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Smiths & Founders (India) Ltd.

BSE: 513418 Sector: Engineering
NSE: N.A. ISIN Code: INE728B01032
BSE 11:18 | 22 Oct 4.16 -0.21
(-4.81%)
OPEN

4.50

HIGH

4.50

LOW

4.16

NSE 05:30 | 01 Jan Smiths & Founders (India) Ltd
OPEN 4.50
PREVIOUS CLOSE 4.37
VOLUME 82932
52-Week high 5.44
52-Week low 0.60
P/E 37.82
Mkt Cap.(Rs cr) 42
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.16
Sell Qty 19743.00
OPEN 4.50
CLOSE 4.37
VOLUME 82932
52-Week high 5.44
52-Week low 0.60
P/E 37.82
Mkt Cap.(Rs cr) 42
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.16
Sell Qty 19743.00

Smiths & Founders (India) Ltd. (SMITHSFOUNDER) - Director Report

Company director report

Dear Members

Your Directors present the Twenty Ninth Annual Report together with the AuditedStatements of Account for the financial year ended March 31 2020

1. FINANCIAL RESULTS

During the year under review the Company has achieved the following financial results:

(Rs.in lakhs)

Particulars 31.03.2020 31.03.2019
Revenue from operations 808.40 1015.77
Other Income 2.66 5.11
Profit /(Loss) before Financial Charges Depreciation Taxation and Prior Period items -34.08 -52.64
Less: Depreciation 32.49 29.42
Less: Finance Costs 38.62 28.32
Profit /(Loss) before Taxation and Prior Period items (105.19) (110.38)
Profit /(Loss) for the year (105.19) (110.38)
Net Profit/(Loss) for the year (105.19) (110.38)
Balance of Profit/(Loss) brought forward from last year (915.54) (805.16)
Profit/(Loss) Carried forward to Balance sheet (1020.73) (915.54)

2. OVERVIEW OF COMPANY PERFORMANCE:

During the year under review sales has registered a decrease of 20.42 % compared toprevious year.

Your Company continued to incur net loss due to increase in direct costs increase incosts of materials and lower demand for your Company's product and sluggish marketconditions.

3. DIVIDEND & RESERVES:

In view of loss incurred by the Company your Directors do not recommend any dividendfor the financial year ended March 31 2020.

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

4. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management & Administration) Rules 2014 is included in this Report as Annexure - Aand forms an integral part of this Report.

5. DIRECTORS:

Presently the Board comprises the following directors.

Directors Category
1. Mr. Suresh Shastry Chairman & Managing Director (Promoter)
2. Mr. V. Parthasarathy Non-Executive Independent Director
3. Mr.Sudhindra Narayan Kalghatgi Non-Executive Independent Director
4. Mr. Manjunath K H Non-Executive Independent Director
5. Mrs. Shailaja Suresh Non-Executive Director (Promoter)
6. Mrs. Supriya Shastry Non-Promoter Executive Director

Mr. Manjunath K H has been appointed as an Independent Director for a period of fiveyears with effect from 16.03.2020 to 15.03.2025 in the Board of the Company. Your Boardelected Mr. Suresh Shastry as Chairman with effect from 16.03.2020. There were no otherchanges in the composition of the Board of Directors of the Company during the financialyear.

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Ms. Supriya Shastry Director and Mr. Suresh ShastryChairman & Managing Director retire by rotation at the ensuing Annual General Meetingand being eligible offer themselves for re-appointment. The Board recommends theirre-appointment for consideration of the Members of the Company at the ensuing AnnualGeneral Meeting.

The Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

6. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2019-20 10 (Ten) meetings of the Board were held details ofwhich are given in the Corporate Governance Report.

7. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel of the Company:

1. Suresh Shastry - Chairman & Managing Director
2. Supriya Shastry - Whole Time Director
3. Sadaanand S Zutti - Chief Financial Officer (w.e.f 01.04.2019)
4. Ravi Veerragavan - Company Secretary (Till 31.07.2019)
5. Roopashree B Shettigar - Company Secretary (w.e.f 21.08.2019)

8. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Remuneration and Nomination Committee

3. Stakeholders' Relationship Committee &

4. Share Transfer Committee

Details of the Committee/s along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance

Report.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a structured

questionnaire was prepared after taking into consideration the various aspects ofBoard's functioning composition of the Board and its

Committees and performance of specific duties obligations and governance.

The performance evaluation of Independent Directors was completed. The performanceevaluation of the Chairman and Non-Independent Directors was carried out by theIndependent Directors through a meeting of Independent Directors.

10. FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS:

The details of programmes for familiarisation of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company www.smithsandfoundersindia.com.

11. FIXED DEPOSITS:

The Company has not accepted fixed deposits from the public and shareholders within themeaning of Section 73(1) of the Companies Act 2013 and Rules made there under during theyear under review.

12. DIRECTORS' RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act 2013 your Directors statethat:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departures;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at March 31 2020 and its loss for theyear ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a

going concern' basis;

e) The Directors had laid down internal financial controls to be followed by theCompany and that

such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY COMPANY:

During the year under review the Company has not given any loan guarantee or made anyinvestment covered under the provisions of Section 186 of the Companies Act 2013.

14. REMUNERATION AND NOMINATION POLICY:

The Board of Directors 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 also lays down criteria for selection and appointment of Board Members. ThePolicy is given in Annexure-B and forms an integral part of this report.

15. RELATED PARTY TRANSACTIONS:

The disclosure required pursuant to clause (h) of subsection (3) of Section 134 of theCompanies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 in Form AOC 2 isgiven in Annexure-C and forms an integral part of this report. All Related PartyTransactions are placed before the Audit Committee and Board for approval.

The policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company

www.smithsandfoundersindia.com.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. TheWhistle Blower Policy of the Company can be accessed on the Company's website at

www.smithsandfoundersindia.com

17. RISK MANAGEMENT:

The Company has in place Risk Management Policy according to which the Board ofDirectors of the Company and the Audit Committee periodically review and evaluate the riskmanagement system of the Company so that the management controls the risks

through properly defined network.

18. CORPORATE SOCIAL RESPONSIBILITY:

No disclosures on Corporate Social Responsibility are required as provision underSection 135 of the Companies Act 2013 and Rules made thereunder are not applicable to theCompany.

19. CORPORATE GOVERNANCE:

As per Regulations 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a Certificate from the Company's Auditorsconfirming compliance forms an integral part of this Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis forms part of this Report. Certainstatements in this section may be forward looking. Many factors may affect the actualresults which could be different from that the Directors envisage in terms of the futureperformance and outlook.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards SS-1 and SS-2 issued by TheInstitute of Company Secretaries of India. Secretarial Standard SS-3 is not applicable toyour Company.

22. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rules madethereunder the Company has appointed Mr. K N Nagesha Rao Practicing Company Secretary asthe Secretarial Auditor of the Company. The Secretarial Audit Report is annexed asAnnexure - D and forms an integral part of this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.

23. AUDITORS:

The Company's Auditors M/s. B.N.Subramanya & Co. Chartered Accountants werere-appointed as the Statutory Auditors of the Company to hold office from the conclusionof Twenty Seventh Annual General Meeting held on 29th September 2018 untilthe conclusion of the Thirty Second Annual General Meeting to be held in the year 2023.

The Auditors' Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 31 2020.

24. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal control system commensurate with its size andnature of its business.

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL)ACT 2013.

During the year under review your Company did not receive any complaint under theSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013.

26. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY.

No material changes and commitment affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relatesand the date of this report.

27. STATUTORY INFORMATION

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 withRule 8(3) of the Companies (Accounts) Rules 2014 is given in Annexure-E which formspart of this Report.

There were no employees employed throughout the year who were in receipt ofremuneration of Rs. 1.02 Crore per annum or more. There were no employees employed forpart of the year who were in receipt of remuneration of Rs. 8.50 Lakhs per month or more.During the year under review the Company had 72 employees.

The information required under Section 197(12) of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and formingpart of the Directors' Report for the year ended March 31 2020 is given in Annexure-F tothis Report.

28. ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank its MembersGovernment Authorities Banks Customers and Vendors for their sustained support to theCompany.

By the Order of the Board
Suresh Shastry
Chairman & Managing Director
Place: Bangalore
Date: 27.06.2020

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