Your Directors present the 24th Annual Report together with theAudited Accounts of for the financial year ended 31st March 2022.
(Rs in '000)
|Particulars ||2021-2022 ||2020-2021 |
|Profit before Depreciation Finance Costs Exceptional Items and Taxation ||1977.29 ||3983.54 |
|Less: Depreciation ||552.92 ||552.92 |
|Less: Finance Costs ||1772.14 ||1628.04 |
|(Loss)/Profit before Exceptional Items and Tax ||(347. 77) ||1802.58 |
|Add: Exceptional Items (net) ||7352.60 ||- |
|Profit before Tax ||7004.83 ||1802.58 |
|Profit after Tax for the year ||7004.83 ||1802.58 |
As there were operational losses in view of that your Directors donot recommend any dividend for the financial year under review.
Your Company has reported total income of Rs 6195.45 thousands and netprofit after tax of Rs 7004.83 thousands during the year ended 31 March 2022 which isdue to exceptional items (net) of Rs 7352.60 thousands. During the year under review theNational Highway Authority of India (NHAI) has acquired a portion of land approx. 0.21hectare for widening work of the National Highway Number 6. The compensation received forcompulsory acquisition in earlier year was shown as liability till NHAI has takenpossession of the land. During the current year possession was taken by them hence profiton compulsory acquisition of land by NHAI has been recognized and same has been shown asexceptional item.
Further during the year the Company received Rs 3062.04 thousands asrefund of extra charges paid in electricity bills in earlier years and paid Rs 1225.00thousands towards professional charges for providing services in connection of recovery ofthe same. These amounts have been shown as exceptional items.
CHANGE IN THE NATURE OF BUSINESS IF ANY
During the year there was no change in nature of business.
MATERIAL CHANGES AFFECTING THE COMPANY
There were no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany and date of this report.
TRANSFER TO RESERVE
The Board of Directors of your Company have not transferred any amountto the reserves for the financial year under review.
The paid-up equity share capital as on 31st March 2022 was Rs30004.75 thousands. During the year under review the Company has not issued any shares.
CONSOLIDATION OF EQUITY SHARES
At the Twenty-Third Annual General Meeting of the Members of theCompany held on 6th July 2021 approved the Consolidation of shares. Accordingly theCompany had submitted the application with the Hon'ble National Company Law Tribunalon 25th October 2021 for consolidation of 100 (Hundred) equity shares of face value of Rs10/- (Rupees Ten Only) each into 1 (one) equity shares of face value Rs 1000/- (RupeesOne Thousand Only) each.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
During the year under review your Company did not have any subsidiaryor associate or joint venture company. Accordingly the disclosure as required in terms ofSection 129 (3) of the Companies Act 2013 (the Act) and Rule 5 of the Companies(Accounts) Rules is not required.
The Company has not accepted any deposits from the public and as suchno amount on account of principal or interest on deposits from public was outstanding ason the balance sheet date.
LOANS GUARANTEES AND INVESTMENTS
The details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Smt. Fatima Fernandes Non- ExecutiveDirector of the Company resigned with effect from 1st April 2021 due to acceptance ofthe position of Chief Executive Officer and Chief Financial Officer designated as the KeyManagerial Personnel of the Company with effect from 7th April 2021.
Smt. Sita Sunil Director of the Company who retires by rotation at theTwenty-Fourth Annual General Meeting (AGM) and being eligible offers herself forreappointment.
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under the Act and under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (the Listing Regulations) and complied with the Code forIndependent Directors prescribed in Schedule IV to the Act and that they are notdisqualified to become directors under the Act. There has been no change in thecircumstances affecting their status as Independent Directors of the Company. All theIndependent Directors have registered themselves in the Independent Director'sDatabase as maintained by the Indian Institute of Corporate Affairs.
The Board of Directors is of the opinion that all the IndependentDirectors of the Company hold highest standards of integrity and possess requisiteexpertise and experience required to fulfill their duties as Independent Directors.
Pursuant to the provisions of the Act and the SEBI Listing Regulationsa structured questionnaire was prepared after taking into consideration of the variousaspects of the Board's functioning composition of the Board and its committeesculture execution and performance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed.The performance evaluation of the Chairman and the Non-Independent Directors were carriedout by the Independent Directors. The Directors expressed their satisfaction withevaluation process.
BOARD AND COMMITTEE MEETINGS
During the year under review five Board meetings were held. Thedetails of the composition of the Board and its Committees and the number of meetings heldand attendance of Directors at such meetings are provided in the Corporate GovernanceReport which forms part of the Annual Report.
INDEPENDENT DIRECTORS' MEETING
In terms of Schedule IV of the Act and Regulation 25 of the SEBIListing Regulations Independent Directors of the Company are required to hold at leastone Meeting in a financial year without the attendance of Non-Independent Directors andMembers of management.
During the year under review Independent Directors met separately on1st February 2022 inter-alia for
Evalution performance of Non-Independent Directors and theBoard of Directors of the Company as a whole.
Evalution performance of the Chairman of the Company takinginto views of Executive and Non-Executive Directors.
Evalution of the quality content and timeline of flow of informationbetween the management and the Board that is necessary for the Board to effectively andreasonably perform its duties
NOMINATION AND REMUNERATION POLICY
The Board has framed a policy for selection and appointment forDirectors Senior Management and their remuneration. The details of this Policy are givenin the Corporate Governance Report which forms part of this Report. The Nomination andRemuneration Policy is also available on the website of the Company onhttps://simplexgroup.com/admin/report/uploads/Nomination%20and%20Remuneration%20Policy%20Amend ed%20as%20on%2007.04.2021.pdf
FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization programme forIndependent Directors of the Company. The details of the programme are given in theCorporate Governance Report which forms part of this Report.
I. Statutory Auditors
At the Nineteenth Annual General Meeting (the
AGM) of the Company held on 8th August 2017 appointed M/s. K. M. Shah& Co. Chartered Accountants Mumbai as the Statutory Auditors of the Company for aperiod of five consecutive years from the conclusion of the Nineteenth AGM till theconclusion of the Twenty-Fourth AGM. Accordingly the term of the Statutory Auditorsexpires on the conclusion of the Twenty-Fourth AGM.
The Audit Report of M/s. K. M. Shah & Co. Chartered Accountants onthe Financial Statements of the Company for financial year 2021-22 forms part of thisAnnual Report. The Report does not contain any qualification reservation adverse remarkor disclaimer.
The Board of Directors places on record its appreciation for theservices rendered by M/s. K. M. Shah & Co. Chartered Accountants as the StatutoryAuditors of the Company.
The Board of Directors of the Company at its meeting held on 14th May2022 based on the recommendation of the Audit Committee appointed Khandelwal and MehtaLLP Chartered Accountants Mumbai as the Statutory Auditors of the Company for the firstterm of five consecutive years i.e. from the conclusion of the Twenty-Fourth AGM till theconclusion of the Twenty-Ninth AGM to be held for the financial year 2026-27 subject toapproval by the Members at the ensuing AGM of the Company.
Accordingly an Ordinary Resolution proposing the appointment of M/s.Khandelwal and Mehta LLP Chartered Accountants Mumbai as the Statutory Auditors of theCompany for the first term of five consecutive years is set out in the Notice of theTwenty-Fourth AGM forming part of this Annual Report.
The Company has received their written consent along with theeligibility certificate confirming that they satisfy the criteria provided under Section141 of the Act and that the appointment if made shall be in accordance with theapplicable provisions of the Act and rules framed thereunder.
ii. Cost Auditors
As there was no production during the year 2021-22 no cost auditrequired to be carried out. iii. Secretarial Auditors
A Secretarial Audit was conducted during the year in accordance withprovisions of Section 204 of the Act. The Secretarial Auditor's Report is attached asAnnexure I and forms part of this Report. The Report does not contain anyqualification reservation adverse remark or disclaimer.
iv. Internal Auditors
M/s. V. K. Goyal & Associates Chartered Accountants Mumbai arethe Internal Auditors of the Company. The Internal Audit was completed as per the scopedefined by the Audit Committee from time to time.
During the year under review the Statutory Auditors have not reportedany instances of frauds committed in the Company by its Officers or Employees to the AuditCommittee under Section 143(12) of the Act read with Rule 13(1) of the Companies (Auditand Auditors) Rules 2014 details of which needs to be mentioned in this Report.
The Company has complied with the Secretarial Standards issued by theInstitute of Company Secretaries of India on Board Meetings and General Meetings.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year underreview as required under the SEBI Listing Regulations is annexed and forms a part of thisReport.
The Company has complied with the mandatory provisions of CorporateGovernance as stipulated in the SEBI Listing Regulations. A separate report on CorporateGovernance along with the requisite Auditors' Certificate is annexed and forms partof this Report.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) (c) read with Section 134(5) of the Act andthe SEBI Listing Regulations on the basis of information placed before them theDirectors state that:
i. in the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
ii. appropriate accounting policies have been selected and appliedconsistently and the judgments and estimates that have been made are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at 31March 2022 and the profit of the Company for the said period;
iii. proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets 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 andthat such internal financial controls are adequate and were operating effectively; and
vi. there is a proper system to ensure compliance with the provisionsof all applicable laws and that such system is adequate and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during thefinancial year were on an arm's length basis and that the provisions of Section 188of the Act are not attracted. Thus disclosure in form AOC-2 is not required. Furtherthere are no materially significant related party transactions made by the Company withPromoters and Directors or other designated persons which may have a potential conflictwith the interest of the Company at large.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to deal withinstance of fraud and mismanagement if any and violation of the Company's code ofconduct or ethics policy. It also provides adequate safeguards against victimization ofpersons who use such mechanism and provides for direct access to the chairperson of theAudit Committee in appropriate or exceptional cases. None of the employees of the Companyhas been denied access to the Audit Committee.
The details of the Policy are explained in the Corporate GovernanceReport and are also available on the Company's website on https://simplex-group.com/admin/report/uploads/Final%20Whistle%20Blower%2 0Policy.pdf
EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and the Rulesframed thereunder the extract of the Annual Return for the financial year 2021-22 isavailable on the Company's websiteat https://simplex-group.com/ admin/ report/uploads/ Signed% 20Form _ MGT _ 7 _ 2021_SMCL%20(1).pdf
PARTICULARS OF EMPLOYEES
During the year there was no employee in receipt of remuneration asprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The prescribed particulars of Employees as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure II and forms a part ofthis Report.
The Company's equity shares are listed at BSE Limited and theAnnual Listing Fees for the year 2022-23 has been paid.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review the Company has not carried out anymanufacturing activity and hence the Directors have nothing to report under Section134(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.
RISK ASSESSMENT AND MANAGEMENT
The Company in its Board Meeting identifies various risk involved inthe working of the Company and suitable mitigation measures are thereafter adopted by themanagement after discussion with the Board.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
In line with the provisions of the Act 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 Act and the rules made thereunder. Accordingly theCompany is not required to formulate a policy on CSR and nor required to constitute a CSRCommittee.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS.
During the financial year under review no significant and materialorders were passed by the Regulators or Courts or Tribunals that would impact the goingconcern status of the Company and in its future operations.
DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT
The Company has adopted a policy on prevention prohibition andredressal of sexual harassment at workplace and has duly constituted an InternalComplaints Committee in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 (the POSH) and the Rulesthereunder.
During the year under review there was no complaint reported under thePOSH Act 2013.
INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacyare included in the Management Discussion and Analysis which is a part of this report.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (THE CODE)
During the year under review the Company has not made or received anyapplication under the Code and there is no proceeding pending under the said Code.
DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEREOF
During the year under review the Company has not undergone anyone-time settlement and therefore the disclosure in this regard is not applicable.
Your Directors place on record their appreciation for the assistanceand support extended by all government authorities financial institutions banksconsultants solicitors and shareholders of the Company. The Directors express theirappreciation for the dedicated and sincere services rendered by the employees of theCompany.
For and on behalf of the Board
|Shekhar R Singh ||Sabhapati G.Shukla |
|Director ||Director |
|DIN: 03357281 ||DIN: 02799713 |
|th || |
|Mumbai 14 May 2022 || |