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Simplex Mills Company Ltd.

BSE: 533018 Sector: Industrials
NSE: N.A. ISIN Code: INE457H01019
BSE 00:00 | 24 May 33.80 -1.05
(-3.01%)
OPEN

35.00

HIGH

36.30

LOW

33.20

NSE 05:30 | 01 Jan Simplex Mills Company Ltd
OPEN 35.00
PREVIOUS CLOSE 34.85
VOLUME 874
52-Week high 57.30
52-Week low 11.40
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 35.00
CLOSE 34.85
VOLUME 874
52-Week high 57.30
52-Week low 11.40
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Simplex Mills Company Ltd. (SIMPLEXMILLS) - Director Report

Company director report

To

The Members

Your Directors present the Annual Report together with the Audited Accounts for theyear ended 31st March 2021.

FINANCIAL RESULTS

(In Rs.)

Particulars 2020-2021 2019-2020
Profit before Depreciation Finance Costs Exceptional Items and Taxation 3983540 2474961
Less: Depreciation 552918 877984
Less: Finance Costs 1628037 1491042
Profit before Exceptional Items and Tax 1802585 105935
Add/(Less): Exceptional Items (net) - 5658689
Profit before Tax 1802585 5764624
Profit after Tax for the year 1802585 5764624

DIVIDEND

As there were operational losses in view of that your Directors do not recommend anydividend for the financial year under review.

OPERATIONS

Your Company has reported total income of ' 7212692/- and net profit after tax of '1802585/- during the year ended 31st March 2021.

TRANSFER TO RESERVES

The Board of Directors of your Company have not transferred any amount to the reservesfor the financial year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the balancesheet date.

LOANS GUARANTEES AND INVESTMENTS

The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 (the Act) are given in the notes to the FinancialStatements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Shekhar R Singh Director of the Company who retires by rotation at theTwenty-Third Annual General Meeting (AGM) and being eligible offer himself forreappointment.

During the year Mrs. Harshika Kataria was appointed on 1st August 2020 as the CompanySecretary

designated as the Key Managerial Personnel of the Company.

Shri Manish Harshey was appointed as an Independent Director in the 19th Annual GeneralMeeting for a term of five (5) consecutive years with effect from 20th February 2017. Hisfirst term of five (5) years will expire on 19th February 2022. It is proposed to themembers to re-appoint him as the Independent Director for a second term of fiveconsecutive years with effect from 20th February 2022 to 19th February 2027 by passing aSpecial Resolution at the ensuing 23rd Annual General Meeting.

Smt Fatima Fernandes Non- Executive Director of the Company resigned with effect from1st April 2021 due to acceptance of the position of Chief Executive Officer and ChiefFinancial Officer designated as the Key Managerial Personnel of the Company with effectfrom 7th April 2021.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the Act andunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (theListing Regulations) and that they are not disqualified to become directors under theCompanies Act 2013. In terms of Section 150 of the Companies Act 2013 read with Rule 6of the Companies (Appointment and Qualification of Directors) Rules 2014 IndependentDirectors of the Company have confirmed that they have registered themselves with thedatabank maintained by The Indian Institute of Corporate Affairs at Manesar (‘IICA').

In terms of Section 134 (3)(q) read with Rule 8 of the Companies (Accounts) Rules2014 the Board of

Directors is of the opinion that all the Independent Directors of the Company holdhighest standards of integrity and possess requisite expertise and experience required tofulfill their duties as Independent Directors. As per the requirement of the circular fromthe stock exchange (no: LIST/COMP/14/2018-19 Dated June 20 2018) the Board of Directorsand its Nomination and Remuneration Committee while considering the appointment andre-appointment of the directors have verified that they are not debarred from holding theoffice of director pursuant to any SEBI order. Accordingly the Company affirms that theDirector proposed to be re-appointed is not debarred from holding the office of directorby virtue of any SEBI order or any other such authority.

CONSOLIDATION OF EQUITY SHARES

Considering the mutual benefits of Consolidation to the Shareholders and the Companythe Management of the Company proposed to consolidate the Equity Share capital byincreasing its face value from ' 10/- to ' 1000/- per share.

Since the shares of the Company are infrequently traded the shareholders have no exitroute. They are unable to sell their shares in the market. However if the shares areconsolidated by increasing their face value from ' 10/- to ' 1000/- the 100 (One Hundred)paid up Equity Shares of the Company of the face value of ' 10/- (Rupees Ten) each shallstand consolidated into 1(One) Equity Share of the face value of ' 1000/- (Rupees OneThousand). Thus it would provide an exit route to the fragmented minority shareholders.

Further the overhead costs incurred on servicing the fragmented minority shareholdingwill be reduced significantly post consolidation.

In view of the above the Board of Directors in its Meeting held on 27th May 2021 hasapproved the proposal for Consolidation of Shares subject to approval of Members andother regulatory authorities.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations a structuredquestionnaire was prepared after taking into consideration of the various aspects of theBoard's functioning composition of the Board and its committees culture execution andperformance of specific duties obligations and governance.

The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non Independent Directors were carried out by theIndependent Directors. The Directors expressed their satisfaction with evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year under review four Board meetings were held. The details of themeetings are given in Corporate Governance Report which forms part of this Report.

NOMINATION AND REMUNERATION POLICY

The Board has framed a policy for selection and appointment for Directors and SeniorManagement and their remuneration. The details of this Policy are given in the CorporateGovernance Report which forms part of this Report. The Nomination and Remuneration Policyis also available on the website of the Company on http://simplex-group.com /upload_pdf/13186 Nomination%20and%20Reumenration%20Policy.pdf.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for IndependentDirectors of the Company. The details of the programme are given in the CorporateGovernance Report which forms part of this Report.

AUDITORS AND AUDITORS' REPORT

M/s. K. M. Shah & Co. Chartered Accountants Mumbai (ICAI Firm Registration No.109637W) Statutory Auditors of the Company were appointed in the 19th Annual GeneralMeeting held on 8th August 2017 for a term of five years i.e. from 2017-18 to 2021-22.

The Statutory auditors have submitted their Independent Auditors Report on thefinancial statements of the Company for the year ended 31st March 2021 and they havegiven an unmodified opinion(s) report on the financial statements for the year underreview. No frauds have been reported by the Auditors under Section 143(12) of the Act.

COST AUDIT

As there was no production during the year 2020-2021 no cost audit required to becarried out.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year in accordance with provisions ofSection 204 of the Act. The Secretarial Auditor's Report is attached as Annexure I andforms part of this Report.

With regard to the observations contained in the Secretarial Audit Report Directorsstate the following:

Reply to observations- a and b

Due to the Company's weak financial position and low business operations it was not ina position to appoint Chief Executive Officer/Managing Director and Chief FinancialOfficer.

However as the Company endeavors to ensure compliance has appointed Smt FatimaFernandes as the Chief Executive Officer and Chief Financial Officer designated as theKey Managerial Personnel with effect from 7th April 2021.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meetings and Annual General Meeting.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance asstipulated in the Listing Regulations. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) read with Section 134(5) of the Act and the ListingRegulations on the basis of information placed before them the Directors state that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

ii. appropriate accounting policies have been selected and applied consistently andthe judgements and estimates that have been made are reasonable and prudent so as to givea true and fair view of the state of affairs of the Company as at 31st March 2021 and theprofit of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively; and

vi. there is a proper system to ensure compliance with the provisions of all applicablelaws and that such system is adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and that the provisions of Section 188 of the Act are not attracted.Thus disclosure in form AOC-2 is not required. Further there are no materiallysignificant related party transactions made by the Company with Promoters and Directors orother designated persons which may have a potential conflict with the interest of theCompany at large.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has an adequate and functional Whistle Blower Policy/Vigil Mechanism inplace. The objective of the Vigil Mechanism is to provide the employees directorscustomers vendors contractors and other stakeholders of / in the Company an impartialand fair avenue to raise genuine concerns about unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct and seek redressal in line with theCompany's commitment to the highest possible standards of ethical moral and legalbusiness conduct and fair dealings with all its stakeholders and constituents and itscommitment to open communication channels. The details of the Policy are explained in theCorporate Governance Report and are also available on the Company's website onhttp://simplex-group.com/upload_pdf/16307Whistle- Blower-Policy.pdf.

ANNUALRETURN

In terms of Section 92(3) of the Companies Act 2013 copy of the Annual Return of theCompany is placed on the website of the Company i.e. www.simplex- group.com

PARTICULARS OF EMPLOYEES

During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. The prescribed particulars of Employees as required under Section 197(12) of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure II and forms a part of this Report.

STOCKEXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees forthe year 2021-2022 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO.

During the year under review the Company has not carried out any manufacturingactivity and hence the Directors have nothing to report under Section

134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules 2014 withreference to Conservation of Energy and Technology Absorption. There was no foreignexchange earnings and outgo during the year under review.

MATERIAL CHANGES AFFECTING THE COMPANY :

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthese financial statements relate and the date of this Report.

RISK ASSESSMENT AND MANAGEMENT:

The Company in its Board Meeting identifies various risk involved in the working of theCompany and suitable mitigation measures are thereafter adopted by the management afterdiscussion with the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with the provisions of the Companies Act 2013 and the rules framed there underwith respect to the Corporate Social Responsibility (CSR) your Company is not governed bythe provisions of Section 135 of the Companies Act 2013 and Companies (Corporate SocialResponsibility Policy) Rules 2014. So the Company is not required to formulate a policyon CSR and was not required to constitute a CSR Committee.

CHANGE IN THE NATURE OF BUSINESS

During the year there was no change in nature of business.

DETAILS OF HOLDING/SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any Holding/Subsidiary Company/Joint Venture/AssociateCompany during the year under review. Accordingly the following disclosures of the sameare not applicable:

• Form AOC-1 pursuant to first proviso to subsection (3) of section 129 of theCompanies Act 2013 read with rule 5 of the Companies (Accounts) Rules 2014) underSection 134 of the Companies Act 2013 in Form AOC - 1.

• Highlights of performance of subsidiaries associates and joint venturecompanies and their contribution to the overall performance of the Company pursuant toRule 8(1) of the Companies (Accounts) Rules 2014) under Section 134 of the Companies Act2013.

• Receipt of commission from any holding company or subsidiary company by aDirector of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

During the financial year under review no significant and material orders were passedby the regulators or courts or tribunals impacting the going concern status and theCompany's operations in future.

SHARE CAPTIAL

The paid up Equity Share capital stood at ' 30004750/-. During the year underreview the Company has not issued equity shares with differential voting rights sweatequity shares employees stock options and not made any provision for purchase of its ownshares.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included inthe Management Discussion and Analysis which is a part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (IBC) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THEFINANCIAL YEAR

Not applicable as the Company has not made or received any application under the IBCduring the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not entered into any one time settlement and thus this clause is notapplicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year under review asstipulated under Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached and forms a part of this Report.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace and has duly constituted an Internal Complaints Committee in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder.

During the year under review there was no complaint reported under the Prevention ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and supportextended by all government authorities financial institutions banks consultantssolicitors and shareholders of the Company. The Directors express their appreciation forthe dedicated and sincere services rendered by the employee of the Company.

For and on behalf of the Board of Directors

Sabhapati G Shukla
Shekhar R Singh
Mumbai 27th May 2021 Directors

.