Simbhaoli Sugars Ltd — Audit Report / Information 2019

Sep 11, 2019

,:j

LI

Ref: SSL: Stock Exchange September 11, 2019

Bombay Stock ExchangeLimited PhirozeJeejeebhoy Towers Dalal Street, Fort Mumbai Fax No. 022-22723121/2037/2041

Simbhaoli Sugars Limited CIN-L 15122UP2011PLC044210 (An FSSC 22000: 2011, ISO 9001 : 2008 & 14001 : 2004 Certified Company) Corporate Office : A-112, Sector-63, Noida-201307 (Delhi NCR) INDIA Tel. : +91-120-480 6666 Fax : +91-120-2427166 E-mail : info@simbhaolisugars.com www.simbhaolisugars.com GSTIN: 09AAPCS7569A 1ZV

The National Stock Exchange of India Limited Exchange Plaza, Bandra -Kurla Complex, Mumbai- 400051 Fax No. 022-26598237/38

Ref: Scrip Code: NSE: SIMBHALS BSE: 539742 Re: Disclosure pursuant to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Dear Sir,

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith the Report is ued by the Secretarial Auditors of Simbhaoli Power Private Limited (SPPL), as noted by the Board of SPPL on September 10, 2019.

You are requested to take the same on your record;

For Simbhaoli Sugars Limited

==> picture [129 x 50] intentionally omitted <==

----- Start of picture text -----

1
al Samtani :, ��1
Company Secretary . :
M No. - FCS 5140 . �-
----- End of picture text -----

Mis Si111b/1aoli Spirits limited k11ow11* flS_ _Mis Simbhao/i S11,r:,11·s Umite i11_ _p11rs11u11ce to Scheme of Amalgamatioll, as sanctiolled by fl,e /1011_ _'/Jle 1/iglt l'mll'I of J1ulicaluri nl Allahabad**

Specialty Sugars

Potable Alcohol

Ethanol

Power

ANUJ SINGH & ASSOCIATES COMPANY SECRETARIES

us

Annexure-A to Secretarial Audit report

To, The Members Simbhaoli Power Private Limited Kothi No. 1, Power Division Compound Simbhaoli UP 245207

1. Maintenance of secretarial record is the responsibility of the Management of the Company. My responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on the random test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Whenever required, I have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on random test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

For ANUJ SINGH & ASSOCIATES Company Secretaries

==> picture [160 x 107] intentionally omitted <==

Date: 27.05.2019 Place: New Delhi

==> picture [154 x 35] intentionally omitted <==

----- Start of picture text -----

, . . cert\1\ed ,. , 1 ue [c][o][?]['][/]
----- End of picture text -----

==> picture [167 x 56] intentionally omitted <==

0-33, MOTI BAGH-I, NEW DELHI - 110021 Phone No.: 9971202072: Email ID: aanujsinqh15@qmail.com

==> picture [65 x 67] intentionally omitted <==

ANUJ SINGH & ASSOCIATES COMPANY SECRETARIES

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED MARCH 31, 2019

To,

The Members Simbhaoli Power Private limited Kothi No. 1, Power Division Compound Simbhaoli UP 245207

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practices by Simbhaoli Power Private Limited (hereinafter called the "Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on March 31, 2019 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31, 2019 according to the provisions of:

• (i) The Companies Act, 2013 (the "Act") and the rules made thereunder;

• (ii) The Securities Contracts (Regulation) Act, 1956 ("SCRA') and the rules made thereunder;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder to the extent of Regulation 76 of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 (including erstwhile regulation);

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

• (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act"):- Not Applicable during the period under review

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (c) of India (Issue of Capital and Disclosure

==> picture [105 x 40] intentionally omitted <==

us

ANUJ SINGH & ASSOCIATES

COMPANY SECRETARIES

• (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

• (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued;

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (including erstwhile regulation);

• (vi) The Management has identified and confirmed the following laws as being specifically applicable to the Company:

• 1) Electricity Act, 2003 and rules and regulations made there under;

• 2) The Boilers Act, 1923;

• 3) Electricity Safety Act, 1998.

I have also examined compliance with the applicable clauses/ Regulations of the following:

• (i) Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs.

• (ii) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to the extent of Regulation 24, since Company is a subsidiary of a Listed Public Company.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except following:

1. Delayed in appointment of an Independent Director beyond the time period prescribed under Section 149 of Companies Act, 2013 and rules made thereunder.

2. Mr. Robert Eugene Driscoll, Director has not attended the meetings held during the year, therefore he is liable to vacate office in terms of Section 167 of Companies Act, 2013. However, he has submitted his resignation via letter dated May 20, 2019.

3. Company is in process of complying with the provisions of Section 135 of Companies Act, 2013 in respect of Constitution of Corporate Social Responsibility Committee, formation of CSR Policy and Contribution of 2% of average net profit made during the three immediately preceding financial years.

==> picture [478 x 116] intentionally omitted <==

==> picture [24 x 11] intentionally omitted <==

----- Start of picture text -----

opi
----- End of picture text -----

==> picture [90 x 59] intentionally omitted <==

ANUJ SINGH & ASSOCIATES COMPANY SECRETARIES

I further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board/Committee Meetings. Agenda and detailed notes on agenda were sent in advance (and at a shorter notice for which necessary approvals obtained) and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, no specific events / actions took place having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

For ANUJ SINGH & ASSOCIATES Company Secretaries

==> picture [167 x 110] intentionally omitted <==

==> picture [165 x 68] intentionally omitted <==

==> picture [127 x 46] intentionally omitted <==

Date: 27.05.2019 Place: New Delhi

Note: This report is to be read with my letter of even date which is annexed as Annexure-A and forms an integral part of this report.

0-33, MOTI BAGH-I, NEW DELHI - 110021 Phone No.: 9971202072: Email ID: aanujsingh15@gmail.com