Simbhaoli Sugars Ltd Merged Management Discussions

Venue: Simbhaoli- 245 207, Distt. Hapur, Uttar Pradesh

E-Voting/Poll: (Details of E-voting/Poll carried out at AGM/ EGM)

In pursuance to the provisions of Section 108 of the Act read with Rules made there under, the Company offered E-voting facility to its members to cast their vote electronically on all resolutions set forth in the Notice of 78th AGM.

Special resolutions passed at the last three annual general meetings by SSL/ESSL

Extra-Ordinary General Meeting

During the year, one Extra Ordinary General Meeting of the members of the Company was held on Monday, November 09, 2015 at 5:00 PM at Officers club, Sugar Mill Complex, Simbhaoli -245207, District Hapur, U.P.

Postal Ballot

The Company had not conducted any Postal Ballot during the year and none of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a special resolution through postal ballot.

Court Convened Meeting

During the year, the meeting of the secured creditors of the Company was held pursuant to the order passed by Honble High Court of Judicature at Allahabad to consider the proposed Scheme of Amalgamation.

Information on appointment of directors

The details of appointment of directors are given elsewhere in the Boards report.

SUBSIDIARY COMPANIES

The financials of the subsidiary companies have regularly been reviewed by the audit committee and the Board of the holding company. The minutes of the meetings of the Board of the unlisted subsidiary companies are placed before the Board Meeting of the holding company and taken on record by it. The holding company’s Board is also periodically informed about all significant transactions and arrangements entered into by the subsidiary companies.

The Company has not disposed off/reduced its shareholding in subsidiary companies during the year. The Company has also formulated a policy for determining the Material Subsidiary, which is disclosed on Company’s website on the weblink: http://www.simbhaolisugars.com/pdfs/Policy-for-determining-material-subsidiaries.pdf.

WHISTLE BLOWER POLICY

The Board has formulated a Whistle Blower Policy to provide a framework for promoting the responsible and secure vigil mechanism within the organization. It provides guidance and a procedural framework to directors, employees, customers, vendors and/or third party intermediaries, who may raise a concern about irregularities and/or frauds and any other wrongful conduct, act or any omission or misrepresentation of facts, within the Company without fear of reprisal, discrimination or adverse employment consequences.

This Policy is also intended to enable the Company to address such disclosures or complaints by taking appropriate action, including, but not limited to disciplinary action that could include terminating the employment and/or services of those responsible including undertaking legal actions.

Related party transactions and their basis

All the related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc., which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards as mandated under the provisions of the Act.

All Related Party Transactions are presented to the Audit Committee and the Board. The Company has been in process to obtain omnibus approval for the transactions, which are foreseen and repetitive in nature w.e.f this financial year 2016-17. However, a statement of all related party transactions have been approved by the Audit Committee on regular basis. A policy has been formulated on Related Party Transactions which is disclosed on Companys website on weblink as provided: http://www.simbhaolisugars.com/pdfs/related-party-transaction-policy.pdf

Disclosure of accounting treatment

The financial statements are prepared under the historical cost convention system in accordance with the mandatory accounting standards prescribed under the relevant presentational requirements of the Act.

Reconciliation of Share Capital Audit

M/s Pragati Gupta, Practising Company Secretary has carried out the Reconciliation of Share Capital to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital with the Stock Exchanges.

Internal Control Compliances

With the changing environment and growth in the business, the Company is in process of review and strengthening its internal control procedures and compliance standards. The provisions of the Act have mandated the requirement of Internal Financial Controls and Reporting (IFCR) with effect from April 1, 2015. The Company has designed a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the generally accepted accounting principles. The Company has been following the Internal Financial Control mechanism and documentation is being carried out for the purpose of audit. The Internal Financial Controls are adequate and effective, which implies orderly and efficient conduct of business, and prevention and detection of frauds and errors.

Code of Conduct for the Board of Directors and the Senior Management

Pursuant to Regulation 17(5) of the Listing Regulations, the Board of Directors has laid down a Code of Conduct for all the Board and Senior Management members. The standards for business conduct provide that the directors and the senior management will uphold ethical values and legal standards as the Company pursues its objectives, and that honesty and personal integrity will not be compromised under any circumstances.

The Company has issued code of conduct for its Board and senior management in compliance with Listing Regulations, with the stock exchanges, advising and cautioning management staff and other business associates on the procedure to be followed, while dealing in equity shares of the Company and have complied with the disclosure requirements. The Code of Conduct is available at the weblink: http://simbhaolisugars.com/ company_policies.asp

Details of non-compliance

There were no instances of non-compliance of any matter related to the capital markets during the last three years. No penalties or strictures have been imposed on the Company by stock exchanges or SEBI or any statutory authority on any matter related to capital markets.

Code of conduct for prevention of Insider Trading Practices

In compliance with the Regulation 9(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated, adopted and implemented "Code of Conduct to regulate, monitor and reporting trading by Insiders" in the securities of the Company.

Communication

The quarterly financial results of the Company are being sent to the stock exchanges immediately after their approval from the Board and also published in reputed national and regional newspapers mainly in Business Standard. The Company provides comprehensive details of the operations of the Company, the financial results and other information on the Companys website and all the policies of the Company are available at the link http://www.simbhaolisugars.com/ company_policies.asp

Compliance Certificate of the Auditors

Certificate from the Companys Secretarial Auditors, M/s. Amit

Gupta and Associates, confirming the compliance with conditions of corporate governance as stipulated under the Listing Regulations, is attached to this Report.

ISSUE PROCEEDS

Not Applicable, as during the year, the Company has not raised any funds towards the share capital.

Financial Year: 12 month period starting April to the month of March of the subsequent year. The Company shall publish the quarterly/yearly results in accordance with the Listing Regulations.

Listing of Equity Shares

The initial listing fee for admission of Companys securities under the provision of Regulation 14 of Listing Regulations and then subsequently the annual Listing fee for the financial year 2016-17 has been paid to both the stock exchanges.

Depositories