Simmonds Marshall Ltd Directors Report.

To

The Members,

Simmonds Marshall Limited

Your Directors have pleasure in presenting the 61st (Sixty first) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2021. The consolidated performance of the Company and its Associate has been referred to wherever required.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs except EPS)

Standalone Consolidated
Particulars Year ended 31.03.2021 Year ended 31.03.2020 Year ended 31.03.2021 Year ended 31.03.2020
Revenue from operation 12418.61 14169.02 13415.08 15155.82
Other Income 46.98 30.58 59.38 31.67
Total Revenue 12465.59 14199.60 13474.46 15187.49
Profit/(Loss) before Finance Cost and Depreciation (291.52) 38.23 (281.51) 23.09
Less: Finance Cost 845.79 541.13 845.79 541.13
Less: Depreciation & Amortization expenses 654.34 538.83 662.83 547.23
Loss Before Tax (1791.65) (1041.73) (1793.77) (1065.27)
Provision for
- Current Tax - - - -
- Deferred Tax - (292.90) (2.02) (315.90)
- Tax pertaining to earlier year (1.61) 22.00 (1.61) 22.00
Net Loss After Tax (1790.04) (770.83) (1790.13) (771.37)
Other Comprehensive Income (Net of tax) 29.97 84.45 29.97 84.45
Total Comprehensive Income After Tax (1820.01) (855.28) (1817.44) (860.12)
Earing Per Share (15.98) (6.88) (15.96) (6.92)

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 reported for the year is Rs. 12465.59 Lakhs as against Rs. 14199.60 Lakhs reported in the previous year. The Company has reported a loss of Rs. 1790.04 Lakhs as against the loss of Rs. 770.83 Lakhs reported in the previous year.

Consolidated Performance:

Total revenue reported for the year is Rs. 13474.46 Lakhs as against Rs. 15187.49 Lakhs reported in the previous year. The Company has reported a loss of Rs. 1787.47 Lakhs as against a loss of Rs. 775.67 Lakhs reported in the previous year.

PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE: FORMEX PRIVATE LIMITED

Formex Private Limited achieved a total turnover of Rs. 598.82 Lakhs as against Rs. 1154.85 Lakhs in the previous year. The Company has reported a profit after tax of Rs. 5.44 Lakhs during the Financial Year as against loss after tax of Rs. 8.77 Lakhs in the previous year.

COMPANYS RESPONSE TO COVID -19:

Due to the global outbreak of COVID-19, a pandemic and following the nation-wide lockdown by the Government of India, the Companys manufacturing facilities were closed since then, the Company has gradually resumed its operations in compliance with the guidelines issued by respective authorities. This has impacted the Companys operations adversely in the year ended March 31, 2021. The Company has taken adequate precautions for safety and wellbeing of the employees while resumption of its operations. The Company has considered the possible effects; that may impact the carrying amounts of inventories, trade receivables and deferred tax assets. In making the assumptions and estimates relating to the uncertainties as at the reporting date in relation to the recoverable amounts, the Company has inter alia considered subsequent events, internal and external information and evaluated economic conditions prevailing as at the date of approval of these financials statements. The Company expects no significant impairment to the carrying amounts of these assets other than those accounted for. The Company will continue to closely monitor any changes to future economic conditions and assess its impact on the operations.

The Board and the Management will continue to closely monitor the situation as it evolves and do its best to take all necessary measures, in the interests of all stakeholders of the Company.

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, 2021.

TRANSFER TO RESERVES:

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

EXPORTS:

During the year under review, the Company exported goods worth F.O.B. Rs. 1005.82 Lakhs against Rs. 1326.98 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.

During the year, the Company has taken unsecured loan from Mr. N. S. Marshall, Managing Director of the Company. The details of the same are given in Notes to the Financial Statements for the year ended March 31, 2021.

The Director has declared that amount has not been given out of the fund acquired by him by borrowing or accepting loans or deposits from others.

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, 2021 was Rs. 10,00,00,000/-(Rupees Ten Crores only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 2/- each.

(ii) Issued & Paid up Share Capital:

The Paid-up Equity Share Capital, as at March 31, 2021 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/- 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, 2021, 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: 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, 2021.

APPOINTMENT:

The Board of Directors on recommendation of the Nomination and Remuneration Committee appointed Mr. Ameet N. Parikh as an Additional Director (Independent capacity) with effect from September 7, 2020. Further, Mr. Ameet N. Parikh was appointed as Non-Executive Independent Director of the Company at the 60th Annual General Meeting held on September 30, 2020 by the members of the Company for a term of five consecutive years.

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 of Directors on the recommendation of the Nomination and Remuneration Committee and by passing Special resolution in the Annual General Meeting held on September 30, 2020 by the Members of the Company have re-appointed Mr. S. J. Marshall as Chairman and Executive Director, Mr. N. S. Marshall as Managing Director and Mr. I. M. Panju as Whole Time Director of the Company w.e.f April 1, 2020.

Further, Ms. Amrita Chowdhury was re-appointed as an Independent Director of the Company for a second term of five consecutive years with effect from April 1, 2021 till March 31, 2026, by passing Special resolution in the Annual General Meeting held on September 30, 2020 by the Members of the Company.

RESIGNATION:

During the year under review, Mr. S. C. Saran, Ex-Independent Director of the Company has resigned w.e.f. July 2, 2020 due to personal reasons and that there are no other material reasons for his resignation.

None of the Directors is disqualified as on March 31, 2021 from being appointed as a Director under Section 164 of the Act. As required by law, this position is also reflected in the Auditors Report.

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.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel:

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

During the Financial Year under review, there was no change in the Key Managerial Personnel of the Company.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company has received declarations from all Independent Directors of the Company that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. Mr. S. C. Saran, Ex-Independent Director of the Company has resigned from his Directorship w.e.f. July 2, 2020 in order to comply with Regulation 16(1)(b)(viii) of the Listing Regulations. The Board with the approval of the Members of the Company appointed Mr. Ameet N. Parikh as an Independent Director w.e.f. September 7, 2020. In the opinion of the Board, all the Independent Directors, fulfill the conditions of independence specified in 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 the Companys Code of Business Conduct & Ethics.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company has one Associate Company i.e. Formex Private Limited within the meaning of Section 2(6) of the Act.

The Associate Company is carrying on the business of Manufacturing of Bolts, Nuts etc. and the Company holds 49% of the Equity Share Capital in Formex Private Limited as on March 31, 2021. There has been no material change in the nature of the business of the Associate Company.

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, 2021.

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, 2021 can be accessed on the website of the Company at www.simmondsmarshall.com.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The Board met 5 (Five) times during the Financial Year 2020-21. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report.

AUDIT COMMITTEE:

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report. There have been no instances during the year where recommendations of the Audit Committee were not accepted by the Board.

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 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 12, 2021.

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 www.simmondsmarshall.com.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is also available on Companys website www.simmondsmarshall.com. 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. 39 of the financial statements which sets out related party disclosures pursuant to IND-AS-24.

AUDITORS:

a) Statutory Auditor

M/s. Lodha & Co., Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company at the 57th Annual General Meeting (AGM) held on September 8, 2017 and will hold office until the conclusion of the 62nd AGM to be held in 2022.

The first proviso to section 139(1) of the Act has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on May 7, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for rati_cation by members at every Annual General Meeting. Hence the Company has not included the rati_cation of statutory auditors in the Notice of AGM.

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 2020-2021 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

REPORTING OF FRAUDS:

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Act read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has re-appointed M/s. SHR & Co., as Internal Auditors of the Company to conduct Internal Audit for the Financial Year 2021-22.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with 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 to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure‘B forms part of this report.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report from M/s. GMJ & Associates, Company Secretaries for the Financial Year ended March 31, 2021.

There has been no qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report /Annual Secretarial Compliance Report by Secretarial Auditor except for the observations which are specified below:

The Company has defaulted under Regulation 33(3) of the Securities and Exchange Board of India (Listing Obligations & Disclosures Requirements) Regulations, 2015 & was unable to submit Un-Audited Financial Results (i.e. Standalone & Consolidated) for the quarter ended December 31, 2020 along with the limited review report to the stock exchange within forty-five days from the end of the December quarter.

Reply by the Board:

Due to various pressing difficult situations on account of COVID-19 pandemic and shifting & consolidation of three factories at new single location in Chakan and upgradation of ERP software Company was unable to submit Un-Audited Financial Results (i.e. Standalone & Consolidated) for the quarter ended December 31, 2020. The Company has approved Un-audited financial results for the quarter ended December 31, 2020 at its Board Meeting held on March 5, 2021 & submitted to BSE. The Company has paid a _ne of Rs. 90,000 /- on April 1, 2021.

d) Cost Auditor

In terms of the provisions of Section 148 of the Act, & 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 2020-21, pertaining to products of the Company as required by the law.

The Cost Audit Report for the Financial Year 2020-2021 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 2021-22, to conduct an audit of its Cost Accounting Records pertaining to said products, at a remuneration of Rs. 2,10,000/- (Rupees Two Lakhs Ten 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 rati_cation, for the remuneration to be paid to Cost Auditor vide Resolution No. 3 of the Notice of the ensuing AGM of the Company pursuant to Section 148 of the Act.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted a Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the Rules). The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the CSR Report is appended as Annexure ‘C and forms part of this report.

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 foster 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 www.simmondsmarshall.com 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), 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 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 afirmed 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 www.simmondsmarshall.com.

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. 1,39,302/- in respect of Financial Year 2012-13.

Further, Pursuant to provision 124(6) of the Act and IEPF Rules, during the year 2020-21, 7501 Equity shares were transferred in respect of which dividend has not been claimed for the Financial Year 2012-13. The details are available on our website www.simmondsmarshall.com.

Nodal Officer

The Company has appointed Mr. Nirmal Gupta, Company Secretary as the Nodal Officer for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The said details are also available on the website of the Company i.e.www.simmondsmarshall.com.

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.

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 ‘D 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 as 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, 2021.

SHIFTING OF REGISTERED OFFICE:

The Board of Directors of the Company at their meeting held on June 30, 2021 has approved to shift the registered office of the Company with effect from July 1, 2021 from "Mumbai-Pune Road, Kasarwadi, Pune - 411034, Maharashtra" to "Plot No. C-4/1, Phase II, Chakan MIDC, Bhamboli, Khed, Pune 410 501, Maharashtra". AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors of the Company has afirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India.

APPRECIATION:

Your Directors would like to express their sincere appreciation to the Companys Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

For and on behalf of the Board of Directors,

SIMMONDS MARSHALL LIMITED

Place: Mumbai N.S. MARSHALL I. M. PANJU
Date: June 30, 2021 (DIN: 00085754) (DIN: 00121748)
MANAGING DIRECTOR WHOLE TIME DIRECTOR