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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Simran Farms Ltd.

Mar 31, 2024

On behalf of the Board of Directors (the âBoardâ) of the Company, it gives us an immense pleasure to present the 37th Board''s Report, along with the Standalone and Consolidated Audited Financial Statements of Company for the financial year ended March 31, 2024.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS & SUMMARY OF STANDALONE & CONSOLIDATED FINANCIAL STATEMENTS

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are given below:

Particulars	Standalone		Consolidated
	Year Ended		Year Ended
	March 31,	March 31,	March 31,	March 31,
	2024	2023	2024	2023
Total Income	48868.75	36726.87	48868.75	36726.87
Total Expenditure	48818.04	36430.31	48805.75	36417.05
Profit/Loss before exceptional & extraordinary items and tax	50.71	296.56	63.00	309.82
Exceptional Items	0.00	39.01	0.00	39.01
Profit/Loss before tax	50.71	335.57	63.00	348.83
Tax Expenses: a) Less: Current Tax	11.38	95.83	15.93	100.32
b) Less: Tax adjustment	7.44	3.82	7.44	3.06
relating to previous years c) (Add)/Less: Deferred tax (assets) /Liabilities	0.78	(113.34)	(0.30)	(114.39)
Profit/Loss after tax before comprehensive income	31.11	349.26	39.93	359.84
Other Comprehensive Income	(13.16)	(8.31)	(13.16)	(8.31)
Total comprehensive income for the year	17.95	340.95	26.77	351.53
Paid up Equity Share Capital	379.17	379.17	379.17	379.17
Earnings per share (INR 10/-each) Basic & Diluted (in INR)	0.82	9.21	1.01	9.44

1.2 OPERATIONAL AND STATE OF AFFAIRS OF THE COMPANY

The Company is engaged in the business of integrated poultry and poultry farming. The company is mainly focused on integration and consolidation of poultry activities and has arranged large manufacturing set-up for production of poultry feed for self-consumption. Company is an integrated company with expertise across the poultry value chain and its management has vast experience in the poultry industry.

The Company''s performance during Financial Year 2023-24 on a standalone and consolidated basis were as follows -

A. On Standalone basis

During the year ended March 31, 2024, the Company has achieved total income of INR 48868.75 Lacs as against INR 36726.87 Lacs in the previous year. Further, the Company earned a net profit (Before Comprehensive Income) of INR 31.11 Lacs as compared to INR 349.26 Lacs in last year. The profit so reduced due to lower demand and lower realization from sale of broilers and increase in feed prices mainly

maize and soyabean. The total expenditure during the year was INR 48818.04 Lacs as compared to INR 36430.31 Lacs in previous year. The total expenditure as a percentage of revenue was 99.90% during the year under review. The increase is mainly attributable to lower revenue base.

B. On Consolidated basis

During the year under review, total income on consolidated basis was same as Standalone basis i.e. INR 48868.75 Lacs in comparison to INR 36726.87 Lacs in previous year. Further, the Company earned a profit (Before Comprehensive Income) of INR 39.93 Lacs against profit of INR 359.84 Lacs in previous year.

2. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the requirement to place copy of Annual Return for the financial year 2023-24 prepared in accordance with Section 92(3) of the Companies Act, 2013 is made available on the website of your Company and can be assessed using the web link http://www.simranfarms.com/pdf/notices/form_mgt_7_simran_202324.pdf

3. SHARE CAPITAL

The Paid-up Equity Share Capital as on 31^st March 2024 stood at INR 379.17 Lacs. During the year under review, the company has not issued any shares with differential voting rights nor granted any stock option or sweat equity shares.

4. PREFERENTIAL ISSUE OF CONVERTIBLE SHARE WARRANTS

During the current financial year 2024-25, Board of Directors in their meeting held on 14^th August, 2024 proposed to issue 10,18,300 warrants convertible into equivalent equity share of the Company ("Equity Warrantsâ) to members of promoter group and non-promoters/other person at price of INR 155/- (Rupees One Hundred Fifty-five. Only) each, subject to approval of members in ensuing Annual General Meeting.

5. NUMBER OF BOARD MEETINGS, COMMITTEE MEETINGS AND ANNUAL GENERAL MEETING:

The Board met 5 (Five) times during the FY 2023-24, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

Information on the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee ("SRCâ) and meetings of Finance Committees held during the year are given in the Corporate Governance Report.

Further, 36^th Annual General Meeting of the Company for financial year 2022-23 was held on 26^thSeptember, 2023.

6. DIVIDEND

Due to inadequate profit, your directors have not recommended any dividend for the year under review.

7. AMOUNT TRANSFERRED TO RESERVES

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

8. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT

Not applicable since Company has not accepted any deposits, therefore the question does not arise regarding non-compliance with the requirements of Chapter V of the Act.

UNSECURED LOAN FROM DIRECTORS

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2023-24.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

As on March 31, 2024, your Company has only one subsidiary company in the name of PUREGENE BIOTECH LIMITED. During the year, Board of Directors had reviewed the affairs of the Subsidiary Company. The Consolidated Financial Statement of your Company is prepared in accordance with Section 129(3) of the Companies Act, 2013 and forms part of this Annual Report.

A separate statement containing salient features of the financial statement of the subsidiary company in accordance with Section 129(3) of the Companies Act, 2013 and rules made there under in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. Also, there has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company containing inter alia the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2024, along with relevant documents, has been placed on the website of the Company at www.simranfarms.com. Further, Audited Financial Statements together with related information of the subsidiary company have also been placed on the website of the Company at www.simranfarms.com.

In terms of Section 136 of the Companies Act, 2013 (''the Act), financial statement of the subsidiary company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

Further, the Company does not have any joint venture or associate company during the year or at any time after the closure of the year ended till the date of the report.

Pursuant to the requirement of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of investments made in the subsidiary have been furnished in Notes forming part of the Accounts. Further Company has not given any loans/advances to the subsidiary of the Company.

MATERIAL SUBSIDIARY:

During the year under review, Company does not have any material subsidiary company.

10. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company for the year ended 31^st March 2024, have been prepared in accordance with the Indian Accounting Standards (IND AS) 110 - "Consolidated Financial Statements" as notified by Ministry of Corporate Affairs and as per the general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The financial statements of the subsidiary and the related detailed information will be made available to the shareholders of the Company seeking such information. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of this Annual Report.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a professional Board with an optimum combination of executive and non-executive directors who bring to the table the right mix of knowledge, skills and expertise. The Board provides strategic guidance and direction to the Company in achieving its business objectives and protecting the interest of stakeholders. The composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations.

i. Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Gurmeet Singh Bhatia (DIN: 00401697) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. However, his term is fixed and shall not break due to this retirement; the Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

ii. Change in Directors

During the financial year 2023-24, on the recommendation of Nomination and Remuneration Committee, Mr. Satinder Pal Singh Bhatia (DIN: 10549648) was appointed as an Additional as well as Non-Executive Independent Director by the Board of Directors at its Meeting held on 29^th March, 2024 for a term of 5 (five) consecutive years commencing from 29^th March, 2024 to 28^th March, 2029 which was further approved by the members through the postal ballot mechanism, which was concluded on June 25th, 2024.

Further, second and final term of Dr. Surendra Singh (DIN: 00645965) has been completed from the close of business hours on 31^st March, 2024, consequently he ceased/retired from Directorship of the Company as well as from all the Committees positions. Your Board places on record its deep appreciation of the valuable contribution made by him during his tenure as an Independent Director of the Company.

During the current Financial Year 2024-25, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 08^th August, 2024 approved appointment of Mrs. Sherry Mac (DIN: 10736916) as an Additional Director under the category of Non-Executive Independent Director on the Board of Directors of the Company w.e.f. 08^th August, 2024, under Section 161(1) of the Act, who holds office until the next Annual General Meeting or for a period of three months from the date of appointment whichever is earlier, in respect of whom the Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing her candidature for the office of Director, as a Non-Executive Independent Director of the Company, not liable to retire by rotation, to hold office for a term of 5 (five) consecutive years from the date of appointment i.e. from 08^th August, 2024 to 07^th August, 2029 (both days inclusive).

Further, during the current Financial Year 2024-25, second and final term of Mrs. Jasmeet Kaur Bhatia (DIN: 06949992) has been completed from the close of business hours on 13^th August, 2024, consequently she ceased/retired from Directorship of the Company. Your Board places on record its deep appreciation of the valuable contribution made by her during her tenure as an Independent Director of the Company.

iii. Key Managerial Personnel

As on 31^st March, 2024 the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Harender Singh Bhatia, (DIN: 00509426) Managing Director

2. Mr. Kawaljeet Singh Bhatia, (DIN: 00401827) Whole Time Director

3. Mr. Gurmeet Singh Bhatia, (DIN: 00401697) Whole Time Director

4. Mr. Mahesh Patidar, Chief Financial officer

5. CS Tanu Parmar, Company Secretary and Compliance officer

iv. Change in the Key Managerial Personnel

During the Financial Year 2023-24, on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their Meeting held on 14^th August, 2023, considered re-appointment of Mr. Gurmeet Singh Bhatia (DIN: 00401697) as a Whole-time Director of the Company for further period of three years w.e.f 14^th August, 2023 to 13^th August, 2026 subject to the approval of members in 36^th Annual General Meeting. Later, Members in their 36^th Annual General Meeting confirmed the re-appointment of Mr. Gurmeet Singh Bhatia (DIN: 00401697) as a Whole-time Director of the Company for a further period of 3 (three) years w.e.f. 14^th August, 2023 to 13^th August, 2026.

Further during the Current Financial Year 2024-25, on the recommendation of Nomination and Remuneration Committee, Board of Directors in their Meeting held on 14^th August, 2024, considered reappointment of Mr. Harender Singh Bhatia (DIN: 00509426) as a Managing Director and Mr. Kawaljeet Singh Bhatia (DIN: 00401827) as a Whole-time Director of the Company for a further period of 3 (three) years w.e.f 14^th August, 2024 to 13^th August, 2027 subject to the approval of members in ensuing 37^thAnnual General Meeting.

v. Disqualifications of Directors:

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director.

12. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration of independence from all the Independent Directors, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended up to the date, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (âIICAâ). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, belief, ability and explanation obtained by them, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) 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 of the Company for that year;

c) 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;

d) the Directors had prepared the annual accounts 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 operating effectively;

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.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-24.

14. FAMILIARIZATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The Familiarization Programme for Independent Directors is uploaded on the website of your Company, and is accessible at:

http://simranfarms.com/pdf/policy/familirization_programme_training_imparted_id_202324.pdf

15. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted on 29^thMay, 2023 in an informal manner without the presence of the Managing Director, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer of the Company.

16. COMMITTEES OF THE BOARD OF DIRECTORS

The details of Committees of the Board are given below:

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Finance Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

17. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the performance evaluation of all the Directors, Committees, Chairman of the Board and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for Independent Directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the review period, Mr. Satinder Pal Singh Bhatia (DIN: 10549648) was appointed as an Independent Director of the Company. The Nomination and Remuneration Committee of the Board, at the time of his appointment, recognized his extensive experience spanning over 42 years and his expertise primarily in sales, marketing, business planning and general management on both a PAN India and international level. His proficiency in analyzing market dynamics coupled with his strong analytical and managerial skills was highly regarded. Familiar with the profit center concept and the relevance of achieving corporate objectives, Mr. Bhatia was expected to bring objective and independent judgment to corporate matters, uphold high ethical standards and consider the interests of all stakeholders.

Companies (Accounts) Rules, 2014 as amended up to the date. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

18. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loan or guarantee under Section 186 of the Companies Act, 2013. However, the company has made investments in unquoted equity shares of the company within the limits of Section 186 of the Companies Act, 2013 and details of investments has been stated in Notes to Financial Statements.

19. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy can be accessed on the Company''s website at the web-link:

http://simranfarms.com/pdf/policy/related_party_transaction_policy.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company & Related Parties.

All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI Listing Regulations. 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 arm''s length basis.

All Related Party Transactions entered during the year 2023-24 were in Ordinary Course of the Business and at Arm''s Length basis. Further the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) Companies (Accounts) Rules, 2014 and the Material Related Party Transactions, i.e. transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity, whichever is lower; which were entered during the year by your company have been reported in Form AOC-2 is set out as ANNEXURE-B and form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the Standalone/Consolidated financial statements forming part of this Report & Annual Accounts 2023-24.

20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 as amended up to the date are given as under:

(A) Conservation of Energy

(i) The steps taken or impact on conservation of energy: The operations of the Company do not involve substantial consumption of energy in comparison to operational cost. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economizing on the use of power at the farms, hatcheries and offices.

(ii) The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, whenever and to the extent possible.

(iii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development: The Company has not incurred any expenditure on Research and Development during the year under review.

During the year under review, there was neither inflow nor outflow of foreign exchange.

21. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate Internal Controls Systems and the same are reviewed regularly. Beside there are documented policies and procedures to support the system, so that all the applicable rules and regulations are complied with; that all transactions are authorized, recorded and reported correctly and adequately and that all the assets of the Company are safeguarded and there is no unauthorized use thereof. The Audit Committee reviews reports presented by the internal auditors on a routine basis. Further, the Audit Committee maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively.

The Company''s internal control system is commensurate with its size, scale and complexities of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.

However, your Company recognizes that Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, your Company has not met criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

23. NOMINATION AND REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, your Company has a well-structured Nomination and Remuneration Policy in place which laid down the criteria for determining qualifications, competencies, positive attributes, independence for appointment of Directors and remuneration of Directors, KMP and other employees.

Details on the Remuneration Policy are available on the Company''s website at web-link: http://simranfarms.com/pdf/policy/nomination_renumeration.pdf

The Board of Directors affirms that the remuneration paid to directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as ANNEXURE-C and forms an integral part of the Board Report.

During the year under review, none of the employee of the Company is drawing remuneration more than INR 1,02,00,000/- per annum or INR 8,50,000/- per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) of the Act. Any Member desirous of obtaining above said details may write to the Company Secretary or email at compliance@simranfarms.com

Pursuant to Section 197(14) of the Companies Act, 2013, neither the Managing Director nor Whole-time Director of the Company received any remuneration or commission from the subsidiary company.

24. DISCLOSURE OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the requirement of Section 177(9) & (10) of the Companies Act, 2013 and Schedule V of SEBI Listing Regulations, the Company has established a "Whistle Blower Policy" for directors and employees to enable the directors, employees and all stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics and to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee. Further, no person has been denied direct access to the Chairperson of the Audit Committee.

The details of the "Whistle Blower Policy" have been uploaded on the Company''s website and can be accessed at the web link: http://simranfarms.com/pdf/policy/vigil_mechanism.pdf

25. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the Company had appointed Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries, Indore (Certificate of Practice Number: 2871) to undertake the Secretarial Audit of the Company for the Financial Year 2023-24. The report of the Secretarial Auditor is enclosed as ANNEXURE-D and forms an integral part of this Report.

Further, the Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimer report except the following with Board''s explanation:

Secretarial Auditor Observations	Management comments
Delay in submission of Disclosure of Related Party Transaction for the half year ended on 31st March, 2023	Due to technical glitch (validation error) company has filed Disclosure of Related Party Transaction for the half year ended on 31^st March, 2023 with delay of 2 days and also deposited fine imposed by the exchange in this regard.

26. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 2023- 24 has been submitted to the stock exchange within prescribed time.

27. STATUTORY AUDITORS

Khandelwal Kakani & Company, Chartered Accountants, Indore (ICAI Firm Registration No. 001311C) were appointed as the Statutory Auditors of your company in the 35^th Annual General Meeting (AGM) of the Company held on 15^th September, 2022 for term of 5 consecutive years, from the conclusion of 35^th Annual General Meeting up to the conclusion of 40^th Annual General Meeting to be held in the calendar year 2027.

EXPLANATION TO AUDITOR''S REMARKS

The Auditors in their report have referred to the notes forming part of the accounts which are selfexplanatory and does not contain any qualification, reservation or adverse remark or disclaimer and do not call for any further explanation/clarification by the Board of Directors.

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

28. INTERNAL AUDITOR

The Company has appointed CS Tanu Parmar as Internal Auditor of the Company and takes her suggestions and recommendations to improve and strengthen the internal control systems. Her scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company''s risk management policies and systems.

29. COST AUDIT

Your Company does not fall within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such records are required to be maintained.

30. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013 and as stipulated under the provisions of the SEBI Listing Regulations. A detailed Report on Corporate Governance forms part of this Annual Report. A detailed analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

31. MD & CFO CERTIFICATION

The Managing Director & CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

32. CODE OF CONDUCT

The Board has laid down a Code of Conduct (''the Codeâ) for all Board Members and Senior Management and Independent Directors of the Company. All the Board Members including Independent Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct. Declaration on adherence with the Code of Conduct is forming part of the Corporate Governance Report.

The policy on Code of Conduct has been uploaded on the Company''s website at the web link: http://simranfarms.com/pdf/policy/code_of_conduct.pdf

33. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the organization. The Board of Directors have developed & implemented Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

34. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments, affecting the financial position of the Company, have occurred between the end of the financial year to which the financial statements relate and the date of this Board''s Report.

35. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress the Complaint received regarding sexual harassment.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There was no case of sexual harassment reported during the year under review.

The policy on Prevention of Sexual Harassment at workplace as approved by the Board of directors has been uploaded on the website of the Company at the web link: http://simranfarms.com/pdf/policy/sexual_harassment.pdf

37. LISTING WITH STOCK EXCHANGES

The Company''s shares are listed on BSE Limited. The Company has paid Annual Listing Fee for Financial Year 2024-25.

38. INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

39. COMPLIANCE OF SECRETARIAL STANDARD

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

40. DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid. The Company has paid the Annual Custody Fee to both the depositories for Financial Year 2024-25.

41. INDUSTRIAL RELATIONS

Company''s Industrial relations continued to be healthy, cordial and harmonious during the period under review. Your Directors record their appreciation for all the efforts, support and co-operation of all employees extended from time to time.

42. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: -

> As on 31^st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending March 31, 2024.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Board''s Report of the Company during the year under review.

43. ACKNOWLEDGEMENTS

The Board of Directors of your company wish to express their deep gratitude towards the valuable cooperation and support received from the various Ministries and Departments of Government of India, various State Governments, the Banks/Financial Institutions and other stakeholders such as shareholders, customers and suppliers, vendors etc. Further, the Board places its special appreciation for the cooperation and continued support extended by employees of the Company at all levels whose enthusiasm drives the Company to grow and excel.

For and on behalf of the Board of Directors of SIMRAN FARMS LIMITED

Date: 14^th August, 2024

Place: Indore Harender Singh Bhatia Kawaljeet Singh Bhatia

Managing Director Whole Time Director

DIN: 00509426 DIN: 00401827

Mar 31, 2023

On behalf of the Board of Directors (the "Board") of the Company, it gives us an immense pleasure to present the 36th Board''s Report, along with the Standalone and Consolidated Audited Financial Statements of Company for the financial year ended March 31, 2023.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS

The Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are given below:

Particulars	Standalone		Consolidated
	Year Ended		Year Ended
	March 31,	March 31,	March 31,	March 31,
	2023	2022	2023	2022
Total Income	36726.87	39384.78	36726.87	39384.78
Total Expenditure	36430.31	38666.12	36417.05	38652.76
Profit/Loss before exceptional & extraordinary items and tax	296.56	718.66	309.82	732.02
Exceptional Items	39.01	266.52	39.77	266.52
Profit/Loss before tax	335.57	985.18	349.59	998.54
Tax Expenses: a) Less: Current Tax	95.83	119.96	100.32	125.16
b) Less: Tax adjustment relating	3.82	3.78	3.82	3.22
to previous years c) (Add)/Less: Deferred tax (assets) /Liabilities	(113.34)	(173.13)	(114.39)	(157.66)
Profit/Loss after tax before comprehensive income	349.26	1034.57	359.84	1027.82
Other Comprehensive Income	(8.31)	(0.85)	(8.31)	(0.85)
Total comprehensive income for the year	340.95	1033.72	351.53	1026.97
Paid up Equity Share Capital	379.17	379.17	379.17	379.17
Earnings per share (Rs.10/- each) Basic & Diluted (in Rs.)	9.21	27.29	9.44	27.14

1.2 OPERATIONAL AND STATE OF AFFAIRS OF THE COMPANY

The Company''s performance during Financial Year 2022-23 on a standalone and consolidated basis were as follows -

A. On Standalone basis

During the year ended March 31, 2023, the Company has achieved total income of Rs. 36726.87 lakhs as against Rs. 39384.78 lakhs in the previous year. Further, the Company achieved a net profit (Before Comprehensive Income) of Rs. 349.26 lakhs as compared to Rs. 1034.57 lakhs in last year. The profit so reduced due to increase in feed prices. The primary ingredients of feed like maize and soybean became costly. The maize prices have grown significantly by 32% on an annual basis in the first nine months of FY 2022-23. This was due to the growing global demand for Indian maize following the Russia-Ukraine conflict, which has subsequently resulted in an increase in the average feed price. Further profit in previous financial year 2021-22 was also high due to gain on compulsory acquisition of land.

B. On Consolidated basis

During the year under review, total income on consolidated basis was same as Standalone basis i.e. Rs. 36726.87 lakhs in comparison to Rs. 39384.78 lakhs in previous year. Further, the Company''s registered a profit (Before Comprehensive Income) of Rs. 359.84 lakhs against profit of Rs. 1027.82 lakhs in previous year.

2. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013, the draft annual return as on 31st March, 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the web link

http://simranfarms.com/pdf/notices/form_mgt_7_simran_farms_202223.pdf

3. DIVIDEND

To conserve resources and plough back profits, your Directors have not recommended any dividend for the year under review.

4. AMOUNT TRANSFERRED TO RESERVES

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

5. DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT

Not applicable since Company has not accepted any deposits, therefore the question does not arise regarding non-compliance with the requirements of Chapter V of the Act.

UNSECURED LOAN FROM DIRECTORS

6. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

As on March 31, 2023, your Company has only one subsidiary company in the name of PUREGENE BIOTECH LIMITED. During the year, Board of Directors had reviewed the affairs of the Subsidiary Company. The Consolidated Financial Statement of your Company is prepared in accordance with Section 129(3) of the Companies Act, 2013 and forms part of this Annual Report.

A separate statement containing salient features of the financial statement of the subsidiary company in accordance with first proviso of Section 129(3) of the Companies Act, 2013 and rules made there under in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. Also, there has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company containing inter alia the Audited Standalone and Consolidated Financial Statements has been placed on the website of the Company at www.simranfarms.com. Further, as per fifth proviso of the said Section, Audited Financial Statements together with related information of the subsidiary company have also been placed on the website of the Company at www.simranfarms.com.

Further, the Company does not have any joint venture or associate company during the year or at any time after the closure of the year ended till the date of the report.

MATERIAL SUBSIDIARY:

During the year under review, Company does not have any material subsidiary company.

7. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the Consolidated Financial Statements pursuant to the requirement of Section 129 of the Companies Act, 2013 and Regulation 33 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as ''SEBI Listing Regulations'') read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 2023. The Consolidated Financial Statements form part of this Annual Report.

A Report on the financial position and performance of the subsidiary company is included in the Consolidated Financial Statement and is also provided in Form AOC-1 and forms part of this Annual Report.

8. NUMBER OF BOARD MEETINGS, COMMITTEE MEETINGS AND ANNUAL GENERAL MEETING:

The details of the number of meetings of the Board and its Committees held during the Financial Year 2022-23 forms part of the Corporate Governance Report. Further, Annual General Meeting of the Company for Financial year 2021-22 was held on 15th September, 2022.

9. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Investment is stated in Note No. 3 of Standalone Financial Statements. These investments were made for the purpose of optimum return.

Further, the Company has not given any loan and advances under Section 186 of the Companies Act, 2013. Pursuant to the requirement of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of investments made in the subsidiary have been furnished in Notes forming part of the Accounts. Further Company has not given any loans/advances to the subsidiary of the Company.

10. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

http://simranfarms.com/pdf/policy/related_party_transaction_policy.pdf

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company & Related Parties.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. 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 arm''s length basis. There were no material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2022-23 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the financial statements forming part of this Report & Annual Accounts 2022-23.

11. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board of Directors of the Company is in accordance with the provisions of Section 149 of the Act and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Director.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Kawaljeet Singh Bhatia (DIN: 00401827) retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. However, his term is fixed and shall not break due to this retirement, the Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Further, during the financial year 2022-23, on the recommendation of Nomination and Remuneration Committee, Mr. Gaurav Chhabra (DIN: 09603279) was appointed as an Additional as well as Non-Executive Independent Director by the Board of Directors at its Meeting held on 14th May, 2022 for a term of 5 (five) consecutive years commencing from 14th May, 2022 to 13th May, 2027 subject to the approval of the Members at the 35th Annual General Meeting. Later, Members in their 35th Annual General Meeting confirmed the appointment of Mr. Gaurav Chhabra (DIN: 09603279) as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years commencing from 14th May, 2022 to 13th May, 2027.

Further, during the Financial Year 2022-23, the Board of Directors in their Meeting held on 30th May, 2022, considered re-appointment of Mr. Harender Singh Bhatia (DIN: 00509426) as a Managing Director of the Company for a further period of 3 (three) years w.e.f. 01st June 2022 to 31st May, 2025 and Mr. Kawaljeet Singh Bhatia (DIN: 00401827) as a Whole-time Director of the Company for a further period of 3 (three) years w.e.f 01st June 2022 to 31st May, 2025 subject to the approval of members at the 35thAnnual General Meeting. Later, Members in their 35th Annual General Meeting confirmed the appointment of Mr. Harender Singh Bhatia (DIN: 00509426) as a Managing Director and Mr. Kawaljeet Singh Bhatia (DIN: 00401827) as a Whole-time Director of the Company for a further period of 3 (three) years w.e.f. 01st June 2022 to 31st May, 2025.

Further during the Current Financial Year 2023-24, Board of Directors in their Meeting held on 14th August, 2023, considered re-appointment of Mr. Gurmeet Singh Bhatia (DIN: 00401697) as a Whole-time Director of the Company for further period of three years w.e.f 14th August, 2023 to 13th August, 2026 subject to the approval of members in ensuing Annual General Meeting.

Further, the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Harender Singh Bhatia, (DIN: 00509426) Managing Director

2. Mr. Kawaljeet Singh Bhatia, (DIN: 00401827) Whole Time Director

3. Mr. Gurmeet Singh Bhatia, (DIN: 00401697) Whole Time Director

4. Mr. Mahesh Patidar, Chief Financial officer

5. CS Tanu Parmar, Company Secretary and Compliance officer

Disqualifications of Directors:

12. DECLARATION BY INDEPENDENT DIRECTOR

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended up to the date, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

However, all the Independent Directors of the Company are exempted from the requirement to undertake online proficiency self-assessment test.

13. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted on 13th August, 2022 in an informal manner without the presence of the Managing Director, the Whole Time Director, the Non-Executive Non-Independent Directors and the Chief Financial Officer of the Company.

14. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Further Mr. Gaurav Chhabra (DIN: 09603279) was appointed as a NonExecutive Independent Director of the Company w.e.f. 14th May, 2022. The Board of Directors in their Board Meeting held on 14th May, 2022 had re-constituted the Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee consisting of Mrs. Jasmeet Kaur Bhatia (DIN:06949992) (Chairperson), Dr. Surendra Singh (DIN:00645965) and Mr. Gaurav Chhabra (DIN: 09603279), Non-Executive Independent Directors.

The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

(i) Nomination and Remuneration Committee

(ii) Stakeholders Relationship Committee

15. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS AND THAT OF ITS COMMITTEES

Performance Evaluation Criteria for Independent Directors:

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, Mr. Gaurav Chhabra (DIN: 09603279) was appointed as an Independent Director in the Company. At the time of appointment of Mr. Gaurav Chhabra (DIN: 09603279) the Nomination and Remuneration Committee of the Board considered that he is a Registered Advocate with M.P. State Bar Council, Jabalpur (Madhya Pradesh) and practicing in the High Court of M.P. Bench at Indore; District Court, Indore and State Consumer Commission, Bhopal since 1999. He has good knowledge and possesses expertise mainly in the area of general laws and corporate laws and it was believed that he would exercise objective independent judgment on corporate affairs and maintain high ethical standards and shall take into account the interests of stakeholders.

Further, in the opinion of the Board, all our Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014 as amended up to the date. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that â

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

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 the end of the financial year and of the profit of the Company for that year;

c) The Directors have 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;

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

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy

(ii) The steps taken by the company for utilizing alternate sources of energy: The Company has used alternate source of energy, whenever and to the extent possible.

(iii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable.

(iv) The expenditure incurred on Research and Development: The Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

During the year under review, there was neither inflow nor outflow of foreign exchange.

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

19. NOMINATION AND REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS / KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

Details on the Remuneration Policy are available on the Company''s website at web-link: http://simranfarms.com/pdf/policy/nomination_renumeration.pdf

The Board of Directors affirms that the remuneration paid to directors, senior management and other employees is in accordance with the remuneration policy of the Company.

During the year under review, none of the employee of the Company is drawing remuneration more than Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month for the part of the year. Therefore, Particulars of the employees as required under Section 197 of Companies Act, 2013 read with Rule 5(2) & Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to the date, are not applicable during the year under review.

Further the statement containing details of Top Ten Employees in terms of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to the date, is available at Registered Office of the Company. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at compliance@simranfarms.com

Pursuant to Section 197(14) of the Companies Act, 2013, neither the Managing Director nor Whole-time Director of the Company received any remuneration or commission from the subsidiary company.

20. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company recognizes the responsibilities towards society and strongly intends to contribute towards development of knowledge-based economy.

Pursuant to provisions of Section 135(9) of the Companies Act 2013, where the amount to be spent by a company under sub-section (5) of Section 135 does not exceed Rs. 50.00 Lacs (Rupees Fifty Lacs), the requirement under sub-section (1) of Section 135 of the Companies Act 2013, constitution of the Corporate Social Responsibility Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company. At present company is not required to constitute any CSR committee as CSR amount is less than Rs. 50.00 Lacs. Therefore, Board of Directors of the Company in their meeting held on 11th February, 2023 has dissolved the CSR committee of Board of Directors of the Company w.e.f. 1st April, 2023 and amended CSR policy accordingly. The Company''s amended CSR Policy is available on the Company''s web-link: http://simranfarms.com/pdf/policy/corporate_social_responsibility.pdf

The Company has focused on social cause and implementation of its Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.

Further during the Financial Year 2022-23, the Company was not required to spend any amount towards CSR initiatives due to negative average net profit for the preceding three financial years and the liability to spend any amount towards CSR initiatives did not arise. Detailed Annual Report on CSR is enclosed in

ANNEXURE-C.

21. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

22. DISCLOSURE OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the requirement of Section 177(9) & (10) of the Companies Act, 2013 and Schedule V of SEBI Listing Regulations, the Company has established a "Whistle Blower Policyâ for directors and employees to enable the directors, employees and all stakeholders of the Company to report genuine concerns about unethical behavior, actual or suspected fraud, or violation of the Company''s code of conduct and ethics and to provide for adequate safeguards against victimization of persons who use such mechanism and make

provision for direct access to the Chairperson of the Audit Committee. Further, no person has been denied direct access to the Chairperson of the Audit Committee.

The details of the "Whistle Blower Policy" have been uploaded on the Company''s website and can be accessed at the web link: http://simranfarms.com/pdf/policy/vigil_mechanism.pdf

23. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time, the Company had appointed Ramesh Chandra Bagdi & Associates, Practicing Company Secretaries, Indore (Certificate of Practice Number: 2871) to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The report of the Secretarial Auditor is enclosed as ANNEXURE-D and forms an integral part of this Report.

Further, the Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks or disclaimer report except the following with Board''s explanation: -

Pursuant to Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022, the Company has not taken any contingency insurance policy to meet out the risk arising out of issuance of duplicate securities: The Company is in process to obtain referred policy but till date no insurance company has agreed to provide the same.

24. STATUTORY AUDITORS

During the financial year, Khandelwal Kakani & Company, Chartered Accountant, Indore (Firm Registration No. 001311C), were appointed as Statutory Auditors of the Company, in place of J. C. Baheti & Associates, Chartered Accountants (Firm Registration No. 03390C) the retiring Auditors of the Company whose tenure expires at the 35th Annual General Meeting, to hold office for a term of five consecutive years from the conclusion of the 35th Annual General Meeting, until the conclusion of the 40th Annual General Meeting of the Company to be held in the calendar year 2027 by the members of the Company.

Further Khandelwal Kakani & Co., Chartered Accountants had also given eligibility certificate that they complied with the conditions provided in Section 139(1) read with Section 141 of the Companies Act, 2013.

EXPLANATION TO AUDITOR''S REMARKS

25. INTERNAL AUDITOR

26. COST AUDIT

27. CODE OF CONDUCT

The Board has laid down a Code of Conduct (''the Code") for all Board Members and Senior Management and Independent Directors of the Company. All the Board Members including Independent Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct. Declaration on adherence with the Code of Conduct is forming part of the Corporate Governance Report.

The policy on Code of Conduct has been uploaded on the Company''s website at the web link: http://simranfarms.com/pdf/policy/code_of_conduct.pdf

28. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT

29. MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

30. ENVIRONMENT AND SAFETY

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

32. LISTING WITH STOCK EXCHANGES

The Company''s shares are listed on BSE Limited. The Company has paid Annual Listing Fee for Financial Year 2023-24.

33. COMPLIANCE OF SECRETARIAL STANDARD

34. DEPOSITORY SYSTEM

35. MD & CFO CERTIFICATION

36. INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time.

37. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review: -

> Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

> As on 31st March 2023, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> During the financial year, Company has not issued any shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes.

> No Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operation in future.

> There has been no change in the nature of business of your Company.

> The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending March 31, 2023.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

38. INDUSTRIAL RELATIONS

39. ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors of SIMRAN FARMS LIMITED

Date: 14th August, 2023

Place: Indore Harender Singh Bhatia Kawaljeet Singh Bhatia

Managing Director Whole Time Director

DIN:00509426 DIN:00401827

Mar 31, 2015

To,

The Members,

Simran Farms Limited

The Directors have pleasure in presenting the 28th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended on March 31, 2015.

1. FINANCIAL PERFORMANCE OF THE COMPANY

The performance highlights and summarized financial results of the Company are given below:

(Rupees in Lacs)

Year ended Year ended Particulars March 31, 2015 March 31, 2014

Total Income 44417.48 35972.11

Total Expenditure 44364.67 35887.44

Profit/Loss before exceptional & extraordinary items and tax 52.81 84.67

Exceptional & extraordinary items 0.00 0.00

Profit/Loss before tax 52.81 84.67

Provision for Tax

Current Tax 10.06 16.13

Deferred Tax (18.58) 6.00

MAT Credit (16.14) 0.00

Profit/Loss after tax 77.47 62.54

Surplus Carried to Balance Sheet 794.73 760.33

Paid up Equity Share Capital 379.17 379.17

Earning per share (Rs. 10/- each) Basic & Diluted (in Rs.) 2.04 1.65

During the year under review the Company has reported a growth of 23.87% over previous year. At Standalone level, the Company has achieved total turnover of Rs. 444.18 crore as compared to Rs. 359.72 crores in the previous year. The operating profit before tax stood at Rs. 52.81 Lacs as against Rs. 84.67 Lacs in the previous year. The Net Profit for the year stood at Rs. 77.47 Lacs as against Rs. 62.54 Lacs in the previous year. Also the consolidated profit after tax during the year under review is Rs. 101.25 Lacs as compared to previous figures of Rs. 77.64 Lacs.

2. OPERATIONAL AND STATE OF AFFAIRS OF THE COMPANY

The company is engaged in the business of integrated poultry and poultry farming. The company is mainly focused on integration and consolidation of poultry activities and has arranged large manufacturing set-up for production of poultry feed for self consumption. Company is an integrated company with expertise across the poultry value chain and its management has three decades of experience in the industry.

3. CHANGE IN NATURE OF BUSINESS

The company is engaged in the business of integrated poultry and poultry farming only and during the year there was no change in business activity of the company.

4. DIVIDEND

Due to inadequate profit and with the view to conserve the resources of company, the directors have not recommended any dividend for the year under review.

5. AMOUNT TRANSFERRED TO RESERVES

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

6. FIXED DEPOSITS

During the year under review, the Company has not accepted any deposits from the public within the meaning of section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

7. SHARE CAPITAL

The paid up Equity Share Capital of the Company as at March 31, 2015 stood at Rs. 379.17 Lacs. During the year under review, the Company has not issued any shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2015, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

8. EXTRACTS OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details pertaining to extract of the Annual Return in Form MGT-9 is included in this Report as ANNEXURE I.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

The Company has only one subsidiary company in the name of "Puregene Biotech Limited" as on March 31, 2015. There is no associate company/Joint Venture within the meaning of section 2(6) of the Companies Act, 2015. There has been no material change in the nature of the business of the subsidiary company.

10. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Accounting Standard 21 issued by the Institute of Chartered Accountants of India and forms a part of this Annual Report.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the Financial Statements of the Company's subsidiaries in Form AOC-1 (ANNEXURE II) is attached to the financial statements of the Company. Pursuant to the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries are available on the website of the Company.

11. NUMBER OF BOARD MEETINGS AND COMMITTEE MEETINGS.

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review, 7 (seven) Board Meetings were convened and held. Further, 4 (four) meetings of the Audit Committee, 3 (three) meetings of Nomination and Remuneration Committee and 4 (four) meeting of Stakeholders' Relationship Committee were also held during the year. Detailed information on the meetings of the Board and its Committees is included in the Report on Corporate Governance, which forms part of this Annual Report. The intervening gap between the Board Meetings didn't exceed one hundred and twenty days as prescribed under the Companies Act, 2013.

12. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of loans, investments or guarantee covered under the provisions of section 186 of the Companies Act, 2013 are given in notes to the financial statements. However, during the year under review, the Company has neither made any loans and investments in other body corporate or to any person, nor it has given any guarantee or provided any security in connection with a loan to any other body corporate or person within the meaning of Section 186 of Companies Act, 2013.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

The transaction entered with related parties for the year under review were on arms length basis and in the ordinary course of business and the provision of section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required. Further there are no material related party transactions during the year under review with the Promoters, Directors and Key Managerial Personnel.

All related party transactions are placed before the Audit Committee and also to the Board of Directors for approval.

Omnibus Approval was obtained on a quarterly basis for transactions which are of repetitive nature.

The policy on related party transactions as approved by the Board of directors has been uploaded on the website of the company at the web link: http://www.simranfarms.com/pdf/policy/related_party_transaction_ policy.pdf.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of section 152 of the Companies Act, 2013 and the Company's Articles of Association, Shri Gurdeep Bhatia, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

The Board in its meeting held on 14th August, 2014 has appointed Smt. Jasmeet Kaur Bhatia as an Additional Director as well as independent women Director of the Company, not liable to retire by rotation

Further Shri Surjit Singh Kohli resigned from the Directorship with effect from 29th May, 2014, due to his pre occupation. Your Board places on record its deep appreciation of the valuable contribution made by him during his tenure as Director of the Company.

At the Annual General Meeting held on 25th September, 2014, Shri Harbhajan Singh Khanuja , Dr. Surendra Singh and Smt. Jasmeet Kaur Bhatia were appointed as Independent Directors of the Company pursuant to section 149 of the Companies Act, 2013 for a term of five consecutive years. None of the Independent Directors are due for re- appointment.

Shri Harender Singh Bhatia, Managing Director and Shri Kawaljeet Singh Bhatia, Whole Time Director are designated as Key Managerial Personnel of the Company with effect from 29th May, 2014.

During the year under review Mr. Mahesh Patidar and Mr. Mayank Lashkari were appointed as the Chief Financial Officer and Company Secretary (with effect from 14th August, 2014) of the Company respectively. They are the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013.

Further, Mr. Mayank Lashkari resigned from the post of Company Secretary of the Company with effect from 26th December, 2014 and Ms. Tanu Parmar has been appointed as the Company Secretary and compliance officer of the Company with effect from 2nd March, 2015.

Disqualifications of Directors:

During the year under review, declarations received from all the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the director is disqualified for holding office as director as per the provisions of the Companies Act, 2013.

15. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

The following Directors are independent in terms of Section 149(6) of the Act and Clause 49 of the Listing Agreement:

(i) Dr. Surendra Singh

(ii) Shri Harbhajan Singh Khanuja

(iii) Smt. Jasmeet Kaur Bhatia

16. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted on 14th February, 2015 in an informal manner without the presence of the Chairman, the Whole Time Director, the Non-Executive Non- Independent Directors and the Chief Financial Officer.

17. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosed on the website of the Company at the link given here: http://www.simranfarms.com/pdf/policy/familiarization_programme_for _independent_directors.pdf

18. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various committees which have been constituted and reconstituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee consisting of Shri Harbhajan Singh Khanuja as Chairman and Dr. Surendra Singh and Smt. Jasmeet Kaur Bhatia as Members. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review.

The other Committees of the Board are:

(i) Nomination and Remuneration Committee

(ii) Stakeholders' Relationship Committee

(iii) Finance Committee

(iv) Internal Complaint Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

19. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, its Committee and the Independent Directors was carried out time to time. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report.

20. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to information and explanations obtained by them, your Directors make the following in terms of Section 134(3)(c) of the Companies Act, 2013, shall state that- a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at March 31, 2015 and of the profit of the company for that year ended on that date;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 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) that 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) that 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.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under :

(A) Conservation of Energy

The steps taken or impact on conservation of energy:

(i) The operations of the Company are not power intensive as the Company owns the facility and controls the breeding, hatching and/ or processing of broilers but it works on Contract Rearing basis i.e it contracts with the private poultry farmers for the raising of the chicks. Nevertheless, the Company continues its efforts to conserve energy wherever practicable, by economizing on the use of power at the farms, hatcheries and offices. The Company has installed state-of-the-art hatcheries and setters at its hatcheries.

(ii) The capital investment on energy conservation equipments: Nil

(B) Technology Absorption

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

Not Applicable.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither purchased within India nor imported any technology.

(iv) Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Nil

22. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new or revised standard operating procedures. The company's internal control system is commensurate with its size, scale and complexities of its operations. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides bench-marking controls with best practices in the industry. The scope of internal audit includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The company has a robust management information system, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors and statutory auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of director. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY

Provisions of section 135 of the Companies Act, 2013 does not apply to the Company, therefore Company has not constituted Corporate Social responsibility (CSR) committee as required under the Act.

24. NOMINATION AND REMUNERATION POLICY/DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL

Pursuant to section 178 of the Companies Act, 2013 read with the rules made thereunder and Clause 49 of the Listing Agreement, the Board has constituted the "Nomination and Remuneration Committee" Comprising Shri Harbhajan Singh Khanuja as Chairman and Dr. Surendra Singh & Smt. Jasmeet Kaur Bhatia as its members.

The Nomination and Remuneration Committee framed a policy for selection and appointment, re-appointment, removal and appraisals of Directors and Senior Management and the same is stated in the Corporate Governance Report and the policy has been uploaded on the Company's website at the web link: http://www.simranfarms.com/pdf/policy/nomination_renumeration.pdf.

Neither the Managing Director nor Whole Time Director of the company received any remuneration or commission from the subsidiary company.

25. PARTICULARS OF EMPLOYEES

During the year under review, none of the employee of the company is drawing more than Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month for the part of the year, therefore Particulars of the Employees as required under Section 197 of Companies Act, 2013 read with Rule 5 (2) & Rule 5 (3) of Companies (Appointment and Remuneration) Rules 2014 are not applicable, during the year under review.

Ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year:

Statement pursuant to Section 197(12) of the Companies Act 2013 and rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. (ANNEXURE III)

26. REPORT ON MANAGEMENT AND DISCUSSION ANALYSIS

A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

27. REPORT ON CORPORATE GOVERNANCE

Your company make all possible endeavors to strive to maintain appropriate standards of good Corporate Governance as stipulated in Clause 49 of the Listing Agreement. A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

28. DISCLOSURE OF ESTABLISHMENT OF VIGIL MECHANISM /WHISTLE BLOWER POLICY

As per the requirement of section 177(9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has established a Vigil Mechanism called the "Whistle Blower Policy" for directors and employees to report concerns of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy.

The details of the "Whistle Blower Policy" have been uploaded on the Company's website at the web link: http://www.simranfarms.com/pdf/policy/vigil_mechanism.pdf.

29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company.

30. SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act and Rules made there under, the Company has appointed M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretary, Indore (ACS: 11800, CP No. 2871) to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditors is enclosed as (ANNEXURE IV) and forms an integral part of this Report.

The Company is in the process of filing Form CHG-1 with the ROC relating to the registration of charges against vehicle loans. Further, the report is self-explanatory and do not call for any further comments.

31. STATUTORY AUDITORS

Pursuant to the provision of section 139 of the Act and the rules framed thereunder, M/s. Khandelwal Kakani & Co., Chartered Accountants, were appointed as the statutory auditors of the Company from the conclusion of the twenty seventh (27th) Annual General Meeting of the Company held on September 25, 2014 till the conclusion of the thirtieth (30th) Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting held thereafter.

A resolution for appointment of M/s. Khandelwal Kakani & Co., Chartered Accountants, as auditors for the remaining period from the conclusion of the ensuing 28th AGM till the conclusion of the 30th AGM and for fixation of their remuneration for the year 2015Â16 is being proposed in the notice of the ensuing AGM for the approval of the members. The Company has received from M/s. Khandelwal Kakani & Co, Chartered Accountant a written consent for ratification of their appointment from the conclusion of the 28th AGM till the conclusion of the 30th AGM and a certificate to the effect that their appointment shall be in accordance with the prescribed conditions and that the firm is not disqualified under the Companies Act, 2013.

32. EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer and do not call for any further explanation / clarification by the Board of Directors.

Further there was no fraud in the Company, which was required to report by statutory auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

33. COST AUDIT

Your company does not falls within the provisions of Section 148 of Companies Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

34. REVISION OF ANNUAL FINANCIAL STATEMENT

There was no such case of revision in financial statements during the year under review.

35. CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management and independent directors of the Company. All the Board members including independent directors and senior management personnel have affirmed compliance with the code of conduct.

The policy on Code of Conduct has been uploaded on the Company's website at the web link http://www.simranfarms.com/pdf/policy/code_of_conduct.pdf.

36. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT

The Board of Directors have adopted risk management policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

37. MATERIAL CHANGES & COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board's report.

38. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy required conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" was notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

The Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal Complaint Committee for implementation of said policy and redressal of complaints received regarding sexual harassment. During the year under review, the company has not received any complaint of sexual harassment.

The policy on Prevention of Sexual Harassment as approved by the Board of directors has been uploaded on the website of the company at the web link: http://www.simranfarms.com/pdf/policy/sexual_harassment.pdf

40. LISTING WITH STOCK EXCHANGES

The Shares of the Company are listed on the Bombay Stock Exchange Limited (BSE), Mumbai, which provides the wider access to the investors nationwide.

The Company has made all the compliances of Listing Agreement including payment of Annual Listing Fees up to March 31, 2016 to BSE.

41. BUSINESS RESPONSIBILITY REPORT

Business responsibility reporting as required by clause 55 of the listing agreement with stock exchange is not applicable to your company for the financial year ending 31st March 2015.

42. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

43. PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 the Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires Trading Plan, pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

44. INDUSTRIAL RELATIONS

Company's Industrial relations continued to be healthy, cordial and harmonious during the period under review.

45. ACKNOWLEDGEMENTS

The Board of Directors wish to place on record its sincere appreciation for the support and co-operation received from all its stakeholders including customers, promoters, shareholders, bankers, suppliers, various departments/ agencies of State and Central Government and business associates of the Company.

Your Board recognizes and appreciates the contribution made by all employees at all levels that ensures sustained performance in challenging environment.

For and on behalf of the Board of Directors

Date: 14.08.2015 Harender Singh Bhatia Gurdeep Singh Bhatia

Place: Indore Chairman & Managing Director Director

(DIN: 00509426) (DIN: 00401929)

Mar 31, 2014

The Members of Simran Farms Limited

The Directors have pleasure in presenting the 27th Annual Report of your company together with the Audited statements Accounts for the year ended on 31st March, 2014. The Financial Results of the company in the year under review are as under:

FINANCIAL AND OPERATIONAL PERFORMANCE.

( In Lacs ) Year ended Year ended 31/3/2014 31/03/2013

Total Income 35972.11 28265.69

Total Expenditure 35887.44 28558.20

Profit / Loss before Tax 84.67 (292.51)

Provision for Tax:

Current Tax 16.13 --

Deferred Tax 6.00 2.43

Profit / Loss after Tax 62.54 (294.94)

Paid up Equity Share Capital 379.17 379.17

Earning per share (Rs. 10/- each) Basic 1.65 (7.78) & Diluted (in Rs.)

The performance of the Company during the year has improved as compared to that of the last year as sales realization was higher as compared to last year. Further during the financial year your company has achieved total turnover of Rs. 359.72 Crores in comparison to previous year''s total income of Rs. 282.65 Crores and earned net profit of Rs. 62.54 Lacs in comparison to previous year''s net loss of Rs. 294.94 Lacs.

DIVIDEND

Due to inadequate profit, your Directors have not recommended any dividend for the year under review

DIRECTORS:

The Board in its meeting held on 14th August, 2014 has appointed Mrs. Jasmeet Kaur Bhatia as an Additional Director as well as independent women Director of the Company, not liable to retire by rotation.

Further Shri Surjeet Singh Kohli resigned from the post of Directorship. Your Board places on record its deep appreciation of the valuable contribution made by him during his tenure as Director of the Company.

Further Dr. Surendra Singh and Mr. Harbhajan Singh Khanuja the existing Independent Directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement to hold the office till 31st March, 2019.

The Company has received notice in writing from the members as required under section 160 of the Companies Act, 2013 for proposal of appointment of Mrs. Jasmeet Kaur Bhatia as a Director as well as Independent Director and for all other Independent Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors have submitted a declaration confirming that they meet the criteria for independence as provided in section 149(6) of the Act and are eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said three directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

In accordance with the provision of the Companies Act, 2013 Shri Gurdeep Singh Bhatia, retires from the Board of Directors by rotation and being eligible offer themselves for reappointment in ensuing Annual General Meeting.

SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS

The Ministry of Corporate Affairs has vide its circular dated 08th February 2011, had granted general exemption to companies from attaching to their balance sheet, the accounts and other documents of their subsidiaries companies, subject to fulfill of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the accounts and other documents of the company''s subsidiaries are not attached to the Annual report of the company. The consolidated financial statement of the Company, which includes the financial information of its subsidiary (i.e. Puregene Biotech Limited) are forming part of this.

The Annual accounts and financial statements of the Subsidiary company of your company and related detailed information shall be made available to members on request and are open for inspection at the Registered office of your company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules 1988, the Poultry is exempted. Further the Company''s operations do not involve substantial consumption of energy in comparison to cost of production, However possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

Technology absorption:

The Company has neither purchased within India nor imported any technology. However company has imported machinery from Sweden and feed formula from Netherland.

Foreign Exchange Earnings and Outgo Total foreign exchange earned : Nil

Total foreign exchange used : 4532154.00

DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director''s Responsibility Statement, your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31st March 2014; the applicable accounting standards have been followed;

II) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

(IV) That they have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s. Khandelwal Kakani & Co., Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment. Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint M/s. Khandelwal Kakani & Co., as statutory auditors of the Company from the conclusion of the forthcoming Annual General Meeting till the conclusion of the thirtieth Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

COMMENTS ON AUDITORS REPORT

The Board has duly reviewed the Statutory Auditors'' Report on the Accounts. The observations and comments, if any, appearing in the Auditors'' Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Shri Surendra Singh, Shri Harbhajan Singh Khanuja and Mrs. Jasmeet Kaur Bhatia all are independent directors of the Company.

COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable

provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules 2014, the Company is not required to appoint the Cost Auditors for the year 2014-15. The Cost Audit Report for the year 2013-14 would be filed to the Central Government within the stipulated time.

FIXED DEPOSITS

Your company has not accepted or invited any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956, during the year under review.

CORPORATE GOVERNANCE

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate is obtained from Practicing Company Secretary in terms of provisions of section 383A(1) of the Companies Act, 1956 is annexed herewith.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e www.simranfarms.com LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time .The Company has also taken insurance cover for any claims /losses arising out of its core business of security broking.

ACKNOWLEDGMENT

The Board places on record its deep appreciation of the devoted services of loyal workers ,executives and other staff of the Company , who have contributed to the performance and company''s continue inherent strength. Your directors also wish to thank the customers, dealers, agents. Suppliers, partners, investors, banks and other stakeholders for their continued support and faith respond in the Company. We look forward to their continued support in the future.

For and behalf of the Board

Date : 14.08.2014 Place : Indore Sd/- Sd/- H.S. Bhatia G.S. Bhatia Managing Director Director DIN 00509426 DIN 00401929

Mar 31, 2013

To The Members of Simran Farms Limited

The Directors here by presents the 26th Annual Report of your company together with the Audited Statements of Accounts forthe year ended on 31st March, 2013. The Financial Results of the company in the year under review are as under:

FINANCIAL AND OPERATIONAL PERFORMANCE.

(Rs. In Lacs)

Year ended Year ended 31/3/2013 31/03/2012

Total Income 28265.69 22970.59

Total Expenditure 28558.20 22867.83

ProfiV(Loss) before prior period adjustments (292.51) 102.76

and extra ordinary income

Add: Extra ordinary item 0.00 1.03

ProfiVLoss before tax (292.51) 103.79

Provision for taxation:

Income Tax 0.00 35.25

Deferred Tax Assets/Liability 2.43 0.89

ProfiVLoss aftertax (294.94) 67.65

Paid up Equity Share Capital 379.17 379.17

Reserves 1085.10 1380.03

During the financial year your company has achieved good turnover but due to increase in cost of feed ingredients and low realization of sale of chickens, your Company has incurred net loss of Rs. 294.94 Lacs in comparison to previous year''s net profit of Rs. 67.65 lacs.

DIVIDEND

Due to non-availability of profit, your Directors have not recommended any dividend for the year under review.

DIRECTORS:

In accordance with the provision of the Companies Act, 1956, and As per Article 115 of Article of Association of the Company, Dr. Surendra Singh and Mr. Gurdeep Singh Bhatia, retires from the Board of Directors by rotation and being eligible offerthemselves for reappointment in ensuing Annual General Meeting.

SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS

The Ministry of Corporate Affairs has vide its circular dated 08th February 2011, had granted general exemption to companies from attaching to their balance sheet, the accounts and other documents of their subsidiaries companies, subject to fulfillment of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the accounts and other documents of the company''s subsidiaries are not attached to the Annual report of the company. The consolidated financial statement of the Company, which includes the financial information of its subsidiary (i.e. Puregene Biotech Limited) are forming part of this.

The Annual accounts and financial statements of the Subsidiary company of your company and related detailed information shall be made available to members on request and are open for inspection at the Registered office of your company.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules 1988, the Poultry is exempted. Further the Company''s operations do not involve substantial consumption of energy in comparison to cost of production, However possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

Technology absorption:

The Company has neither purchased within India nor imported any technology.

Foreign Exchange Earnings and Outgo

Total foreign exchange earned : Rs. Nil

Total foreign exchange used : Rs. 48629.00

DIRECTOR''S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director''s

Responsibility Statement, yourdirectors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended on 31st March 2013; the applicable accounting standards have been followed except accounting standard 13;

II) That they 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 the end of financial year and of the loss of the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

(IV) That they have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Khandelwal Kakani & Co., auditors of the company, retires as the auditors at the ensuing Annual General Meeting and being eligible, offers them for reappointment.

COMMENTS ON AUDITORS REPORT

The qualification of Auditors regarding non provisions of diminution in value of shares of Rs. 1.17 Lacs of subsidiary Company, the directors of the opinion that In view of, recovering maximum losses of subsidiary company and future profits of the subsidiary company, the Directors expects to recover all the losses in short period, hence not provided.

Further the Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Dr. Surendra Singh, Mr. Harbhajan Singh Khanuja and Mr. Surjit Singh.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58A of the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975.

CORPORATE GOVERNANCE:

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate is obtained from Practicing Company Secretary in terms of provisions of section 383A(1) of the Companies Act, 1956 is annexed herewith.

COST AUDITOR

Pursuant to the Provisions of Companies Act, 1956, the Board of Directors on the recommendation of the Audit Committee, appointed Sudeep Saxena & Associates, Cost Accountant, as Cost Auditor of the Company for the financial year ending 31st March 2014.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e www.simranfarms.com

LISTING OFTHE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai.

DEPOSITORY SYSTEM

Your Company''s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL).

In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of De-materialization of the Company''s shares on either of the Depositories mentioned as aforesaid.

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

In order to reduce cost of posting and speedy delivery of documents, service of documents through electronic mode has been permitted under section 53 of the Companies Act, 1956 in place of service of document under certificate of posting. Similarly, to reduce the consumption of papers and speedy secure delivery, service of copies of Balance Sheets and Auditors Report etc., to the members of the company as required under section 219 of the Companies Act, 1956 has been allowed to be served through electronic mode by capturing their e-mail addresses available with the depositories or by obtaining directly from the shareholders.

INSURANCE

The Company''s assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time The Company has also taken insurance cover for any claims /losses arising out of its core business of security broking.

ACKNOWLEDGMENT:

Your director''s wishing to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and support. Your directors also wish to thank the customers, dealers, agents.

Suppliers, partners, investors, banks and other stakeholders for their continued support and faith respond in the Company. We lookforward to their continued support in the future.

For and behalf of the Board

Date : 30.05.2013

Place: Indore Sd/- Sd/-

H.S. Bhatia G.S. Bhatia

Managing Director Director

Mar 31, 2012

To The Members of Simran Farms Limited

The Directors have pleasure in presenting the 25th Annual Report of your company together with the Audited statements Accounts for the year ended on 31st March, 2012. The Financial Results of the company in the year under review are as under:

FINANCIAL AND OPERATIONAL PERFORMANCE.

(Rs. In Lacs )

Year ended Year ended

31/3/2012 31/03/2011

Total Income 22970.59 16602.13

Total Expenditure 22786.13 15906.38

Profit before depreciation 184.46 695.75

Depreciation 81.70 69.87

Profit/Loss after deprecation but before prior period adjustments

and extraordinary income 102.76 625.88

Add: Extraordinary item 1.03 2.18

Add: Excess provisions W/B 0.00 1.57

Add: Prior years adjustment 0.00 (28.68)

Profit/Loss be for tax 103.79 600.95 Provision for taxation:

Income Tax 35.25 210.11

Deferred Tax Assets/Liability 0.89 (8.15)

Profit/Loss after tax 67.65 398.99

Paidup Equity Share Capital 379.17 379.17

Reserves 1380.03 1347.64

During the financial year, Company continued to grow in terms of sales turnover, however the overall profitability of the company was lower-the reasons were the cost of poultry feed was very high in the last couple of months and decrease of sale price of chicks. Further during the financial year your company has achieved good turnover but due to increase in price of feed ingredients, your Company could achieve Net profit of Rs. 67.65 Lacs in comparison to previous year's net profit ofRs. 398.99 lacs.

DIVIDEND

In spite of low profitability, your Directors are pleased to recommend a dividend of 8% on the equity shares i.e. Rs. 0.80/- per Equity Share of face valueRs. 10/- subject to Approval of the members in ensuing Annual General Meeting.

DIRECTORS:

In accordance with the provision of the Companies Act, 1956, and As per Article 115 of Article of Association of the Company, Shri Surjeet Singh Kohli, retire from the Board of Directors by rotation and being eligible offer himself for reappointment in ensuing Annual General Meeting.

STANDALONE FINANCIAL STATEMENT

The Ministry of Corporate Affairs (MCA) vide notification No.S.0.447(E) dated 28th February, 2011 amended the existing Schedule VI to the Companies Act, 1956. The Revised Schedule VI is applicable from financial year commencing from 01st April, 2011. The Financial Statements of your company for the year ended 31st March, 2012 have been prepared in accordance with the Revised Schedule VI and accordingly, the previous year's figures have been reclassified/regrouped to conform to this year's classification.

SUBSIDIARY COMPANY AND CONSOLIDATION OF ACCOUNTS

The Ministry of Corporate Affairs has vide its circular dated 08th February 2011, had granted general exemption to companies from attaching to their balance sheet, the accounts and other documents of their subsidiaries companies, subject to fulfill of specified conditions. In view of this general exemption and being in compliance with the conditions thereof, the accounts and other documents of the company's subsidiaries are not attached to the Annual report of the company. The consolidated financial statement of the Company, which includes the financial information of its subsidiary (i.e. Pure gene Biotech Limited) are forming part of this.

The Annual accounts and financial statements of the Subsidiary company of your company and related detailed information shall be made available to members on request and are open for inspection at the Registered office of your company.

CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules 1988, the Poultry is exempted. Further the Company's operations do not involve substantial consumption of energy in comparison to cost of production, However possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

Technology absorption:

The Company has neither purchased within India nor imported any technology.

Foreign Exchange Earnings and Outgo : Rs. Nil

Total foreign exchange earned : Rs. Nil

Total foreign exchange used : Rs. 326447

DIRECTOR'S RESPONSIBILITIES STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to the Director's Responsibility Statement, your directors hereby confirm:

I) That in the preparation of the annual accounts for the financial year ended 31st March 2012; the applicable accounting standards have been followed except accounting standard 13;

II) That they have selected such accounting policies and applied them consistently and made judgments, and estimate 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 financial year and of the profit of the Company for the year under review;

III) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act, for safeguarding the assets of the Company and for preventing and detecting Fraud and other irregularities.

(IV) That they have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Khandelwal Kakani & Co., auditors of the company, retires as the auditors at the ensuing Annual General Meeting and being eligible, offers them for reappointment.

COMMENTS ON AUDITORS REPORT

The qualification of Auditors regarding non provisions of diminution in value of shares of Rs. 15.01 Lacs of subsidiary Company, the directors of the opinion that In view of, recovering maximum losses of subsidiary company and future profits of the subsidiary company, the Directors expects to recover all the losses in short period, hence not provided. Further the Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges an Audit Committee Comprises of Shri Surendra Singh, CA Shri Lalit Khatri and Shri Surjit Singh.

PUBLIC DEPOSITS

Your Company has not accepted any Public deposit within the meaning of section 58Aof the Companies Act 1956, read with the Companies (Acceptance of Deposit) Rules, 1975 CORPORATE GOVERNANCE:

A separate section titled "Corporate Governance" including a certificate from the Auditors of the Company confirming compliance of the conditions of the Corporate Governance as stipulated under clause 49 of the Listing Agreement and also the Management Discussion and Analysis Report and CEO certification are annexed hereto and form part of the report.

PARTICULARS OF EMPLOYEES

The Company did not have any employee, during the year drawing remuneration attracting the provision of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rule 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

HUMAN RESOURCES DEVELOPMENT

Your Company believes that nurturing and development of human capital is of key importance for its operations, The HR policies and procedures of your Company are geared up towards this objective. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate is obtained from Practicing Company Secretary in terms of provisions of section 383A(1) of the Companies Act, 1956. Further, In terms of Section 219(1) (b) (IV) of the act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection by Members at the registered office of the Company during business hours on working days up to the date of the ensuing AGM, and if any Member is interested in obtaining a copy thereof such Member may write to the company whereupon a copy would be sent.

CODE OF CONDUCT

The company has laid-down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct. The code of conduct has posted on website of the company i.e www.simranfarms.com

LISTING OFTHE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai.

DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

In order to reduce cost of posting and speedy delivery of documents, service of documents through electronic mode has been permitted under section 53 of the Companies Act, 1956 in place of service of document under certificate of posting. Similarly, to reduce the consumption of papers and speedy secure delivery, service of copies of Balance Sheets and Auditors Report etc., to the members of the company as required under section 219 of the Companies Act, 1956 has been allowed to be served through electronic mode by capturing their e-mail addresses available with the depositories or by obtaining directly from the shareholders.

INSURANCE

The Company's assets are adequately insured against the loss of fire and other risk, as considered necessary by the Management from time to time. The Company has also taken insurance cover for any claims /losses arising out of its core business of security broking.

ACKNOWLEDGMENT:

Your directors wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and support company is on growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, partners, investors, banks and other stakeholders for their continued support and faith respond in the Company. The Company is also thankful to the various Government Authorities. We look forward to their continued support in the future.

For and behalf of the Board

Date : 30.05.2012

Place: Indore H.S. Bhatia G.S. Bhatia

Managing Director Director

Mar 31, 2011

To the members of Simran Farms Limited

The Directors have pleasure in presenting the 24th Annual Report of your company together with the Audited state- ments Accounts for the year ended on 31st March, 2011. The Financial Results of the company in the year under review are as under:

FINANCIAL & OPERATIONAL PERFORMANCE

[Rs. In Lacs]

Year ended Year Ended

31/3/2011 31/03/2010

Total Income 16941.31 14186.41

Total Expenditure 16245.55 13560.22

Profit before depreciation 695.76 626.19

Depreciation 69.87 59.28

Profit/Loss after deprecation but before prior period adjustments 625.89 566.91 and extra ordinary income

Add: Extra ordinary item 2.17 0.00

Add: Excess provisions W/B 1.57 0.58

Add: Prior years adjustment (28.68) (2.39)

Profit/Loss before tax 600.95 565.10 Provision for taxation

Income Tax 210.11 189.56

Deferred Ta x Assets/Liability (8.15) 34.17

Profit/Loss after tax 398.99 341.37

Paid up Equity Share Capital 379.17 379.17

Reserves 1347.64 992.86

The year under review your company, posted yet another year of stellar performance with an impressive top line growth and high quality earning reflecting robustness of its corporate strategy of creating multiple drivers of growth.

During the year, the company has scaled new height in terms of sales, profits and net worth. Sales for the year was Rs. 164.73 crore against Rs. 135.93 crore in the previous year and registering growth of 21.18%. Profit after tax for the year was Rs. 398.99 lacs as against Rs 341.37 lacs in previous year, at a growth of 16.87%.

DIVIDEND

This year after looking at the consistent growth in performance, your Directors are pleased to recommend a dividend of 10% on the equity shares i.e. Re. 1/- per Equity Share of face value Rs.10/- subject to Approval of the members in ensuing Annual General Meeting .

DIRECTORS:

In accordance with the provision of the Companies Act, 1956 Shri Surendar Singh, and Shri Gurdeep Singh Bhatia retire from the Board of Directors by rotation and they are eligible offer themselves for reappointment in ensuing Annual General Meeting.

SUBSIDIARY COMPANY:

In accordance with the General Circular No. 2/2011 issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and loss Account and other statements of the Subsidiary Company are not being attached with the Annual Report of the Company. The Company will make available the Annual Accounts of the Subsidiary Company and the related detailed information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Company will also be kept open for inspection at the registered office of the Company. The Consolidated Financial Statements presented by the Company include the financial results of the subsidiary company.

CONSOLIDATION OF ACCOUNTS

In accordance with the requirement of Accounting Standards prescribed by the Institute of the Chartered Accountants of India, the consolidated account of your Company is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS & OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules 1988, the Poultry is exempted. Further the Company's operations do not involve substantial consumption of energy in comparison to cost of production, However possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

Technology absorption:

The Company has neither purchased within India nor imported any technology.

Foreign Exchange Earnings and Outgo : Rs. Nil

Total foreign exchange earned : Rs. Nil

Total foreign exchange used : Rs. Nil

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956 with respect to Directors responsibility statement, it is hereby confirmed: -

I. That in the preparation of the accounts for the financial year ended on 31st March 2011, the applicable accounting standards have been followed except accounting standard 13.

II. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for the year under review.

III. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for the safe guarding the assets of the company and for preventing and detecting fraud and irregularities.

IV. That the Directors have prepared the accounts for the financial year ended on 31st March 2011 for on a going concern basis.

AUDITORS:

M/s Khandelwal Kakani & Co., auditors of the company, retires as the auditors at the ensuing Annual General Meeting and being eligible, offers them for reappointment.

COMMENTS ON AUDTIORS REPORT

The qualification of Auditors regarding non provisions of diminution in value of shares of Rs. 27.70 Lacs of subsidiary Company, the directors of the opinion that in view of, recovering maximum losses of subsidiary company and future profits of the subsidiary company, the Directors expects to recover all the losses in short period, hence not provided. Further the Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and do not require any explanation.

AUDIT COMMITTEE

Under the provisions of Companies Act, 1956 and Listing Agreement with the Stock Exchanges a Audit Committee Comprises of Shri Surendra Singh, CA Shri Lalit Khatri and Shri Surjit Singh.

PUBLIC DEPOSITS:

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE:

A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report and CEO certification are annexed to this report.

PERSONNEL

The company did not have any employee during the year drawing remuneration attracting the provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of employee) Rules 1975.The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate is obtained from L.N. Joshi & Company, Practicing Company Secretary in terms of provisions of section 383A(1) of the Companies Act, 1956.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai.

DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depository Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.

GREEN INITIATIVES IN THE CORPORATE GOVERNANCE

In order to reduce cost of posting and speedy delivery of documents, service of documents through electronic mode has been permitted under section 53 of the Companies Act, 1956 in place of service of document under certificate of posting. Similarly, to reduce the consumption of papers and speedy secure delivery, service of copies of Balance Sheets and Auditors Report etc., to the members of the company as required under section 219 of the Companies Act, 1956 has been allowed to be served through electronic mode by capturing their e-mail addresses available with the depositories or by obtaining directly from the shareholders.

ACKNOWLEDGMENT:

Your directors wish to place on record their appreciation for the contribution made by employees at all levels and only due to their hard work, solidarity and support company is on growth path. Your directors also wish to thank the customers, dealers, agents. Suppliers, partners, investors, banks and other stakeholders for their continued support and faith respond in the Company. The Company is also thankful to the various Government Authorities. We look forward to their continued support in the future.

Place: Indore By Order of the Board

Date: 26.05.2011 For SIMRAN FARMS LIMITED

H.S. BHATIA G.S. Bhatia

Managing Director Director

Mar 31, 2010

The Directors have pleasure in presenting the 23rd Annual Report of your company together with the Audited state- ments Accounts for the year ended on 31 st March, 2010. The Financial Results of the company in the year under review are as under:

FINANCIAL & OPERATIONAL PERFORMANCE

[Rs. In Lacs] Year ended Year Ended

31/3/2010 31/03/2009

Total Income 14186.41 7609.98

Total Expenditure 13560.22 7311.00

Profit before depreciation 626.19 298.98

Depreciation 59.28 50.35

Profit/Loss after deprecation but 566.91 248.62 before prior period adjustments and extra ordinary income

Add: Extra ordinary item 0.00 74.18

Add: Excess provisions W/B 0.58 0.02

Add: Prior years adjustment (2.39) 6.21

Profit/Loss before tax 565.10 329.04 Provision for taxation

Income Tax 189.56 49.75

Deferred Tax Assets/Liability 34.17 55.50

Fringe Benefit Tax 0.00 2.79

Profit/Loss after tax 341.37 221.02

Paid up Equity Share Capital 379.17 379.17

Reserves 992.86 651.50

The year under review your company performed tremendously well. Even during the sluggish market condition your company was able to achieve its all time high profit. This was a landmark year for the company for its operating performance.

During the year, the company has scaled new height and set several new benchmarks in terms of sales, profits and net worth Sales for the year was Rs. 140.94 crore against Rs. 75.09 crore in the previous year and registering growth of 87.70% . Profit after tax for the year was Rs. 341 37 lacs as against Rs 221.02 lacs in previous year, at a growth of 54.45%.

DIVIDEND

To conserve & resources of profit, Your Directors regret their inability to recommend any dividend for the year under review.

DIRECTORS:

CA Lalit Kumar Khatri was co-opted on the Board as an additional Director, in terms of Section 260 of the Companies Act, 1956 he shall hold office only upto the date of the ensuing Annual General Meeting. The company has received requisite notice in writing from a member proposing his candidature for the office of Director liable to retire by rotation.

Further, Shri Surjit Singh Kohli, a Director retiring by rotation has offered himself for re-appointment at the ensuing Annual General Meeting.

SUBSIDIARY COMPANY:

Information and Documents Pursuant to the provisions of the Section 212 of the Companies Act 1956 relating to Puregene Biotech Limited, a Subsidiary Company is annexed forming Part of this Report.

CONSOLIDATION OF ACCOUNTS

In accordance with the requirement of Accounting Standards prescribed by the Institute of the Chartered Accountants of India, the consolidated account of your Company is annexed to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of particulars in the Report of Board of Directors) Rules 1988, the Poultry is exempted. Further the Companys operations do not involve substantial consumption of energy in comparison to cost of production, However possible energy conservation measures have been implemented with a view to conserve and optimize the use of energy.

Technology absorption:

The Company has neither purchased within India nor imported any technology.

Foreign Exchange Earnings and Outgo : Rs. Nil

Total foreign exchange earned : Rs. Nil

Total foreign exchange used : Rs. Nil

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act 1956 with respect to Directors responsibility statement, it is hereby confirmed: -

I. That in the preparation of the accounts for the financial year ended on 31- March 2010, the applicable accounting standards have been followed except accounting standard 13 & 15.

II. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the company for the year under review.

III. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956 for the safe guarding the assets of the company and for preventing and detecting fraud and irregularities.

IV. That the Directors have prepared the accounts for the financial year ended on 31- March 2010 for on a going concern basis.

AUDITORS:

M/s Khandelwal Kakani & Co., auditor of the company, retires as the auditors at the ensuing Annual General Meeting and being eligible, offers them for reappointment

COMMENTS ON AUDTIORS REPORT

The qualification of Auditors regarding non provision of Retirement/post retirement benefits, the Directors in view of the employees turnover are of the opinion that the company has no material liability on this account. The management is in process of obtaining the actuarial valuation regarding these liabilities and also approaching insurance companies for obtaining policies for its gratuity/leave encashment liabilities.

Further qualification of Auditors regarding non provisions of diminution in value of shares of Rs. 34.25 Lacs of subsidiary Company, the directors of the opinion that In view of, recovering maximum losses of subsidiary company and future profits of the subsidiary company the Directors expects to recover all the losses in short period, hence not provided.

RECONSTITUTION OF AUDIT COMMITTEE:

Audit committee of the company previously comprises Shri Surender Singh, Shri Gurdeep Singh and Shri Surjit Singh. Board of director of your company believe in rotational policy among the committees for the purpose of achieving transparency and proper accountability among operations of the committee and in result of such policy company introduced CA Shri. Lalit Khatri in place of Mr. Gurdeep Singh as member of audit committee. CA Shri. Lalit Khatri is Charted Accountant by profession and having more then 25 years thorough experience in Corporate Finance and Project management activities.

PUBLIC DEPOSITS:

During the year the company did not invite public deposits within the meaning of section 58A of the companies Act, 1956 and rules made there under.

CORPORATE GOVERNANCE:

A Report on the corporate Governance code along with a certificate from the Auditors of the Company regarding the compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement as also the Management Discussion and Analysis Report and CEO certification are annexed to this report.

PERSONNEL

The company did not have any employee during the year drawing remuneration attracting the provisions of section 217 (2A) of the Companies Act, 1956read with the Companies (particulars of employee) Rules 1975. The company continued to have cordial and harmonious relations with employees. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market condition.

CODE OF CONDUCT

The Company has laid down a code of conduct for all Board members and senior management of the Company. All the Board members and senior management personnel have affirmed compliance with the code of conduct.

SECRETARIAL COMPLIANCE CERTIFICATE

A Secretarial Compliance Certificate is obtained from Practising Company Secretary in terms of provisions of section 383A(1)of the Companies Act, 1956. Further, In terms of Section 219(1) (b) (IV) of the act, the Report and Accounts are being sent to the Members excluding the aforesaid Annexure. The Annexure is available for inspection by Members at the registered office of the Company during business hours on working days up to the date of the ensuing AGM, and if any Member is interested in obtaining a copy thereof such Member may write to the company whereupon a copy would be sent.

LISTING OF THE SHARES

Equity shares of the company are listed on Bombay Stock Exchange Ltd., Mumbai.

DEPOSITORY SYSTEM

Your Companys shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositaries i.e. National Securities Depostory Limited (NSDL) and Central Depository Service (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

ACKNOWLEDGMENT:

The Board would like to express their sincere appreciation to the Financial Insttutions, Banks and companies valued investors and customers for their continued co-operation and support.

Your Directors also take this opportunity to acknowledge the dedicated efforts made by Shareholders, Customers, suppliers, business associates, workers staff, and officers at all level for their contribution to the success of the company. We look forward to their continued support in the future.

Place: Indore By Order of the Board

Date: 31.05.2010 H.S. BHATIA K.S. Bhatia

Managing Director Director

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