SIMPLEX MILLS COMPANY LIMITED
Your Directors present the Annual Report together with the Audited Accounts for theyear ended 31st March 2020.
| ||2019-20 ||2018-19 |
|Profit/(Loss) before Depreciation Finance Cost Exceptional Items and Taxation ||2474961 ||(206454) |
|Less: Depreciation ||877984 ||877984 |
|Less: Finance Cost ||1491042 ||487121 |
|Profit/(Loss) before Exceptional Items and Tax ||105935 ||(1571559) |
|Add/(Less): Exceptional Items (net) ||5658689 ||- |
|Profit/(Loss) before Tax ||5764624 ||(1571559) |
|Profit/(Loss) after Tax for the year ||5764624 ||(1571559) |
In view of the accumulated losses your Directors regret their inability to propose anydividend.
Your Company has reported total income of
`7062446/- and net Profit after tax of ` 5764624/- during the year ended 31stMarch 2020. The net profit for the year is after net exceptional items which includes therecovery of ` 5978340/- (out of this ` 3178340/- was shown as credit in the accountswhich has been adjusted and the balance was recovered during the year) after settlementwith the debtor pursuant to the order of Honbl'e Principal District Judge Akola oncompromise petition filed by the Company and the debtor. This amount was written off asbad debt in earlier years. Further the Company has paid ` 319651/- to the ex-worker ofthe Company pursuant to the order of the Honbl'e Labour Commissioner Akola which has beenshown as exceptional item.
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
Smt. Fatima Fernandes Director of the Company who retires by rotation at theTwenty-Second Annual General Meeting (AGM) and being eligible offer herself forreappointment.
During the year Ms. Manika Arora Company Secretary Key Managerial Personnel andCompliance Officer of the Company resigned from the services of the Company with effectfrom 15th December 2019.
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).
CHANGE OF REGISTERED OFFICE OF THE COMPANY
The Board has decided to shift its registered office from current location to VillageShivni Taluka & District Akola - 444104 with a view to operational convenience andthis will enable the Company to save administrative cost also. It will be convenient forthe Company to find other key resources at more economic cost.
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.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment for Directors SeniorManagement and their remuneration. The details of this Policy are given in the CorporateGovernance Report which forms part of this Report.
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.
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 III and forms a part of this Report.
Messrs K. M. Shah & Co. Chartered Accountants Mumbai (ICAI Firm Registration No.109637W) Auditors of the Company have submitted their Independent Auditors Report on thefinancial statements of the Company for the year ended 31st March 2020 and they havegiven an unmodified opinion(s) report on the financial statements for the year underreview. The Auditors have confirmed that they are not disqualified from being re-appointedas Auditors of the Company. No frauds have been reported by the Auditors under Section143(12) of the Act.
As there was no production during the year 2019-2020 no cost audit required to becarried out.
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 Iand forms part of this Report.
With regard to the observations contained in the Secretarial Audit Report Directorsstate the following:
Reply to observations- (a) (b) and (c)
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 endeavours to ensure compliance had appointed Ms. ManikaArora as a Company Secretary and Compliance Officer of the Company with effect from 25thMarch 2019 and she resigned from the services of the Company with effect from 15thDecember 2019. Thereafter the Company is in search of a suitable candidate and wouldappoint the same at the earliest.
The Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meetings and Annual General Meeting.
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 2020 and theprofit of the Company for the said period; iii. proper and sufficient care has been takenfor the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand 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 a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. The details of the Policy are explained in the CorporateGovernance Report and are also available on the Company's website.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure II and the web-link for the same ishttp://www.simplex-group.com/upload_pdf/8962MGT-9% 20 Fina % 20 (3).pdf
The Company's equity shares are listed at BSE Limited and the Annual Listing Fees forthe year 2020-2021 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 Actread with Rule 8(3) of the Companies (Accounts) Rules 2014 with reference to Conservationof Energy and Technology Absorption. There was no foreign exchange earnings and outgoduring the year under review.
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.
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.
Mumbai 19th June 2020
For and on behalf of the Board of Directors
Sabhapati G Shukla
Shekhar R Singh