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Dear Members,

Your Directors present the Thirty First Annual Report, together with the Audited Statements of Account for the financial year ended March 31, 2022.

1. FINANCIAL RESULTS

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

2. OVERVIEW OF COMPANY PERFORMANCE:

During the year under review sales increased by 25.08 % compared to previous year. Demand for Company's product improved during the year resulting higher sales. Profit of sale of assets and increase in sales too helped the Company register net profit of Rs. 140 lacs (12.46% of gross income).

3. DIVIDEND & RESERVES:

In view of carried forward losses, your Directors do not recommend any dividend for the financial year ended March 31, 2022.

During the year under review no amount was transferred to General Reserve.

4. SHARE CAPITAL:

The Paid Up Capital of the Company as at March 31, 2022 stood at Rs. 10,19,96,525/-. As on March 31, 2022 none of the Directors of the Company held instruments convertible into equity shares of the Company.

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 Company's website and can be accessed at https:// www.smithsandfoundersindia.com/files/announcement/agm/agm2022/Annexure-a- extract-of-annual-return-mgt-9-2022.pdf

6. DIRECTORS:

Mrs. Shailaja Suresh, 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, there was no change in the Board of Directors of the Company.

Mrs. Supriya Shastry has resigned as Whole-Time Director of the Company, with effect from 05.05.2021 for personal reasons. Your Directors place on record their appreciation of the valuable service rendered by Mrs. Supriya Shastry as Whole-Time Director for seven years.

Your Directors regret to inform you about the sad demise of Mr. Manjunath K H, Independent Director on the Board on 30th April, 2021. Your Directors recognize and place on record their appreciation of the services rendered by Mr. Manjunath as Independent Director for one year.

The present composition of the Company's Board of Directors is as below

7. NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year 2021-22, 10 (Ten) 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, 2022 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 Company's 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:

The Companies Act, 2013 and Rules made thereunder are not applicable to the Company.

19. CORPORATE GOVERNANCE:

Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a Certificate from the Company's Secretarial Auditor 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. AUDITORS:

The Company's Auditors, M/s. B.N.Subramanya & Co., Chartered Accountants, were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of Twenty Seventh Annual General Meeting, held on 29th September 2018, until the conclusion of the Thirty Second Annual General Meeting to be held in the year 2023.

The Auditors' Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2022. The statements made by the Auditors in their Report are self-explanatory and do not call for any further comments.

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

During the year 2021-2022 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.

25. CONTINGENT LIABILITY:

There are no contingent liabilities for the financial year 2021-2022.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

27. 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.

28. 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.

29. 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.

30. 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 65 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, 2022 is given in Annexure-F to this Report.

31. 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 Company's 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.