simmonds marshall ltd Directors report

To

The Members,

Simmonds Marshall Limited

Your Directors have pleasure in presenting the 63^rd (Sixty Third) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2023. The consolidated performance of the Company and its Associate has been referred to wherever required.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs except EPS)

Particulars	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Total Revenue	17286.19	14807.61	18763.58	15826.45
Profit before Interest, Depreciation and Tax	1306.30	1113.29	1325.87	1123.51
Finance Cost	900.59	880.16	900.59	880.16
Depreciation & Amortization expenses	681.22	721.15	693.64	733.17
Loss Before Tax	(275.51)	(488.02)	(268.36)	(489.82)
Provision for
- Current Tax	-	-	-	-
- Deferred Tax	-	-	(7.02)	1.58
Net Loss After Tax	(275.51)	(488.02)	(275.38)	(488.24)
Other Comprehensive Income (Net of tax)	39.38	(44.43)	39.38	(44.43)
Total Comprehensive Income After Tax	(236.13)	(532.45)	(231.36)	(525.11)
Earning Per Share	(2.46)	(4.36)	(2.42)	(4.29)

Notes: The above figures are extracted from the Audited Standalone and Consolidated Financial Statements as per IND-AS.

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

Standalone Performance:

Total revenue for the year is Rs. 17286.19 Lakhs as against Rs. 14807.61 Lakhs in the previous year. The Company has incurred loss of Rs. 236.13 Lakhs as against the loss of Rs. 532.45 Lakhs in the previous year.

Consolidated Performance:

Total revenue for the year is Rs. 18763.58 Lakhs as against Rs. 15826.45 Lakhs in the previous year. The Company has incurred loss of Rs. 231.36 Lakhs as against a loss of Rs. 525.11 Lakhs in the previous year.

PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE: FORMEX PRIVATE LIMITED

Formex Private Limited achieved turnover for the year of Rs. 27.81 Lakhs as against Rs. 85.35 Lakhs in the previous year. The Company has earned profit after tax for the year of Rs. 9.44 Lakhs as against profit after tax of Rs. 15.42 Lakhs in the previous year.

DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view that Company has reported a net loss during the year under review, has decided that it would be prudent, not to recommend any Dividend for the year ended March 31,2023.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2023.

EXPORTS:

During the year under review, the Company exported goods of FOB value of Rs. 1527.01 Lakhs as against Rs. 2085.99 Lakhs in the previous year.

PUBLIC DEPOSITS:

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

RESEARCH & DEVELOPMENT:

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

CAPITAL STRUCTURE & LIQUIDITY:

(i) Authorised Share Capital:

The Authorised Share Capital of the Company as at March 31, 2023 was Rs. 10,00,00,000/-(Rupees Ten Crores only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 2/- (Rupees Two only) each.

(ii) Issued & Paid up Share Capital:

The Paid-up Equity Share Capital, as at March 31, 2023 was Rs. 2,24,00,000 /- (Rupees Two Crores Twenty Four Lakhs) divided into 1,12,00,000 (One Crore Twelve Lakhs) Equity Shares, having face value of Rs. 2/- (Rupees Two only) each fully paid up.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

As on March 31, 2023, none of the Directors of the Company hold instruments convertible 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 Section 186 of the Act which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34 (3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) are provided in the standalone financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

COMPOSITION:

The Board of Directors includes the Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Six (6) Directors comprising of Three (3) Executive Directors and Three (3) Independent Directors including One (1) Woman Director as on March 31,2023.

The Company has a Code of Conduct for Directors and senior management personnel. All the Directors and senior management personnel have confirmed compliance with the said code.

RE-APPOINTMENTS:

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. I. M. Panju, Director of the Company, retires by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for reappointment. The Board recommends his re-appointment for the consideration of the members of the Company at the Annual General Meeting. Brief profile of Mr. I. M. Panju has been given in the Notice convening the Annual General Meeting.

APPOINTMENT:

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 2, 2023 have appointed Mr. Jamshid N. Pandole (DIN: 01800069) as an Additional Director of the Company w.e.f. August 2, 2023. Further, the Board has appointed him in the category of Non- Executive Director of the Company. The appointment is subject to the approval of shareholders in the ensuing Annual General Meeting of the Company. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 2, 2023 have appointed Mr. Mukkaram Khoozema Faizullabhoy (DIN: 00013754) as an Additional Director in the category of Non-Executive Independent Director for a term of 5 years commencing from August 2, 2023 to August 1, 2028. In terms of Section 161 of the Act, Mr. Mukkaram Khoozema Faizullabhoy (DIN: 00013754) holds the office as an Additional director till the ensuing AGM of the Company. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.

RESIGNATION:

During the year under review, there were no resignations of any Director of the Company. However, after the end of the year Mr. S. J. Marshall, Chairman & Whole-Time Director of the Company had expressed his desire to step down as the Chairman and Whole Time Director of the Company. Accordingly, he tendered his resignation from the position of Directorship & Chairmanship of the Company effective from the close of the business hours on August 2, 2023. The Board placed on record its sincere appreciation for the phenomenal contribution made by him during his association over Sixty three years with the Company as a Director and Chairman.

CHAIRMAN EMERITUS:

Mr. S. J. Marshall has started his career with the Company since its inception and is responsible for the overall activities of the Company. He played a crucial and instrumental role in shaping the Company. Under his guidance and leadership, the Company has achieved new heights. He is actively involved in various philanthropic and charitable activities and initiatives and has always made modest contributions to society by building strong communities.

Keeping in view the efforts and valuable contribution made by Mr. S. J. Marshall towards the growth of the Company and pursuant to the recommendations of the Nomination & Remuneration Committee in its meeting held on August 2, 2023, your Board of Directors are of the opinion that continued association of Mr. S. J. Marshall, in a mentor role, would add goodwill to the Company.

The Company would immensely benefit out of his tremendous experience. The Board thus unanimously granted the honorary position of Chairman Emeritus and appointed him as the Advisor to the Board with title of Chairman Emeritus & Advisor to the Board. This position is honorary and without any voting rights.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel as on March 31,2023:

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

RESIGNATION:

During the Financial Year under review, there was no change in the Key Managerial Personnel of the Company. However, after the end of the financial year, Mr. Nirmal Gupta, has resigned with effect from close of business hours of May 30, 2023 from the post of Company Secretary & Compliance Officer of the Company and Ms. Surbhi Khandelwal has been appointed as Company Secretary & Compliance Officer of the Company with effect from June 1, 2023.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of manufacturing, finance, people management, strategy, auditing, tax and risk advisory services, financial services and they hold high standards of integrity. Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, (IICA). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose.

Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

During the year under review, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company has an Associate Company i.e. Formex Private Limited within the meaning of Section 2(6) of the Act. The Company holds 49% of the Equity Share Capital in Formex Private Limited as on March 31, 2023.

The Associate Company was primarily engaged in the business of providing job work services for manufacture of nuts, bolts etc. However, the Associate has discontinued its job-work activities and hence, at present, rental income is its primary source of revenue.

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 financial statements of the Associate Company in Form AOC-1 is appended as Annexure A and forms part of the Annual Report.

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

The Company does not have any subsidiary or joint venture as on March 31,2023.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the Financial Year ended March 31, 2023 can be accessed on the website of the Company at https://simmondsmarshall.com/investors/#tab-id-3

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS & ITS COMMITTEES:

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

The Board met 4 (Four) times during the Financial Year 2022-23. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report.

COMMITTEES OF BOARD OF DIRECTORS:

The Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has following Committees of the Board of Directors:

Audit Committee

Nomination & Remuneration Committee

Stakeholders Relationship Committee

Corporate Social Responsibility Committee

The details with respect to the composition, meetings, powers, roles, terms of reference, etc. of these Committees are given in the Corporate Governance Report of the Company which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Act ("Act"), the Board of Directors, to the best of its knowledge and belief and according to the information and explanations obtained by it, hereby states that:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial 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 adequate accounting records in accordance with the provisions of this Act for safeguarding the assets 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 the Company and that such internal financial controls are adequate and were operating effectively;

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

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the the Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance. The performance evaluation of the Board as a whole, Chairman and Executive Directors was also carried out by the Independent Directors in their meeting held on February 14, 2023.

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

The Board of Directors expressed its satisfaction with the performance of 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 to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report. The policy has been posted on the website of the Company https://simmondsmarshall.com/investors/#tab-id-10.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is also available on Companys website https://simmondsmarshall.com/investors/#tab-id-10. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company had approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. All related party transactions are placed before the Audit Committee for review and approval.

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the year under review, were in ordinary course of the business and on an arms length basis. There were no material related party transactions entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC 2. Members may refer to Note No. 40 of the financial statements which sets out related party disclosures pursuant to IND-AS-24.

AUDITORS & AUDITORS REPORT:

a) Statutory Auditor

M/s. Lodha & Co., Chartered Accountants (ICAI Firm Registration Number 301051E) were appointed as Statutory Auditor of the Company at the 62^nd AGM held on September 21, 2022 to hold office from the conclusion of the said meeting till the conclusion of the 67^th AGM to be held in the year 2027, in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Details of the remuneration paid to M/s. Lodha & Co., Chartered Accountants, Statutory Auditors, during the financial year 2022-23 are disclosed in the Financial Statements of Company, which are part of the Annual Report.

During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India.

The Report given by M/s. Lodha & Co., Chartered Accountants, on the financial statements of the Company for the Financial Year 2022-23 is a part of the Annual Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

b) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee appointed M/s. Kirtane & LLP, Chartered Accountants (having Firm Registration Number: 105215W/ W100057) as Internal Auditors of the Company for the Financial year 2023-24.

c) Secretarial Auditor

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2022-23. The Report given by the Secretarial Auditors is annexed as Annexure B to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year under review. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

Secretarial Compliance Report: - The Company has undertaken an audit for the Financial Year ended March 31,2023 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates, Company Secretaries was submitted to the Stock Exchange within 60 days of the end of the Financial Year.

d) Cost Auditor

In terms of the provisions of Section 148 of the Act, and based on recommendation of Audit Committee, the Board had appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), as the Cost Auditor to conduct an audit of its Cost Accounting Records for the Financial Year 2022-23, pertaining to products of the Company as required by the law. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

The Cost Audit Report for the Financial Year 2022-23 pursuant to the Companies (Cost Accounting Records) Rules, 2011 will be filed within the period stipulated under the Act.

Further, the Company has re-appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), as the Cost Auditor for the Financial Year 2023-24, to conduct an audit of its Cost Accounting Records pertaining to said products, at a remuneration of Rs. 2,30,000/- (Rupees Two Lakhs Thirty 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 of the Shareholders by means of ratification, for the remuneration to be paid to Cost Auditor vide Resolution No. 4 of the Notice of the ensuing AGM of the Company pursuant to Section 148 of the Act.

Certificate from M/s. Joshi Apte & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor, if made, would be in accordance with the provisions of the Act and Rules framed thereunder.

REPORTING OF FRAUDS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As per the Companies Act, 2013, all Companies having net worth of Rs 500 crore or more, or turnover of Rs 1,000 crore or more or a net profit of Rs 5 crore or more during immediately preceding financial year shall spend at least 2% of the average net profits of the Companys three immediately preceding financial years.

In this connection, we wish to inform you that as on last audited balance sheet dated 31st March, 2022 neither the net worth exceeds Rs. 500 crore nor turnover exceeds Rs. 1000 crore nor net profit exceeding Rs. 5 crores therefore, the provisions of Companies Act 2013 regarding CSR are not applicable to the Company. Thus, report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be annexed.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. The Code of Conduct deals with ethical issues and also fosters a culture of accountability and integrity. The Code made in accordance with the requirements of the Listing Regulations has been posted on the Companys website https://simmondsmarshall.com/investors/#tab-id-1.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

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

RISK MANAGEMENT POLICY:

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Companies Act, 2013 (Act), and Regulation 22 of the SEBI Listing Regulations, the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company https://simmondsmarshall.com/investors/#tab-id-10.

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 at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has adopted an Anti-Sexual Harassment Policy. The policy is applicable for all employees of the organization, which includes corporate office, and manufacturing locations etc.

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

During the Financial Year under review, the Company did not receive any complaints 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 the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to the transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,57,679/- in respect of Financial Year 2014-15.

Further, Pursuant to provision 124(6) of the Act and IEPF Rules, during the year 2022-23, 17,338 Equity shares were transferred in respect of which dividend has not been claimed by the members for the Financial Year 2014-15. Details of such shares transferred have been uploaded on the website of the Company at https://simmondsmarshall.com/investors/#tab-id-12.

Nodal Officer

During the year under review, there were no changes, however, after the end of the financial year the Company has appointed Ms. Surbhi Khandelwal, Company Secretary & Compliance Officer of the Company as the Nodal Officer with effect from June 1, 2023, for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority, due to the resignation of Mr. Nirmal Gupta w.e.f. closing hours of May 31, 2023. The said details are also available on the website of the Company i.e. https://simmondsmarshall.com/investors/#tab-id-12.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at secretarial@simmondsmarshall.com or to the Companys Registrar and Transfer Agent Link Intime India Private Limited at rnt.helpdesk@linkintime.co.in or at their address at C- 101, 247 Park, LBS Marg, Vikhroli (West), MUMBAI - 400 083.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in SEBI Listing Regulations.

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

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

HEALTH, SAFETY AND ENVIRONMENT:

The Company is aware of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the Company.

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

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

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

DEPOSITORY SERVICES:

The Companys Equity Shares have been admitted to the depository mechanism of the National 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 the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. NE657D01021.

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure C and forms part of this report.

PARTICULARS OF EMPLOYEES:

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

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations is not applicable to the Company for the financial year ending March 31, 2023.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no such application or proceeding has been initiated or pending against the Company.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No such transaction is done by the Company during the year under review.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS?1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

LISTING:

The Companys Shares are listed on BSE Limited.

APPRECIATION:

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, parent company, collaborators, vendors, investors, shareholders, financial institutions, banks, regulatory authorities and the society at large during the year. We also place on record our appreciation for the contribution made by our employees at all levels and for their commitment, hard work and support.

	For and on behalf of the Board of Directors,
	SIMMONDS MARSHALL LIMITED
	N.S. MARSHALL	I. M. PANJU
PLACE: MUMBAI	(DIN:00085754)	(DIN:00121748)
DATE: AUGUST 02, 2023	MANAGING DIRECTOR	WHOLE TIME DIRECTOR