Simmonds Marshall Ltd Management Discussions.

BUSINESS OVERVIEW:

The main business of the Company is manufacturing and sale of Industrial Fasteners used in Auto Industry, railways, white goods, farm equipment amongst others.

OPPORTUNITIES, THREATS, OUTLOOK, RISKS AND CONCERNS:

The Company expects the first half of fiscal year 2019-20 to be subdued. The consumer sentiment is affected to some extent by the sustained high fuel prices. Economic indications are suggesting slackening of demand and investment activity. Therefore, the growth projections have been revised downwards from 7.4% to 7.2% for the fiscal year 2019-20. However, the policy measures to tackle the slowdown have been swift and the macroeconomic fundamentals are strong. India is hoping to maintain its growth trajectory and remain one of the fastest growing economies.

In 2019-20, the consumer sentiment is expected to turn optimistic which augurs well. The Central Bank has undertaken USD auction to provide Rupee liquidity support to Banks which will spur lending. The cost of ownership of BS VI vehicles is expected to be high. The fleet owners are expected to pre-buy during Q3 and Q4 prior to migration from BS IV to BS VI from 1st April 2020. Also, with the prediction of "near normal" monsoon this year, tractor segment, two and three wheeler plus light commercial vehicle segment are expected to do well in Q2 and Q3.

EXPORTS:

The Company is fast consolidating its resources to build a significant market presence in the international arena. Exports during the year stood at Rs.1707.06 Lakhs and we are expecting an impressive increase in current year.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Internal Control Systems are designed to ensure the reliability of financial and other records and accountability of executive action to the managements authorization. The internal control systems are reviewed by the top management and by the audit committee of the board and proper follow up action is ensured wherever required. Regular audit committee meetings are held where statutory auditors as well as internal auditors participate and internal audit reports are discussed and reviewed. The internal audit of the transactions of the Company is carried out and the company is planning to enlarge the scope of work of the internal auditors.

FINANCIAL AND OPERATIONAL PERFORMANCE:

During the year under review, the Company has achieved the Total Revenue of Rs. 18266.39 Lakhs as against the Total Revenue of Rs. 17580.26 Lakhs in the previous year. The Company has earned net profit before tax of Rs.773.84 Lakhs during the year as against the net profit before tax of Rs. 1441.18 Lakhs in the previous year.

Details of significant changes in key financial ratios:

Key Ratios Unit of measurement Current year 2018-19 Previous year 2017-18 Significant change compared with previous year i.e.25% or more Detailed explanation for significant change
1 Debtors Turnover Days 85 88 N.A. N.A.
2 Inventory Turnover Days 96 71 YES • Due to stocking of raw material inventory in anticipation of price increase • Lower sales/ schedule on account of downturn in auto sector
3 Interest Coverage Ratio Times 2.97 5.21 YES On account of Lower profit during the year
4 Current Ratio Times 1.84 1.92 N.A. N.A.
5 Debt Equity Ratio Times 0.51 0.38 YES Due to Increase in working capital borrowings & new term loan taken during the year.
6 Operating Profit Margin (%) % 5.93 9.80 YES Decrease in operating margin on account of raw material price increase, higher employment cost and lower sales/ schedule.
7 Net Profit Margin (%) % 2.94 5.52 YES
8 Return on Net Worth % 7.92 15.31 YES

HUMAN RESOURCES, INDUSTRIAL RELATIONS, LEARNING AND DEVELOPMENT:

The Company believes that Human Resources are its key assets. The total number of employees of the Company is three hundred and twenty seven. The Companys HR policy focuses on developing the skill and competencies of all the employees, facilitating team work and total employee involvement, providing a happy work environment to the employees and support to their families and remaining a socially responsible Company contributing to the society.

Learning is given the utmost importance in the Company. Training programs focus on improving employees current skills and competencies as well as developing them for their future roles as part of their career development. The Company ensures overall development of every employee and all inputs are provided to reach the expert level of their skill and competency.

In the Company, HR processes are aligned to make employees feel that they are a part of the Company family. The Company creates the platform for employees to voice their opinion and make suggestions to improve the working environment. The Company maintains regular communication with employees to make them feel connected with the Company and perform their jobs most effectively.

The Company focuses on inculcating the habit of continuous improvement and motivating employees to participate in improvement activities for the organisation. The Company continues to maintain its record of industrial harmony.

HEALTH, SAFETY AND ENVIRONMENT:

The Company strives to manufacture products with zero pollution and zero accidents, by continuously improving its environmental and occupational health and safety management systems. The Company accords paramount importance to the health and safety of its employees. Major factories have obtained certification for conformance to ISO 45001-2018 (Occupational Health and Safety Management System). Manufacturing facility is also certified with ISO 14001-2015 (Environmental Management System).

CAUTIONARY STATEMENT:

Statement in the Management Discussion and Analysis describing the Companys objectives, expectations, estimates or predictions may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied. Important developments that could influence the Companys operations include a downtrend in the automobile industry - global or domestic or both, significant changes in political and economic environment in India or key markets abroad, tax laws, litigation, labour relations, foreign currency fluctuations and interest costs.

REPORT ON CORPORATE GOVERNANCE:

Report on Corporate Governance in accordance with regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations, 2015 (Listing Regulations), and forming Part of the Directors Report for the year ended March 31, 2019.

CORPORATE GOVERNANCE AND STATEMENT ON COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE:

Simmonds Marshall Limited ("the Company") is committed to do business in an efficient, responsible, honest and ethical manner. The core values of the Companys Governance process include independence, integrity, accountability, transparency, responsibility and fairness.

Simmonds Marshall Limited is focused towards its vision of:

• Inspiring, nurturing and empowering the next generation of professionals.

• Achieving continuous improvements through innovation and state of the art technology.

• Committing to highest standards in health, safety, security and environment.

The Corporate Governance structure specifies the distribution of rights, responsibilities and powers among different participants in the corporation. All strategic decisions regarding investment, diversification, major decisions regarding procurement, commercial and finance are preceded ahead after approval of the Board.

The Company is committed to enhance shareholders value in the fair and transparent manner and has been in the forefront for bench marking itself with the best business practices globally.

Strong Governance has indeed helped the Company to deliver wealth to its shareholders in the form of uninterrupted dividends.

BOARD OF DIRECTORS:

a) Composition and Committee

The composition of the Board is in compliance with the provisions of the Companies Act, 2013. As on March 31, 2019 the Board consists of Six Directors. Besides the Chairman who is Executive Director, the Board comprises of Two Executive Directors and three Non-Executive Independent Directors including one Woman Director. The composition of the Board represents an optimal mix of eminent personalities from various walks of life having rich experience in the field of marketing, finance, industry, business and management.

The Board met Four (4) times during the year on May 30, 2018, August 14, 2018, November 2, 2018 and February 14, 2019 and the gap between two meetings did not exceed the statutory period laid down by the Companies Act, 2013 and the Secretarial Standard-I issued by the Institute of Company Secretaries of India i.e. One hundred twenty days. The necessary quorum was present for all the meetings.

The names and categories of the Directors on the Board, their attendance at board meetings and Annual General Meeting held during the year and the number of directorships and committee chairmanships / memberships held by them in other public companies as on March 31, 2019 are given herein below.

Name of Director Category No. of Board Meeting attended Attendance at last AGM No. of companies in which directorships is held No. of committee position held in public companies Name of other listed entities where the directors of the Company are director and the category of their Directorship
Public Private Member Chairman Other Listed Entity Category
1. Mr. S. J. Marshall Promoter and Executive Director 4 Yes 1 8* -- - "
2. Mr. N. S. Marshall Promoter and Managing Director 4 Yes 3 10** 4 1 • Ador Fontech Limited • Ador Multi Products Limited • Non-Executive - Independent Director • Non-Executive - Independent Director
3. Mr. I. M. Panju Whole Time Director 3 Yes 1 5 -- -- -- --
4. Mr. S. C. Saran Non-Executive Independent Director 2 No 4*** 2 4 • Hindustan Hardy Limited • Executive / Chairman
6. Mr. F. K. Banatwalla Non-Executive Independent Director 4 Yes 3 12 5 4 • Josts Engineering Co. Limited • Uni Abex Alloy Products Limited • Non-Executive - Independent Director • Non-Executive - Independent Director
7. Ms. A. V. Chowdhury Non-Executive Independent Director 3 No 1 3 1

* 2 Companies out of 8 are under liquidation process.

**2 Companies out of 10 are under liquidation process.

***2 Companies out of 4 are unlisted public Company.

Relationships between Directors inter-se

Mr. S.J. Marshall is related to Mr. N.S. Marshall as father and to Mr. I.M. Panju as father- in-law. None of the other Directors except as aforementioned are related to each other.

Shareholding of Non- Executive Independent Directors

None of the Non-Executive Independent Directors hold Equity Shares of the Company in their own name.

Note: Membership/Chairmanship in only Audit Committee and Stakeholders Relationship Committee including Simmonds Marshall Limited has been considered for Committee positions as per the Listing Regulations.

None of the Directors is a Director in more than 10 Public Limited Companies or acts as an Independent Director in more than 7 Listed Companies. Further, none of the Director acts as a member of more than 10 committees or acts as a Chairman of more than 5 committees across all Public Limited Companies.

b) Minimum information being placed before the Board on occurrence of specific events :

The Board has complete access to all information with the Company.

All Board meetings are governed by a structured agenda which is backed by comprehensive background information. Inter-alia, the following information is regularly provided to the Board, as part of the agenda papers well in advance of the Board meetings, or is tabled in the course of the Board meeting:

- Annual operating plans and budgets and any updates.

- Capital budgets and any updates.

- Quarterly results for the Company.

- Minutes of meetings of audit committee and other committees of the board.

- The information on recruitment and remuneration of senior officers just below the board level, including appointment or removal of Chief Financial Officer and the Company Secretary.

- Show cause, demand, prosecution notices and penalty notices which are materially important.

- Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

- Any material default in financial obligations to and by the Company, or substantial non-payment for goods sold by the Company.

- Any issue, which involves possible public or product liability claims of substantial nature, including any judgment or order which, may have passed strictures on the conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.

- Details of any joint venture or collaboration agreement

- Any transactions that involves substantial payment towards goodwill, brand equity, or intellectual property.

- Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

- Sale of material nature, of investments, subsidiaries, assets, which is not in normal course of business.

- Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

- Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as nonpayment of dividend, delay in share transfer etc.

The Board has an effective post meeting follow up procedure. The Action taken report on the decisions taken in a meeting is placed at the immediately succeeding meeting for information of the Board.

The Board has established procedures to enable the Board to periodically review Compliance reports of all laws applicable to the Company, prepared by the Company, as well as steps taken by the Company to rectify instances of non-compliance.

The performance evaluation of the Independent Directors has been carried out by the entire Board of Directors to its satisfaction. In the above evaluation process the directors, who were subjected to evaluation did not participate.

c) Board Procedures:

The Agenda is circulated well in advance to the Board of Directors. The items in the Agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. The Board is also kept informed of major events/items and approvals taken wherever necessary. At the Board meetings, the Board is apprised of the overall performance of the Company.

AUDIT COMMITTEE:

The Audit Committee of the Company is constituted in accordance with the Regulation 18 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 read with Section 177 of the Companies Act, 2013 comprising of Four qualified members (i.e. 3 Independent Directors and 1 Executive Director). All the members have financial and accounting knowledge.

The Committee acts as a link between the Management, the Internal Auditors, the Statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of Directors before its adoption by the Board, review of the internal control system, audit methodology and process, major accounting policies and practice, compliance with accounting standards. Committee also reviews the legal compliance reporting system.

a) The terms of reference of the Audit Committee in accordance with section 177 (4) and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are as under:

• Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

• Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

• Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

• Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

• Review and monitor the auditors independence and performance, and effectiveness of audit process;

• Approval or any subsequent modification of transactions of the Company with related parties;

• Scrutiny of inter-corporate loans and investments;

• Valuation of undertakings or assets of the Company, wherever it is necessary;

• Evaluation of internal financial controls and risk management systems;

• Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

• Reviewing the adequacy of internal audit functions

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the Whistle Blower mechanism;

• Approval of appointment of CFO (i.e., the Whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

• Management discussion and analysis of financial condition and results of operations;

• Statement of significant related party transactions (as defined by the Audit Committee), submitted by management, if any;

• Management letters / letters of internal control weaknesses issued by the statutory auditors, if any;

• Internal audit reports relating to internal control weaknesses, if any.

• Statement of deviations, if any; in terms of Regulation 32(1) & 32(7) of the Listing Regulations.

• Review of appointment, removal and terms of remuneration of the Internal Auditors.

b) Composition & Meetings:

The Committee met Four (4) times during the year on May 30, 2018, August 14, 2018, November 2, 2018

and February 14, 2019 and the gap between two meetings did not exceed one hundred twenty days. The

necessary quorum was present for all the meetings.

The composition of the Audit Committee and the details of meetings attended by its members are given

below:

Name of the Members Category

Audit Committee Meetings (2018-2019)

No. of Meetings No. of Meetings
May 30, 2018 Aug 14, 2018 Nov 2, 2018 Feb 14, 2019 entitled to attend Attended
Mr. F. K. Banatwalla Chairperson

Non-Executive

Independent

Yes Yes Yes Yes 4 4
Mr. N. S. Marshall Executive Director Yes Yes Yes Yes 4 4
Mr. S. C. Saran Non-Executive

Independent

No Yes No Yes 4 2
Ms. A. V. Chowdhury Non-Executive

Independent

Yes No Yes Yes 4 3

The Audit Committee invites executives, as it considers appropriate particularly the head of the finance function, representatives of the statutory auditors to be present at its meetings. The Company Secretary acts as the secretary to the Audit Committee.

The previous Annual General Meeting (AGM) of the Company was held on September 26, 2018 and was attended by Mr. F. K. Banatwalla, Chairperson of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted in accordance with the section 178 of the Companies Act, 2013 and Regulation 19 of Listing Regulations read with Section 178 of the Companies Act, 2013. The Committee comprises of three (3) Non-Executive Independent Directors as a Members.

a) Terms of Reference of Nomination and Remuneration Committee, inter-alia is as follows:

- Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

- Act as Selection and Compensation Committee to evaluate suitability of candidates for various senior positions and determine appropriate compensation package for them. Selection of related persons whether or not holding place of profit in the Company to be carried out strictly on merit and where applicable, be subjected to review by the Audit Committee of and/or the Board with approval at each stage being obtained by disinterested Independent Directors only.

- Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. Removal should be strictly in terms of the applicable law/s and in compliance of principles of natural justice.

- Formulation of criteria for evaluation of Independent Directors and the Board.

- Devising a policy on the Board diversity.

- Recommend to the Board, remuneration including salary, perquisite and commission to be paid to the Companys Executive Directors on an annual basis or as may be permissible by laws applicable.

- To decide whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

- Recommend to the Board, the Sitting Fees payable for attending the meetings of the Board/ Committee thereof, and, any other benefits such as Commission, if any, payable to the Non- Executive Directors.

- Setting the overall Remuneration Policy and other terms of employment of Directors, wherever required.

- Whether to extend or continue the term of appointment of the independent directors, on the basis of the report of performance evaluation of independent directors.

The role of the committee has been defined as per section 178(3) of the Companies Act, 2013 and Listing

Regulations.

b) Composition & Meetings

The Committee met Three (3) times during the year on May 30, 2018, November 2, 2018 and February 14,

2019. The necessary quorum was present at the meeting.

The composition of the Nomination and Remuneration Committee and the details of meetings attended

by its members are given below:

Name of the Members Category Nominat Com ion & Remu mittee Meel (2018-2019 neration ings No. of Meetings entitled to attend No. of Meetings Attended
May 30, 2018 Nov 2, 2018 Feb 14, 2019
Mr. S. C. Saran Chairperson Non-Executive Independent No No Yes 3 1
Mr. F. K. Banatwalla Non-Executive Independent Yes Yes Yes 3 3
Ms. A. V. Chowdhury Non-Executive Independent Yes Yes Yes 3 3

c) Nomination and Remuneration Policy:

- To ensure that the level and components of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and other employees of the quality required to run the Company successfully.

- No director/KMP/ other employee is involved in deciding his or her own remuneration.

- The trend prevalent in the similar industry, nature and size of business is kept in view and given due weightage to arrive at a competitive quantum of remuneration.

- It is to be ensured that relationship of remuneration to the performance is clear & meets appropriate performance benchmarks which are unambiguously laid down and communicated.

- Improved performance should be rewarded by increase in remuneration and suitable authority for value addition in future.

- Remuneration packages should strike a balance between fixed and incentive pay, where applicable, reflecting short and long term performance objectives appropriate to the Companys working and goals.

- Following criteria are also to be considered:-

• Responsibilities and duties;

• Time & efforts devoted;

• Value addition;

• Profitability of the Company& growth of its business;

• Analyzing each and every position and skills for fixing the remuneration yardstick;

• Standards for certain functions where there is a scarcity of qualified resources.

• Ensuring tax efficient remuneration structures.

• Ensuring that remuneration structure is simple and that the cost to the Company (CTC) is not shown inflated and the effective take home remuneration is not low.

• Other criteria as may be applicable.

- Consistent application of remuneration parameters across the organisation.

- Provisions of law with regard making payment of remuneration, as may be applicable, are complied.

- Whenever, there is any deviation from the Policy, the justification /reasons should also be indicated / disclosed adequately.

d) Details of remuneration paid to Executive Directors for the year ended March 31,2019:

The Company pays remuneration to its Chairman, Managing Director and its Whole time Director by way of Salary, commission, perquisites and allowances. Salary is paid within the range as approved by the Shareholders and as per Schedule V to the Companies Act, 2013. The Board approves all the revisions in salary, perquisites and allowances subject to the overall ceiling prescribed by Section 197 and 198 of the Companies Act, 2013. The Non-Executive Independent Directors have not been paid any remuneration except sitting fees during the Financial Year 2018-19.

The details of remuneration paid to executive directors during the financial year 2018-19 are given below:

(Amount in Lakhs)

Particulars S.J. Marshall N. S. Marshall I. M. Panju
Salary 38.60 53.11 3.24
Fixed Components:
Contribution to Provident Fund, etc. -- 16.79 0.96
Commission 4.25 4.25 --
Total 42.85 74.15 4.20

e) Details of remuneration paid to Directors for the year ended March 31, 2019:

Non-Executive Directors are paid sitting fees of Rs. 10,000/- for attending the meeting of Board of Directors.

The details of remuneration paid to Non-Executive directors during the financial year 2018-19 are as follows:

Particulars S. C. Saran F. K. Banatwalla A. V. Chowdhury
Sitting Fees 20,000 40,000 30,000
Shareholding in the Company -- -- --

The Company does not have any stock option plans and hence such instrument does not form part of the remuneration package payable to any Executive Director and / or Non-Executive Director.

During the period under review, none of the directors were paid any performance linked incentive.

The performance of Independent Directors was evaluated on the following criteria:

• Exercise of independent judgment in the best interest of Company;

• Ability to contribute to and monitor corporate governance practice;

• Adherence to the code of conduct for independent directors.

The entire Board of Directors carried out the performance evaluation of the Independent Directors on various parameters like engagement, analysis, decision making, communication and interest of stakeholders. In the evaluation process the Directors, who were subjected to evaluation did not participate.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted in accordance with the Regulation 20 of Listing Regulations read with Section 178 of the Companies Act, 2013.

The role and functions of the Stakeholders Relationship Committee are the effective redressal of grievances of shareholders, debenture holders and other security holders including complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends. The Committee overviews the steps to be taken for further value addition in the quality of service to the investors.

The Company has designated the e-mail ID: secretarial@simmondsmarshall.com exclusively for the purpose of registering complaint by investors electronically. This e-mail ID is displayed on the Companys website i.e. www.simmondsmarshall.com

The following table shows the nature of complaints received from the shareholders during the years 2018-2019.

Nature of Complaints Received Disposed off Pending
1 Non receipt of Share Certificate 1 1 --
2 Non receipt of Demat Rejected S/Cs -- -- --
3 Non receipt of Dividend Warrant -- -- --
4 Non receipt of Annual Report -- -- --
5 Others 1 -- 1
Total 2 1 1

The Company is in process of resolving the pending complaints as on 31st March, 2019.

Composition & Meetings

The Committee met Four (4) times during the year on May 30, 2018, August 14, 2018, November 2, 2018 and February 14, 2019. The necessary quorum was present at the meeting.

The composition of the Stakeholders Relationship Committee and the details of meetings attended by its members are given below:

Name of the Members Category

Stakeholder Relationship Committee Meetings (2018-2019)

No. of Meetings held No. of Meetings Attended
May 30, 2018 Aug 14, 2018 Nov 2, 2018 Feb 14, 2019
Mr. F. K. Banatwalla Chairperson

Non-Executive

Independent

Yes Yes Yes Yes 4 4
Mr. S. C. Saran Non-Executive

Independent

No Yes No Yes 4 2
Mr. N. S. Marshall Executive

Director

Yes Yes Yes Yes 4 4

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee of the Company in accordance with the provisions of section 135 of the Companies Act, 2013. The Committee meets as and when required. The Committee will devise / recommend to the Board which shall indicate activities, programmes, projects which shall be undertaken by the company as specified in Schedule VII of the Companies Act, 2013. The activities / programmes undertaken by the Company and the amount spent by the Company are given in the Annexure to the Directors Report. This policy can be accessed from the Companys website www.simmondsmarshall.com .

Composition & Meetings

The Committee met once time during the year on May 30, 2018. The necessary quorum was present at the meeting.

The composition of the Corporate Social Responsibility Committee and the details of meetings attended by its members are given below:

Name of the Members Category Corporate Social Responsibility Committee (2018-2019) May 30, 2018 No. of Meetings entitled to attend No. of Meetings Attended
Mr. S. C. Saran Chairperson Non-Executive Independent No 1
Mr. N. S. Marshall Executive Director Yes 1 1
Ms. A. V. Chowdhury Non-Executive Independent Yes 1 1

INDEPENDENT DIRECTORS MEETING:

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013 and the Listing Regulations, the Independent Directors of the Company shall hold atleast one meeting in a year without the presence of Non Independent Directors and members of the management. All the independent directors shall strive to be present at such meeting.

The independent directors in their meeting shall, inter alia-

(a) review the performance of non-independent directors and the board of directors as a whole;

(b) review the performance of the chairman of the listed entity, taking into account the views of executive directors and non-executive directors;

(c) assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

Independent Directors met once during the year on February 14, 2019, where all the Independent Directors were present.

Familiarization Programme for Independent Directors:

The Company has framed a policy for familiarization programme for Independent Directors and the same is disclosed on the website of the Company i.e. www.simmondsmarshall.com

Chart or matrix setting out skills/expertise/competence of the Board of Directors:

Confirmation of Board for the independence of Independent Directors:

In the Opinion of Board, the Independent Directors fulfil the conditions specified in the (Listing Regulations and are independent of the Management).

OTHER POLICIES MANDATED UNDER LISTING REGULATIONS:

Archival Policy - In Compliance with Regulation 30(8) of Listing Regulations, the Company shall disclose on its website all such events, information which has been disclosed to the Stock Exchange(s) under Regulations 30. Such disclosures shall be posted on website of the Company for minimum five years and thereafter determine further action as per the archival policy of the Company. This policy can be accessed from the Companys website - www.simmondsmarshall.com .

Policy for Preservation of Documents - In Compliance with Regulation 9 of Listing Regulations, the Board of Directors has adopted policy on preservation of Documents. This policy for preservation of Documents can be accessed from the Companys website www.simmondsmarshall.com .

Policy for Determining Materiality of Events - In Compliance with Regulations 30 of Listing Regulations, the Board of Directors has adopted a policy on Determining Materiality of Events or information. The objective of this policy is to ensure timely and adequate disclosure of events or Information. This Policy can be accessed from the Companys website www.simmondsmarshall.com .

Policy on Board Diversity - The Company recognizes and embraces the benefit of having a diverse Board of Directors and views increasing diversity at the Board level as an essential element in maintaining competitive advantage in the Business in which it operates. This Policy can be accessed from the Companys website www.simmondsmarshall.com .

GENERAL BODY MEETINGS:

a) *Annual General Meeting:

The particulars of Annual General Meetings of the Company held in last three years are as under:

Financial Year Date Time Venue
31/03/2018 26/09/2018 11:30 A.M Kwality Restaurant, Mumbai - Pune Road, Chinchwad , Pune - 411 019.
31/03/2017 08/09/2017 12.00 Noon Kwality Restaurant, Mumbai - Pune Road, Chinchwad , Pune - 411 019.
31/03/2016 20/09/2016 12.00 Noon Ador Welding Academy Pvt. Ltd., A-108, H Block, MIDC, Near Morwadi Court, Pimpri, Pune- 411 018.

*Whether any Special Resolution passed in previous 3 AGMs:

Date of AGM Description of Special Resolution:
26/09/2018 (i) Special resolution for re-appointment of Mr. F. K. Banatwalla as Independent Director for a second term of 5 consecutive years
(ii) Special resolution for re-appointment of Mr. S. C. Saran as Independent Director for a second term of 5 consecutive years
08/09/2017 (i) Special resolution for re-appointment of Mr. S. J. Marshall as Chairman of the Company for a period of 3 years.
20/09/2016 No Special resolution was passed

b) Extra Ordinary General Meeting:

No extraordinary general meeting of the members was held during the year 2018-19.

c) Postal Ballot:

During the year, no Resolution was passed through Postal Ballot.

MEANS OF COMMUNICATION:

i. Quarterly results: Results are submitted to Stock Exchanges electronically as provided by the respective exchange & published in newspapers and uploaded on the Companys website.

ii. Newspapers wherein results normally published: Navshakti and Free Press Journal

iii. Any website where displayed : www.simmondsmarshall.com .

iv. Whether it also displays official news releases : No official news release was made

v. The presentations made to institutional investors or to the analysts : No presentations were made during the year.

GENERAL SHAREHOLDERS INFORMATION:

a) 59th Annual General Meeting schedule to be held on

DAY & DATE : Friday, September 13, 2019.
TIME : 11:00 a.m.
VENUE : Kwality Restaurant, Mumbai - Pune Road, M.I.D.C., Chinchwad, Pune - 411 019

b) Financial Year:

The Company follows the period of April to March, as the Financial Year. Tentative Financial calendar for the financial year 2019-20 is as under:

Financial Reporting for the Financial Year 2019-20 Tentative month of reporting
Un-audited Financial Results for the quarter ending June 30, 2019 On or before August 14, 2019
Un-audited Financial Results for the quarter and half year ending September 30, 2019 On or before November 14, 2019
Un-audited Financial Results for the quarter and nine months ending December 31,2019 On or before February 14, 2020
Audited Financial Results for the quarter and year ending March 31, 2020 On or before May 30, 2020

c) Book Closure:

The Register of Members and Share Transfer Books will remain closed from September 7, 2019 to September 13, 2019 (both days inclusive) for the purpose of AGM.

d) Dividend Payment Date: On and after September 18, 2019

e) Listing on Stock Exchanges:

Equity Shares of the Company are listed on BSE Limited, Mumbai (BSE). Annual listing fee for the financial year 2018-2019 has been paid to the BSE Limited, Mumbai.

f) Stock Code:
BSE Limited, Mumbai
Scrip Name : Simmonds Marshall Limited.
Scrip Code :507998
Electronic Mode (ISIN) : INE657D01021
Depository Connectivity : NSDL and CDSL.
ISIN no for the companys security : INE657D01021

g) Stock Price / Market Price Data:

Month wise high and low price of the Companys Shares at BSE Limited (BSE) from April, 2018 to March, 2019 are as under:

 

 

Companys Share [Rs.]

BSE Sensex

Month High Low High Low
April, 2018 154.90 115.00 35213.30 32972.56
May,2018 149.50 112.75 35993.53 34302.89
June, 2018 140.00 114.30 35877.41 34784.68
July, 2018 121.95 107.80 37644.59 35106.57
August, 2018 118.70 98.20 38989.65 37128.99
September, 2018 113.70 95.15 38934.35 35985.63
October, 2018 104.00 87.60 36616.64 33291.58
November, 2018 100.00 88.40 36389.22 34303.38
December, 2018 93.70 81.00 36554.99 34426.29
January, 2019 96.40 75.10 36701.03 35375.51
February, 2019 86.15 67.00 37172.18 35287.16
March, 2019 90.00 71.00 38748.54 35926.94

h) Performance in comparison to broad-based indices such as BSE Sensex, CRISIL index etc.

i) Registrar to an issue and Share Transfer Agents:

SHAREX DYNAMIC (INDIA) PRIVATE LIMITED C-101, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai-400083 Tel: 022 2851 5606 / 2851 5644 E-mail: support@sharexindia.com

j) Share Transfer System:

Share Transfer Requests are received at the registered office of the Company as well as directly at RTAs office. RTA does the verification and processing of documents. In order to comply with the requirements of SEBI Circular Nos.CIR/MIRSD/8/2012 dated July 5, 2012 to effect transfer of shares within 15 days, the RTA has been authorised to process, approve and effect transfer of shares on behalf of the Company at fortnightly intervals. The share certificates duly endorsed for transfer are returned to shareholders within stipulated time of 30 days.

k) Shareholding as on March 31, 2019 i) Shareholding pattern as on March 31, 2019:

The shareholding of different categories of the shareholders as on March 31,2019 is given below:

Category No. of shares held % of shareholding
Promoters & Promoter Group 6509990 58.125
Banks /MF /UTI/FI/FIIs/FPI 98574 0.880
Bodies Corporate 873264 7.797
Indian Public 3429458 30.620
NRI / OCBs 120638 1.077
Clearing Members 27576 0.246
Central Government (IEPF) 140500 1.255
Total 11200000 100.000

ii) Distribution of Shareholding as on March 31, 2019:

No. of Equity Shares held No. of Shareholders No. of Shares held % of Equity Capital
Upto 500 3661 688351 6.146
501-1000 449 383336 3.422
1001-5000 509 1089511 9.728
5001-10000 61 436785 3.900
10001 & 100000 44 1246862 11.133
100001 & above 9 7355155 65.671
Total 4733 11200000 100.000

l) Dematerialization of Shares:

Trading in Equity Shares of the Company is permitted only in dematerialized form with effect from January 29, 2001 as per notification issued by the Securities & Exchange Board of India(SEBI). As on March 31, 2019, out of total Equity Capital 11,200,000 Equity Shares, 10,813,860 Equity Shares representing 96.55% of the total Equity Shares are held in de-materialized form with NSDL and CDSL.

m) Liquidity: Average Monthly Trading of the Companys Shares on BSE during the year:

Number of Trades: 1676

Number of Shares: 186205 Equity Shares

n) Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact on equity: The Company has not issued any GDRs / ADRs or any warrants in the past and hence as on March 31,2019, the Company does not have any outstanding GDRs / ADRs or any warrants.

o) Commodity price risk or foreign exchange risk and hedging activities - Market driven

p) Plant Locations: Mumbai Pune Road, Kasarwadi, Pune- 411 034.

q) Address for Correspondence:

SIMMONDS MARSHALL LIMITED

Mumbai Pune Road, Kasarwadi,Pune- 411 034

E-mail: secretarial@simmondsmarshall.com Telephone Nos: 020-30782150

r) Credit Rating : During the Financial Year the Company has obtained Credit Rating form CRISIL, which has affirmed Long Term Rating of [CRISIL BBB+] and Short Term Rating of [CRISIL A2] on Rs. 65 Crores Loan Facilities.

OTHER INFORMATION / DISCLOSURES

a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large: None of the transactions with any of the related parties were in conflict with the interests of the Company.

b) Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years; None

c) Details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee: Pursuant to Section 177 (9) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations the Company has adopted a Vigil Mechanism/Whistle Blower Policy. The Company believes in professionalism, transparency, integrity and ethical behavior and had thus established a Whistle Blower Policy to facilitate employees to report concerns of any unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. No person has been denied access to the Audit Committee.

d) Details of compliance with mandatory requirements and adoption of the non-mandatory requirements: The Company has complied with all mandatory requirements of Listing Regulations and has implemented the following non mandatory requirements:

• The Board: Not Applicable since the Company has an Executive Chairman

• Shareholders Rights: Presently the Company is not sending half yearly communication.

• Modified opinion(s) in the Audit Report: It is always the Companys endeavor to present unqualified financial statements. There are no audit modified opinions in the Companys financial statement for the year under review.

• Separate posts of Chairman and CEO: The Company is already having separate posts for Chairman/ CEO and Managing Director.

• Reporting of Internal Auditor : The Internal Auditor is directly reporting to Audit Committee

e) Web link where policy for determining material subsidiaries is disclosed: Not Applicable

f) Web link where policy on dealing with related party transactions: www.simmondsmarshall.com

g) Non Compliance of any requirement of corporate governance report of sub-paras (2) to (10) of Para C of corporate governance report of schedule V annual report of listing regulations: None

h) Disclosure to the extent to which the discretionary requirements as specified in part e of schedule ii have been adopted: As per Details Given under Point (d) - Non Mandatory Requirements.

i) Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A). Not Applicable

j) A certificate from M/s. GMJ & Associates, Company Secretary in practice have been obtained and certifying that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/ Ministry of Corporate Affairs or any such statutory authority.

k) Where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year. Not Applicable

l) Total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part: Details relating to fees paid to the Statutory Auditors are given in Note 36 to the Standalone Financial Statements and Note 36 to the Consolidated Financial Statements.

m) Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of number of complaints filed and disposed of during the year and pending as on March 31,2019 is given in the Directors report.

n) Disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 shall be made in the section on corporate governance of the annual report: Company has complied with the Corporate Governance Requirements specified in Regulation 17 to 27 and in accordance with Regulation 46(2) of SEBI Listing Regulations, required information has been hosted on the Companys website www.simmondsmarshall.com .

o) Prevention of Insider Trading:

The Company has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct to regulate, monitor and report trading in securities of the Company by its employees and other connected persons. In Compliance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended time to time.

During the year, aforesaid Codes were amended to align them with the amendments to SEBI (Prohibition of Insider Trading) Regulations, 2015. As per the amended Codes, the Company has also adopted requisite policies on determination of legitimate purpose and inquiry in case of leak or suspected leak of unpublished price sensitive information and the same are uploaded on the website of the Company www.simmondsmarshall.com

p) CEO / CFO Certification:

Managing Director/Chief Financial Officer (CFO) have issued certificate as specified in Part B of Schedule II of the regulation 17(8) SEBI (Listing Obligations and Disclosure Requirements),Regulations, 2015 for the financial year ended March 31,2019 certifying that the financial statements do not contain any materially untrue statement and these statements represent a true and fair view of the Companys affairs.

q) Auditors Certificate on Corporate Governance:

The Company has obtained a Certificate from Mr. Mahesh Soni, Partner of M/s. GMJ & Associates, Company Secretaries of the Company regarding compliance with the provisions relating to the corporate governance laid down in the Listing Regulations. This Certificate is annexed to the report.

r) Declaration:

All the members of the Board and senior Management Personnel of the Company have affirmed due observation of the code of the conduct, framed pursuant to Regulation 26(3) of Listing Regulations with Stock Exchange is so far as it is applicable to them and there is no non-compliance thereof during the year ended March 31, 2019.

For and on behalf of the Board of Directors SIMMONDS MARSHALL LIMITED

Registered Office:

Mumbai-Pune Road, S. J. MARSHALL

Kasarwadi, (DIN: 00085682)

Pune -411 034. CHAIRMAN

May 28, 2019.