Simbhaoli Sugars Ltd Management Discussions.

Management discussion and analysis report is made a part of report of directors.

GENERAL MEETINGS

Annual General Meeting

The 9thannual general meeting for the year 2019-20, will be convened in due course of time after intimation to the members of the Company. The last three AGMs were held as follows:

AGM Day and Date Venue
6th Monday, 18-09-2017 Venue : Officers Club, Sugar Mills Complex, at Simbhaoli - 245 207, Distt. Hapur, Uttar Pradesh
7th Thursday, 27-09-2018
8th Wednesday, 25-09-2019

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 8th AGM.

Special resolutions passed at the last three annual general meetings

AGM Subject matter of special resolution
6th AGM held on 18-09-2017 1) Approval of the appointment of Ms. Gursimran Kaur Mann as the Managing Director
2) Approval of the Appointment of Mr. Sachchida Nand Misra as the Chief Operating Officer and Whole Time Director
3) Approval of the appointment of Mr. Karan Singh as Chief General Manager & the Whole Time Director
4) Approval of the re-classification of certain specified promoters from promoters category to public category
5) Approval of the conversion of loan into share capital under the provisions of 62 of the Companies Act, 2013
6) Approval for the empowering the Board for conversion of unsecured loan into share capital
7) Approval of the mortgage and or charge upto an amount of 1600 crore under section 180(1)(a) of the Companies Act, 2013
8) Approval of the empowering the Board for the borrowings powers upto 1600 Crore under section 180(1)(c) of the Companies Act, 2013
9) Approval of the limits for investments upto 500 crore under section 186 of the Companies Act, 2013
7th AGM hel d on 27-09-2018 No Special Resolution
8th AGM held on 25-09-2019 1) Continuation of appointment of Mr. Gurmit Singh Mann, as a Director of the Company, who has completed the age of 75 years.
2) Continuation of appointment of Mr. S K Ganguli, as an Independent Director of the Company, who has completed the age of 75 years.
3) Continuation of appointment of Justice (Retd) C K Mahajan, as an Independent Director of the Company, who has completed the age of 75 years.
4) Appointment of Ms. Gursimran Kaur Mann as the Managing Director of the Company for a period starting from February 14, 2019 to August 1, 2020.
5) Appointment of Mr. S N Misra as the Chief Operating Officer and Whole Time Director of the Company for a period starting from February 14,2019 to September 17, 2020.

Postal Ballot

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

SUBSIDIARY COMPANIES

The financials of the subsidiary companies have regularly been reviewed by the audit committee and the Board of the Simbhaoli Sugars Limited, 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 companys 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 Companys website.

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 thirdparty 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. During the year, no such complaint was received.

DISCLOSURES

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. The particulars of contracts and arrangements with related parties referred to in section 188(1) and applicable rule of the Companies Act, 2013 in form AOC-2 forming part of this Report. However, the details of the transactions with related parties are provided in the Companys financial statements in accordance with the Accounting Standards as mandated under the provisions of the Act. The related party transactions are presented to the meetings of the Audit Committee and Board, for approval on regular basis.The Companys policy on related party transactions is disclosed on its website.

Disclosure of accounting treatment

The financial statements have been prepared on the historical cost basis except for certain financial assets and liabilities and assets for defined benefit plans that are measured at fair value and less cost of sale wherever require.

Reconciliation of Share Capital Audit

The Reconciliation of Share Capital is being caried out by Practicing Company Secretaries 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 on quarterly basis.

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 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 regularly maintained 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 on the website of the Company.

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. Further, the Company has amended the policy as per the requirement of Regulation 8(1) of SEBI (Prohibition of Insider Trading) Regulations, 2015.

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.

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. The Company provides comprehensive details of the operations of the Company, the financial results and other information on the Companys website.

All the policies of the Company are available at the link as mentioned below:

http://www.simbhaolisugars.com/company-policies.php 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 from the public.

SHAREHOLDERS INFORMATION

Financial Year: 12-month period starting April to the month of March of the subsequent year.

BSE Limited, National Stock Exchange of
Phiroze Jeejeebhoy Towers, Dalal India Limited,
Street, Mumbai. Exchange Plaza, Bandra Kurla
Tel: 91-22-22721233/34, Complex, Mumbai
Fax: 91-22-22721919 Tel : 91-22-26598100
Website: www.bseindia.com Fax : 91-22-265988120
Scrip Code: 539742 Website: www.nseindia.com
Scrip code :SIMBHALS

The annual Listing fee for the financial year 2020-21 has been paid to both the stock exchanges.

Depositories

National Securities Depository Central Depository Services
Limited, (India) Limited,
Trade World, 4th Floor, Kamla Mills A-Wing, 25th floor, NM Joshi Marg,
Compound, Senapati Bapat Marg, Lower Parel (East), Mumbai -
Lower Parel, Mumbai - 400 013 400013
Tel: 91-22-24994200 Tel: 91-22-2272333
Fax: 91-22-24972993/2497 Fax: 91-22-22723199
Email info@nsdl.co.in Email: investors@cdslindia.com
Website : www.nsdl.co.in Website: www.cdslindia.com

ISIN: Equity Shares-INE748T01016 and Warrants ISIN-INE748T13011

Stock Market Data

The details of high and low price of equity shares of the Company in comparison to broad based indices are as follows:

BSE

NSE

Month

Share Price (Rs)

Sensex S&P

Share Price (Rs)

Nifty 50

High Low High Low High Low High Low
Apr-19 12.04 9.03 39487.45 38571.00 12.5 8.85 11856.15 11549.10
May-19 11.29 9.7 40124.96 36956.10 11.75 9.8 12041.15 11108.30
Jun-19 10.5 6.99 40312.07 38870.96 10.5 6.3 12103.05 11625.10
Jul-19 8.91 5.8 40032.41 37708.41 9.5 5.6 11981.75 10999.40
Aug-19 6.65 5.4 37731.51 36102.35 6.65 5.4 11181.45 10637.15
Sep-19 10.25 6.9 39441.12 35987.80 8.85 5.95 11694.85 10670.25
Oct-19 7.15 6.1 40392.22 37415.83 7.25 6 11883.95 11090.15
Nov-19 7.15 6.3 41163.79 40014.23 6.45 5.5 12158.8 11823.20
Dec-19 6.49 5.8 41809.96 40208.70 6.35 5.8 12287.15 11832.30
Jan-20 8.32 6.8 42273.87 40476.55 8.25 6.2 12389.05 11929.60
Feb-20 12.04 9.03 41709.3 38219.97 12.5 8.85 12231.75 11175.05
Mar-20 11.29 9.7 39083.17 25638.90 11.75 9.8 11389.5 7511.10

Distribution of share holding as at March 31, 2020:

Category No. of Shareholders % of no. of shareholders No. of shares % of capital
1 to 5000 11552 77.97 1839750 4.457
5001 to 10000 1501 10.131 1114543 2.7
10001 to 20000 801 5.406 1160712 2.812
20001 to 30000 280 1.89 700123 1.696
30001 to 40000 156 1.053 552385 1.338
40001 to 50000 109 0.736 498024 1.206
50001 to 100000 224 1.512 1598348 3.872
100001 and abov e 193 1.303 33815135 81.918
Total 14816 100 41279020 100

As on March 31,2020, 3,87,30,962 Equity Shares of the Company constituting 98.50% of total equity capital were under demat categories with NSDL and CDSL.

Shareholding Pattern as on March 31, 2020 Equity Shares:

Category No. of Shares held % age
A: Indian Promoters 22015790 53.33
Sub-Total (A) 22015790 53.33
B: Non - Promoters Holding:
Mutual Funds 1755 0.01
Foreign Institutional Investors (FII) 1 0.00
Financial Institutions and Banks 1170 0.00
Private Corporate Bodies 7731116 18.73
Indian Public (individuals) 11199070 27.13
NRIs/ OCBs 280444 0.68
Any other (Clearing Members and Trust 49674 0.12
Sub-Total (B) 19263230 46.67
Grand Total (A+B) 41279020 100

Share warrants/ESOP/Convertible Securities

During the year, 12 Lakh share warrants issued to specified promoters were lapsed, the details given elsewhere forming part of the Report.

LOCATION OF THE PLANTS AND OPERATING DIVISIONS

Simbhaoli Simbhaoli, District Hapur Tel. No. +91 5731-23117/8/9
Complex Uttar Pradesh - 245 207 Tel. No. +91 5731-226410/11
Chilwaria Complex Chilwaria, Distt. Bahraich, Uttar Pradesh - 271 801 Tel. No. +91 5252-244251/2
Brijnathpur Brijnathpur, District Hapur Tel. No. +91 9837790990
Complex Uttar Pradesh - 245 101 Tel. No. +91 9917473169
*Gandhidham Complex Village Versamedi, Tehsil Anjar, Gandhidham, District Bhuj -Kachchh, Gujarat -370201 Tel. No. +91 283-6294594

*1000 TPD Raw Sugar refining plant of Uniworld Sugars Private Limited, a joint venture company.

Any correspondence with units can be sent to info@simbhaolisugars.com

INVESTOR SERVICES

Quarterly/half yearly results are disclosed to Stock Exchanges and also published in daily newspapers viz., Business Standard (Hindi & English). As per the requirements of Regulation 46 of the Listing Regulations, the quarterly/half yearly results are displayed on the Companys website. The Company provides information to the Stock Exchanges as per the requirements of the Listing Regulations. No presentations were made to institutional investors/analysts. The Company has a designated e-mail address viz.,kamal@simbhaolisugars.com. exclusively for investor servicing.

Share Transfer System

Share transfer requests are affected/confirmed within period as prescribed under Listing Regulations through M/s Mas Services Limited, the Registrar and share transfer agent. Investor correspondence can be made at any of the following addresses:

i. Mas Services Limited: T-34, 2nd Floor, Okhla Industrial Area, Phase - II, New Delhi - 110 020

Phone No.: +91-11-26387281/82/83 E-mail: info@masserv.com

ii. Registered Office: Simbhaoli, District Hapur, Uttar Pradesh- 245 207

Phone No. +91-5731-226411/223118

E-mail: kamal@simbhaolisugars.com

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

i. Number of complaints filed during the financial year: Nil

ii. Number of complaints disposed of during the financial year: Nil

iii. Number of complaints pending as on end of the financial year: Nil

Discretionary requirements as specified in Part E of Schedule II of SEBI [Listing Obligations and Disclosure Requirements] Regulations, 2015:

a. Maintaining Non-Executive Chairmans Office: Not

Applicable as the Chairman is a promoter Executive Director.

b. Shareholder Rights: The Companys quarterly and half yearly results are published in the newspapers and also uploaded on its websiteand in Stock Exchange websites. Therefore, no individual communications are sent to the shareholders in this regard.

c. Modified opinion(s) in audit report: The Auditors opinion on the consolidated financial statements is not modified in respect of the mentioned matters in the audit reports (Forming part of this Report)

Non-mandatory requirements

Non-mandatory requirements of the Listing Regulations have been adopted by the Company to the extent they are in line with the nature of business activities of the Company.

Nomination

The prescribed form for nomination can be obtained from the Company/Transfer agent. Nomination facility in respect of shares held in electronic form is also available with depository participant as per the bye-laws and business rules applicable to NSDL and CDSL.

Unclaimed dividend and interest

There is no unclaimed dividend and interest outstanding at the end of the financial year. The amount of dividend/debenture installment or interest thereon remaining un-claimed for a period of seven years has been transferred to the credit of investors education and protection fund.

CEO AND CFO CERTIFICATION

The Chief Operating Officer and Chief Financial Officer of the Company have submitted the annual certificate on financial reporting and internal controls to the Board in terms of the Listing Regulations, which form part of this report. The Key Managerial Personnel place before the meetings of the Board the quarterly certificates on compliances in terms of the Companies Act, Listing Regulations, and other corporate laws, as applicable to the Company.

Certificate on Compliance with Code of Conduct

We hereby confirm that the Company has obtained an affirmation from all the members of the Board and management personnel that they have complied with the Code of Conduct for the financial year 2019-20.

For and on behalf of Board of Directors
of Simbhaoli Sugars Limited
Gurmit Singh Mann
Place : Noida Chairperson
Date : July 30, 2020 (DIN - 00066653)