accepted any deposits from the publicwithin the meaning of section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 as amended from time to time.

THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER VOF THE ACT

Not applicable since company has not accepted any deposits therefore the question doesnot arise regarding non compliance with the requirements of Chapter V of the Act.

UNSECURED LOAN FROM DIRECTORS

The Company has not received any unsecured loan from the directors of the Companyduring the financial year ended 31st March 2021. However the Company has anoutstanding amount of Rs. 15.00 Lakhs at the end of the financial year ended 31stMarch 2021 which was received from the directors in earlier years.

6. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANY

The Company has only one subsidiary company in the name of "PUREGENE BIOTECHLIMITED" as on March 31 2021. Financial of the subsidiary is disclosed in theConsolidated Financial Statements which forms part of this Annual Report. A separatestatement containing salient features of the Financial Statement of the Subsidiary inaccordance with Section 129(3) of the Companies Act 2013 and the rules made there underin the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-A and hence is notrepeated here for sake of brevity. The Company does not have any joint venture orassociate Company. There has been no material change in the nature of the business of thesubsidiary company.

In accordance with forth proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing inter alia the Audited Standalone andConsolidated Financial Statements has been placed on the website of the Company atwww.simranfarms.com. Further as per fifth proviso of the said Section Audited FinancialStatements together with related information of the subsidiary company have also beenplaced on the website of the Company at www.simranfarms.com. In terms of Section 136 ofthe Companies Act 2013 (‘the Act') financial statement of the subsidiary company isnot required to be sent to the members of the Company. The Company shall provide a copy ofthe annual accounts of its subsidiary company to the members of the Company on theirrequest. The annual accounts of its subsidiary company will also be kept open forinspection at the registered office of the Company during business hours.

MATERIAL SUBSIDIARY:

During the year under review Company does not have any material subsidiary company.

7. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the Consolidated Financial Statementspursuant to the requirement of Section 129 of the Companies Act 2013 and Regulation 33& Regulation 34 of the SEBI (Listing Obligations' & Disclosure Requirements)Regulations 2015 (hereinafter referred as ‘Listing Regulations ) read with otherapplicable provisions and prepared in accordance with applicable IND AS for financialyear ended March 31 2021. The Consolidated Financial Statements form part of this AnnualReport. A Report on the performance and nancial position of the subsidiary company isincluded in the Consolidated Financial Statement and is also provided in Form AOC-1 andforms part of this Annual Report.

8. NUMBER OF BOARD MEETINGS COMMITTEE MEETINGS AND AGM:

The details of the number of meetings of the Board and its Committees held during theFinancial Year 2020-21 forms part of the Corporate Governance Report. Further AnnualGeneral Meeting of the Company for Financial year 2019-20 was held on 24thSeptember 2020.

9. PARTICULARS OF LOANS INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THECOMPANIES ACT 2013

Pursuant to Section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Investmentare stated in Note No. 3 of financial statements. These investments were made for thepurpose of optimum return.

Further the Company has not given any loan and advances under Section 186 of theCompanies Act 2013. Therefore no information is reportable under Schedule-V of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015.

10. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

Your Company has formulated the Policy on Related Party Transactions in line with therequirements of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) (Amendment) Regulations 2018. The policy regulates all transactions betweenthe Company and its related parties which' is also available on the Company s website:http://www.simranfarms.com/pdf/policy/related_party_transaction_policy.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processesare in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the financial year 2020-21 were inOrdinary Course of the Business and at Arm's Length basis. No Material Related PartyTransactions i.e. transactions exceeding ten percent of the annual consolidated turnoveras per the last audited financial statements were entered during the year by yourCompany. Further the disclosure of Related Party Transactions as required under Section134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable to the Company.

Further as a practice of good corporate governance all Related Party Transactions areplaced before the Audit Committee for review and approval. Prior omnibus approval isobtained from the Audit Committee on quarterly basis for Related Party Transactions whichare of repetitive nature and/or entered in the Ordinary Course of Business and are atArm's Length. All Related Party Transactions are subjected to independent review by anAudit Committee to establish compliance with the requirements of Related PartyTransactions under the Companies Act 2013 and Listing Regulations.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL '

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany s Articles of Association Mr. Kawaljeet Singh Bhatia (DIN: 00401827) retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forre-appointment. However his term is fixed and shall not break due to this retirement. TheBoard recommends his re-appointment for the consideration of the Members of the Company atthe ensuing Annual General Meeting.

Further the office of Mr. Gurdeep Singh Bhatia (DIN: 00401929) Non-ExecutiveNon-Independent Director of the Company was vacated with effect from 16thOctober 2020 due to his sudden demise. Mr. Gurdeep Singh Bhatia played crucial leadershiproles through his long career at Simran Group. He was appointed on the Board of theCompany since 1988 and the Company immensely benefitted from his vision and leadershipduring his tenure. Your Board conveys deep sympathy sorrow and condolences for suchirreparable loss to the Company.

During the year under review the Board of Directors of the Company in their meetingheld on 13th February 2021 considered an appointment of Mr. Gurmeet SinghBhatia (DIN: 00401697) as an Additional Director and then appointed as Whole-Time Director(WTD) of the Company for a period of three years with effect from 13thFebruary 2021 to 12th February 2024 subject to the approval of the Membersin ensuing Annual General Meeting. The Company has received notice in writing from memberproposing his candidature for continuance as a director as well as Whole Time Director.

Further Mr. Surjit Singh Kohli (DIN: 00701320) resigned from the post of Directorshipof the Company with effect from 31st March 2021 due to health issue. YourBoard places on record its deep appreciation for the valuable contribution made by himduring his tenure as a Independent Director of the Company.

Further the Board at its Meeting held on 30th June 2021 approvedappointment of Mr. Darshan Singh Anand (DIN: 09219026) as an Additional Director(Independent and Non-Executive) on the Board of Directors of the Company with effect from30th June 2021 to hold office up to the date of the Annual General Meeting ofthe Company to be held thereafter and subject to the approval of the Members at the saidAnnual General Meeting to hold office as an Independent Director for a term of 5 (five)consecutive years commencing from 30th June 2021 to 29th June 2026(both days inclusive). The Company has received the requisite Notice from a Member inwriting proposing his appointment as an Independent Director of the Company.

Further the following have been designated as the Key Managerial Personnel of theCompany pursuant to Sections 2(51) and 203 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time:

1. Mr. Harender Singh Bhatia (DIN: 00509426) Managing Director

2. Mr. Kawaljeet Singh Bhatia (DIN: 00401827) Whole Time Director

3. Mr. Gurmeet Singh Bhatia (DIN: 00401697) Whole Time Director (w.e.f. 13thFebruary 2021)

4. Mr. Mahesh Patidar Chief Financial officer

5. CS Tanu Parmar Company Secretary and Compliance officer

Disqualifications of Directors:

During the year under review declarations were received from the Directors of theCompany pursuant to Section 164 of the Companies Act 2013. Board appraised the same andfound that none of the director is disqualified for holding office as director.

12. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration of independence from all the IndependentDirectors as required under Section 149(7) of the Companies Act 2013 confirming thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013 and Regulation 16(1)(b) of SEBI (Listing Obligations‘ and DisclosureRequirements) Regulations 2015 ( the Listing Regulations') as amended from time to time.

The Board is of the opinion that the Independent Directors of the Company hold higheststandards of integrity and possess requisite expertise and experience required to fulfilltheir duties as Independent Directors.

In terms of Section 150 of the Companies Act 2013 read with Rule 6 of the Companies(Appointment and Qualification of Directors) Rules 2014 Independent Directors of theCompany have confirmed that they have registered themselves with the databank maintainedby The Indian Institute of Corporate Affairs Manesar ("IICA"). The IndependentDirectors are also required to undertake online proficiency self-assessment test conductedby the IICA within a period of 2 (two) years from the date of inclusion of their names inthe data bank unless they meet the criteria specified for exemption.

Mr. Darshan Singh Anand (DIN: 09219026) Non-executive Independent Director of theCompany is required to clear the online proficiency self-assessment test on beingappointed as an Independent Director of the Company. Other Independent Directors of theCompany are exempt from the requirement to undertake online proficiency self-assessmenttest.

13. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting wasconducted on 13th February 2021 in an informal manner without the presence ofthe Managing Director the Whole Time Director the Non-Executive Non-IndependentDirectors and the Chief Financial Officer.

14. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the goodcorporate governance practices and the same are in compliance with the requirements of therelevant provisions of applicable laws and statutes. Your Company has an adequatelyqualified and experienced Audit Committee consisting of Mrs. Jasmeet Kaur Bhatia (DIN:06949992) as Chairperson Mr. Surendra Singh (DIN: 00645965) and Mr. Darshan Singh Anand(DIN: 09219026). However Mr. Surjit Singh Kohli (DIN: 00701320) was ceased from themembership of the committee by the Board w.e.f. 31st March 2021 and theCommittee was reconstituted on 30th June 2021 and Mr. Darshan Singh Anand(DIN: 09219026) was included as Member of the Committee.

The recommendations of the Audit Committee were duly approved and accepted by the Boardduring the year under review.

The other Committees of the Board are: (i) Nomination and Remuneration Committee (ii)Stakeholders Relationship Committee (iii) Corporate Social Responsibility Committee

The details with respect to the composition powers roles terms of referencemeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Annual Report.

15. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE

BY THE BOARD OF ITS OWN PERFORMANCE ITS DIRECTORS AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Act and the SEBI Listing Regulations The performanceevaluation of all the Directors Committees Chairman of the Board and the Board as awhole was conducted based on the criteria and framework adopted by the Board whichincludes assessing the quality quantity and timelines of flow of information between theCompany Management and the Board as it is necessary for the Board to effectively andreasonably perform their duties.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In addition the Chairman was also evaluated onthe key aspects of his role. The Directors were satisfied with the evaluation resultswhich reflected the overall engagement of the Individual Directors the Board as a wholeand its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by theNomination and Remuneration Committee. An indicative list of factors that may be evaluatedinclude participation and contribution by a director commitment effective deployment ofknowledge and expertise effective management of relationship with stakeholders integrityand maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity expertise and experience of the independentdirector appointed during the year

During the year under review the Board has not appointed any Independent Director inthe Company. However in the opinion of the Board all our Independent Directors possessrequisite qualifications experience expertise and hold high standards of integrity forthe purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014. List of keyskills expertise and core competencies of the Board including the Independent Directorsis provided in Corporate Governance Report.

16. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that a) in the preparation of the annualaccounts the applicable accounting standards had been followed along with properexplanation relating to material departures if any; b) the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for thatyear; c) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;d) the Directors have prepared the annual accounts on a going concern basis; e) theDirectors have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; f) the Directorshave devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively

17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND

OUTGO

The particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under sub-section (3)(m) of Section 134 of theCompanies Act 2013 read with Rule (8)(3) of the Companies (Accounts) Rules 2014 aregiven as under :

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy: The operations of the Companydo not involve substantial consumption of energy in comparison to operational cost.Nevertheless the Company continues its efforts to conserve energy wherever practicableby economizing on the use of power at the farms hatcheries and offices. (ii) The stepstaken by the company for utilizing alternate sources of energy: The Company has usedalternate source of energy whenever and to the extent possible. (iii) The capitalinvestment on energy conservation equipments: Nil

(B) Technology Absorption

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable. (iii) In case of imported technology (importedduring the last three years reckoned from the beginning of the Financial Year): TheCompany has neither purchased within India nor imported any technology. (iv) Theexpenditure incurred on Research and Development: The Company has not incurred anyexpenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

During the year there was neither inflow nor outflow of foreign exchange

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO

THE FINANCIAL STATEMENTS

The Company has an effective internal control and risk mitigation system which areconstantly assessed and strengthened with new or revised standard operating procedures.The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry. The scope of internal audit includes review of processesfor safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths in allareas.

Such controls have been assessed during the year under review taking into considerationthe essential components of internal controls stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by The Institute of CharteredAccountants of India.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust management information system which is an integral part ofthe control mechanism. achieving However your financialCompany operational recognizesand that compliance Internal reporting Financial Controls objectives cannot becauseprovide of its absolute inherent assurance limitations.of Accordingly regular audits andreview processes ensure that such systems are reinforced on an ongoing basis.

19. NOMINATION AND REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF

DIRECTORS / KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors formulated theNomination and Remuneration Policy of your Company on the recommendations of theNomination and Remuneration Committee. Pursuant to Section 134(3) of the Companies Act2013 the Nomination and Remuneration Policy of the Company which lays down the criteriafor determining qualifications competencies positive attributes and independence forappointment of Directors and policies of the Company relating to remuneration ofDirectors KMP and other employees is available on the Company's website-http://www.simranfarms.com/pdf/policy/nomination_renumeration.pdf. The Board of Directorsaffirms that the remuneration paid to Directors senior management and other employees isin accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act 2013 read with theRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014as amended up to date is annexed as ANNEXURE-B and forms an integral part of the BoardReport.

During the year under review none of the employee of the Company is drawing more thanRs. 10200000/- per annum or Rs. 850000/- per month for the part of the year.Therefore Particulars of the employees as required under Section 197 of Companies Act2013 read with Rule 5(2) & Rule 5(3) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not applicable during the year under review.

Further the statement containing details of Top Ten Employees in terms of remunerationof employees as required under Section 197(12) of the Act read with Rule 5(2) & 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isavailable at Registered Office of the Company. In terms of Section 136(1) of the Act theAnnual Report is being sent to the Members excluding the aforesaid details. Any Memberdesirous of obtaining above said details may write to the Company Secretary or email atcompliance@simranfarms.com

Pursuant to Section 197(14) of the Companies Act 2013 neither the Managing Directornor Whole-time Director of the Company received any remuneration or commission from thesubsidiary company.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of the provisions of Section 135 of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 a Corporate SocialResponsibility Committee was constituted by the Board of Directors of the Company. TheCorporate Social Responsibility Committee had formulated and recommended to the Board aCorporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by itand is being implemented by the Company.

The CSR policy recommends to the Board the expenditure to be incurred on CSRactivities to monitor the CSR policy of the Company from time to time and to institute atransparent monitoring mechanism for implementation of the CSR projects or programs oractivities undertaken by the Company. ' The Company s CSR Policy lays out the visionobjective and implementation mechanism. The Company ' 's CSR Policy is available on theCompany s web-link:http://www.simranfarms.com/pdf/policy/corporate_social_responsibility.pdf

The Company has focused on social cause and implementation of its Corporate SocialResponsibility and promoting education as per Schedule VII of the Companies Act 2013.

During the Financial Year 2020-21 the Company was not required to spend any amounttowards CSR initiatives; since due to heavy losses in preceding financial year i.e. F.Y.2019-20 the Company had negative average net profit calculation for the preceding threefinancial years and the liability to spend any amount towards CSR initiatives did notarise. Detailed Annual Report on CSR is enclosed in ANNEXURE-C.

21. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 Company shall not be mandatorily required to submit Corporate GovernanceReport as the equity share capital and net worth of the Company was less than requiredlimits on the last date of the previous financial year. Provided that where the provisionof the Regulation becomes applicable to the Company at a later date the Company shallcomply with the requirement within six month from the date on which the provisions becomeapplicable to the Company.

However as good governance Company is voluntarily complying with the major provisionsof the Corporate Governance and accordingly as per Regulation 34(3) read with Schedule Vof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 aseparate section on Corporate Governance practices followed by the Company forms anintegral part of this Report.

A detailed analysis of the Company s performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

22. DISCLOSURE OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the requirement of Section 177(9) & (10) of the Companies Act 2013 andSchedule V of SEBI (LODR)" Regulations 2015 the Company has established a WhistleBlower Policy" for directors and employees to enable the Directors Employees and allStakeholders of the Company to report genuine concerns to provide for adequate safeguardsagainst victimization of persons who use such mechanism and make provision for directaccess to the Chairperson of the Audit Committee. The details of the "Whistle BlowerPolicy" have been uploaded on the Company's website and can be accessed at the weblink: http://www.simranfarms.com/pdf/policy/vigil_mechanism.pdf

23. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act 2013 and Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended from time to time theCompany has appointed M/s. Ramesh Chandra Bagdi & Associates Practicing CompanySecretaries Indore (Certificate of Practice Number: 2871) to undertake the SecretarialAudit of the Company for the Financial Year 2020-21. The report of the Secretarial Auditoris enclosed as ANNEXURE-D and forms an integral part of this Report.

Further the Secretarial Audit Report does not contain any qualifications reservationsor adverse remarks or disclaimer.

24. STATUTORY AUDITORS

M/s J.C. Baheti & Associates Chartered Accountants (Firm Registration No. 03390C)were appointed as the Statutory Auditors of the Company in 30th Annual GeneralMeeting held on 28th September 2017 for a term of five consecutive years fromthe conclusion of 30th Annual General Meeting up to conclusion of 35thAnnual General Meeting to be held in the year 2022-23.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7thMay 2018 amending Section 139 of the Companies Act 2013 the mandatory requirement forratification of appointment of Auditors by the Members at every AGM has been omitted andhence your Company has not proposed ratification of appointment of M/s. J.C. Baheti &Associates Chartered Accountants at the forthcoming AGM.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accountswhich are self-explanatory and does not contain any qualification reservation or adverseremark or disclaimer and do not call for any further explanation/clarification by theBoard of Directors.

During the year under review the Statutory Auditors have not reported any instances offrauds committed in the Company by its Officers or Employees to the Audit Committee underSection 143(12) of the Companies Act 2013.

25. INTERNAL AUDITOR

The Company has appointed CS Tanu Parmar as Internal Auditor of the Company and takesher suggestions and recommendations to improve and strengthen the internal controlsystems. Her scope of work includes review of operational efficiency effectiveness ofsystems & processes compliances and assessing the internal control strengths in allareas. The Audit Committee reviews adequacy and effectiveness of the Company's internalcontrol environment and monitors the implementation of audit recommendations includingthose relating to strengthening of the' Company s risk management policies and systems.

26. COST AUDIT

Your company does not falls within the provisions of Section 148 of Companies Act 2013read with the Companies (Cost Records & Audit) Rules 2014 as amended from time totime therefore no such records are required to be maintained.

27. CODE OF CONDUCT

The Board has laid down a Code of Conduct (‘the Code") for all Board Membersand Senior Management and Independent Directors of the Company. All the Board Membersincluding Independent Directors and Senior Management Personnel have affirmed compliancewith the Code of Conduct. Declaration on adherence with the Code of Conduct is formingpart of the Corporate Governance Report.

The policy on Code of Conduct has been uploaded on the Company's website at the weblinkhttp://www.simranfarms.com/pdf/policy/code_practices_procedures_fair_disclosure_UPSI_2020.pdf

28. STATEMENT INDICATINGde ned risk management framework in place. The risk managementframework DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT

Your Company has a well-works at various levels across the enterprise. The Board ofDirectors have developed & implemented Risk Management Policy for the Company whichprovides for identification assessment and control of risks which in the opinion of theBoard may threaten the existence of the Company. The Management identifies and controlsrisks through a properly defined framework in terms of the aforesaid policy.

29. MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

After witnessing a setback in the previous year due to Covid-19 pandemic the financialperformance of the Company started improving from June 2020. Further the second wave ofCovid-19 has hit the country and this second wave was four times worse than the first wavein terms of infections and deaths seen in the country. It also disrupted the alreadybattered growth process from the first wave.

However demand for poultry meat and eggs is rising as doctors advised people to takeprotein rich food for improving immunity against the COVID-19 virus. Therefore it isexpected that the industry will be back to normal and a steady and sustained recovery inthe overall economic scenario will be attained very soon.

Apart from this there is no material changes and commitments affecting the financialposition of the Company have occurred between the end of the financial year to which thefinancial statements relate and' the date of this Board s Report.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy required conduct of operations in such a manner so as toensure safety of all concerned compliances environmental regulations and preservation ofnatural resources.

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION

PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaintreceived regarding sexual harassment.

The Company has complied with provisions relating to the constitution of InternalComplaints Committee under The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this Policy. There was no case of sexual harassment reportedduring the year under review.

The policy on Prevention of Sexual Harassment as approved by the Board of directors hasbeen uploaded on the website of the Company at the web link:http://www.simranfarms.com/pdf/policy/sexual_harassment.pdf

32. LISTING WITH STOCK EXCHANGES '

The Company s shares are listed on BSE Limited. The Company has paid Annual Listing Feefor Financial Year 2021-22.

33. COMPLIANCE OF SECRETARIAL STANDARD

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly complied by the Company.

34. DEPOSITORY SYSTEM'

Your Company s shares are tradable compulsorily in electronic form and your Company hasconnectivity with both the Depositories i.e. National Securities Depository Limited (NSDL)and Central Depository Services (India) Limited (CDSL). In view of the numerous advantagesoffered by' the Depository System members are requested to avail the facility ofDematerialization of the Company s shares on either of the Depositories mentioned asaforesaid. The Company has paid the Annual Custody Fee to both the depositories forFinancial Year 2021-22.

35. MD & CFO CERTIFICATION

The Managing Director & CFO of your Company have issued necessary certificatepursuant to the provisions of Regulation 17(8) of the Listing Regulations and the sameforms part of this Annual Report.

36. INSURANCE '

The Company s assets are adequately insured against the loss of fire and other risk asconsidered necessary by the Management from time to time.

37. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/events on these items during the year underreview:-

Company has not issued any equity shares with differential rights as to dividendvoting or otherwise. As on 31st March 2021 none of the Directors of theCompany hold instruments convertible into equity shares of the Company. During thefinancial year Company has not issued any shares (including Sweat Equity Shares) toemployees of the Company under any Scheme and also not made any Stock Option Schemes. NoSignificant or material orders passed' by the Regulators or Courts or Tribunals whichimpact the going concern status and the Company s operation in future. Voting rights whichare not directly exercised by the employees in respect of shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to whichsuch persons can beneficially hold shares as envisaged under section 67(3)(c) of theCompanies Act 2013). There has been no change in the nature of business of your Company.The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 is not applicable to yourCompany for the financial year ending March 31 2021. No application was made or anyproceeding is pending under the Insolvency and Bankruptcy Code 2016 during the year inrespect of your Company. There was no one time settlement of loan obtained from the Banksor Financial Institutions.

38. INDUSTRIAL RELATIONS

Company's Industrial relations continued to be healthy cordial and harmonious duringthe period under review. Your Directors record their appreciation for all the effortssupport and co-operation of all employees extended from time to time.

39. ACKNOWLEDGEMENTS

The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life' and safety to fight thispandemic. The Directors wish to convey their appreciation to all of the Company semployees for their contribution towards the Company's performance. The Directors wouldalso like to thank the shareholders employees investors stock exchanges customersbankers governments and all other business associates for their continuous support to theCompany and their confidence in its management.

For and on behalf of the Board of Directors of
SIMRAN FARMS LIMITED
Date : 10th August 2021
Place: Indore Harender Singh Bhatia Kawaljeet Singh Bhatia
Managing Director Whole Time Director
DIN: 00509426 DIN: 00401827

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