Smiths & Founders (India) Ltd Directors Report

Dear Members,

Your Directors present the Thirty Third Annual Report, together with the Audited Statements of Account for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

During the year under review the Company has achieved the following financial results:

(Rs.in lakhs)

Particulars	31.03.2024	31.03.2023
Revenue from operations	1166.17	1046.21
Other Income	10.60	1.49
Profit / (Loss) before Financial Charges,	112.35	81.13
Depreciation, Taxation and Prior Period items
Less: Depreciation	24.36	24.22
Less: Finance Costs	25.55	31.48
Profit /(Loss) before Taxation and Prior Period items	62.44	25.43
Profit /(Loss) for the year	62.44	25.43
Less: Tax Expenses	0.00	0.00
Net Profit/(Loss) for the year	62.44	25.43
Balance of Profit/(Loss) brought forward from last year	(784.14)	809.57
Profit/(Loss) Carried forward to Balance sheet	(721.70)	(784.14)

2. OVERVIEW OF COMPANY PERFORMANCE:

During the year under review sales has registered an increase of 11.47 % compared to previous year. The profit has increased due to increase in turnover and decrease in finance and administrative costs.

3. DIVIDEND & RESERVES:

In view of carried forward losses, your Directors do not recommend any dividend for the financial year ended March 31, 2024.

4. SHARE CAPITAL:

The Paid Up Capital of the Company as at March 31, 2024 stood at Rs. 10,19,96,525/-. There was no public issue, right issue, bonus issue or preferential issue etc. during the year. The Company has not issued any shares with differential voting rights, sweat equity shares nor has it granted any stock options during the year.

5. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management & Administration) Rules, 2014, is hosted on the Companys website and can be accessed at

https://www.smithsandfoundersindia.com/files/announcement/agm/agm2024/Annexure-a- extract-of-annual-return-mgt-9-2024.pdf. The same report can also be accessed in the Companys website www.smithsandfoundersindia.com and the path for the same is INVESTORS / ANNOUNCEMENTS /AGMs/ 2024:33rd AGM/Annexure A -Extract-of-Annual- Return-MGT-9- 2024.

6. DIRECTORS:

Pursuant to Section 149 of the Companies Act, 2013, appointment of Mr. C.S. Hemachandra as an Independent Director in the Board of the Company, was approved by the members in the previous Annual General Meeting held on 23rd September, 2023, for a period of five years with effect from 02.09.2023 to 01.09.2028.

Mr. V. Parathasarathy (DIN: 06761878) and Mr. Sudhindra N Kalghatgi (DIN: 06994850) have ceased to be Independent Directors of the Company on 13 February 2024, on Completion of their Term. The Board of Directors of the Company places on record sincere appreciation for the long-standing leadership and contribution of Mr. V Parthasarathy Vaidyanathan and Mr. Sudhindra Narayan Kalghatgi towards the success of the Company during their tenure as Independent Directors of the Company.

In accordance with Section 152 of the Companies Act, 2013, Mrs. Shailaja Suresh, (DIN:01326440) Non-Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. The Board recommends her re-appointment, for consideration of the Members of the Company at the ensuing Annual General Meeting.

The Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, other than the above, there was no change in the Board of Directors of the Company.

The present composition of the Companys Board of Directors is as below

Directors	Category
1. Mr. Suresh Shastry	Chairman & Managing Director (Promoter)
2. Mrs. Shailaja Suresh	Non-Executive, Director (Promoter)
3. Mr. R Ramesh Rao	Non-Executive, Independent Director
4. Mr. C.S. Hemachandra	Non-Executive, Independent Director

7. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2023-24, 5 (Five) meetings of the Board were held, details of which are given in the Corporate Governance Report.

8. COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

a) Audit Committee

b) Remuneration and Nomination Committee

c) Stakeholders Relationship Committee &

Details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

9. BOARD EVALUATION:

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of structured evaluation parameters such as, a) the board composition and structure, b) contribution of Directors in the development of strategy and risk management, c) timely and unbiased information, of the right length and quality, provided to the Board, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. Performance of Non- Independent Directors, the Board as a whole and Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

10. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company, www.smithsandfoundersindia.com.

11. FIXED DEPOSITS:

The Company has not accepted fixed deposits from the public and shareholders within the meaning of Section 73(1) of the Companies Act, 2013 and Rules made there under, during the year under review.

12. DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures;

b) the Directors have 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 March 31, 2024 and its profit for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) 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; and

f) 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.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY:

During the year under review the Company has not given any loan, guarantee or made any investment covered under the provisions of Section 186 of the Companies Act, 2013.

14. REMUNERATION AND NOMINATION POLICY:

The Board of Directors 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 also lays down criteria for selection and appointment of Board Members. The Policy is given in Annexure-B and forms an integral part of this report.

15. RELATED PARTY TRANSACTIONS:

During the year under review the Company has not entered into any transaction with any related party attracting the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder. The disclosure required pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC 2 is given in Annexure-C and forms an integral part of this report. Further there are no material related party transactions during the year under review with the Promoter, Directors or Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee and also to the Board for approval.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company, www.smithsandfoundersindia.com.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy of the Company can be accessed on the Companys website at www.smithsandfoundersindia.com

17. RISK MANAGEMENT:

The Company has in place Risk Management Policy according to which the Board of Directors of the Company and the Audit Committee periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

18. CORPORATE SOCIAL RESPONSIBILITY:

No disclosures on Corporate Social Responsibility are required as provision under Section 135 of the Companies Act, 2013 and Rules made thereunder are not applicable to the Company.

19. CORPORATE GOVERNANCE:

As per Regulations 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a Certificate from the Companys Auditors confirming compliance forms an integral part of this Report.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

The Report on Management Discussion and Analysis forms part of this Report. Certain statements in this section may be forward looking. Many factors may affect the actual results, which could be different from that the Directors envisage in terms of the future performance and outlook.

21. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company has complied with Secretarial Standards, SS-1 and SS-2, issued by The Institute of Company Secretaries of India. Secretarial Standard, SS-3 is not applicable to your Company.

22. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the Company has appointed Mr. K N Nagesha Rao, Practicing Company Secretary as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed as Annexure - D and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

23. STATUTORY AUDITORS:

M/s Rao & Emmar, Chartered Accountants were appointed for the first term as the Statutory Auditors of the Company in the 32nd Annual General Meeting of the Company for a term of five years till the conclusion of 37th Annual General Meeting of the Company. However, due to their pre occupation they have tendered their resignation to act as the Statutory Auditors of the Company effective at the Conclusion of the ensuing Annual General Meeting of the Company.

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2024. The statements made by the Auditors in their Report are self-explanatory and do not call for any further comments.

The Board of Directors in the Meeting held on 4th September, 2024 recommended the appointment M/s. SNR & Company, Chartered Accountants (Firm Registration No:014401N) as the Statutory Auditors of the Company.

M/s. SNR & Company, Chartered Accountants have consented to the said appointment and confirmed that their appointment, if made, would be within the limits specified under Section 141(3) (g) of the Act and that they are not disqualified to be appointed as statutory auditors in terms of Section 143 of the Act.

M/s SNR & Company, Chartered Accountants will be appointed as the Statutory Auditors of the Company for a first term of 5 consecutive years from the conclusion of the Thirty Third Annual General Meeting till the conclusion of the Thirty Eighth Annual General Meeting, at such remuneration and out-of pocket expenses, as may be decided by the Board of Directors of the Company with power to the Board, including relevant Committee(s) thereof, to alter and vary the terms and conditions of appointment.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the year 2023-2024 there are no significant and material orders passed by the Regulators/Courts/Tribunals that would impact the going concern status of the Company and its future operations.

26. CONTINGENT LIABILITY:

There are no contingent liabilities for the financial year 2023-2024.

27. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an adequate internal control system commensurate with its size and nature of its business.

28. HEALTH, SAFETY AND ENVIRONMENT:

The health and safety of the workforce is of paramount importance. The Company aims to provide a workplace that is free from any occupational hazards or illness.

29. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.

During the year under review the Company has not received any complaint under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.

30. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

No material changes and commitment affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

31. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134 (3)(m) of the Companies Act, 2013, read with

Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure-E , which forms part of this Report.

There were no employees employed throughout the year who were in receipt of remuneration of Rs. 1.02 Crore per annum or more. There were no employees employed for part of the year who were in receipt of remuneration of Rs. 8.50 Lakhs per month or more. During the year under review the Company had 57 employees.

The information required under Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors Report for the year ended March 31, 2024 is given in Annexure-F to this Report.

32. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work and support, your Companys achievements would not have been possible. Your Directors also wish to thank its Members, Government Authorities, Banks, Customers and Vendors for their sustained support to the Company.

	By the Order of the Board
Place: Bangalore	Suresh Shastry
Date: 30.05.2024	Chairman & Managing Director