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 |
|Loss before Depreciation Finance Costs Exceptional Items and Taxation ||(1016316) ||(948006) |
|Less: Depreciation ||1629 ||2032 |
|Less: Finance Cost ||1374 ||- |
|Loss before Tax ||(1019319) ||(950038) |
|Add/(Less): Exceptional Items ||1270465 ||(4929084) |
|Profit /(Loss) before Tax ||251146 ||(5879122) |
|Profit /(Loss) after Tax for the year ||251146 ||(5879122) |
As there were operational losses in view of that your Directors do not recommend anydividend for the financial year under review.
Your Company has reported net profit after tax of Rs 251146/- during the year ended31st March 2021 which is due to exceptional items (net) of Rs 1270465/- which includeRs 1286832/-written back amount which are no longer payable and Rs 16367/- written offwhich are not recoverable.
TRANSFER TO RESERVES
The Board of Directors of your Company have not transferred any amount to the reservesfor the financial year under review.
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 the Twenty-Seventh Annual General Meeting (AGM) and being eligible offer himself forre-appointment.
Shri Dinesh Chandra Shrimali Independent Director of the Company resigned with effectfrom 1st April 2021 due to acceptance of the position of Chief Executive Officer andChief Financial Officer designated as the Key Managerial Personnel of the Company witheffect from 7th April 2021.
Pursuant to Section 149(4) of the Companies Act 2013 every listed public Companyshall have at least 1/3rd of the total number of directors as an Independent Director.Hence consequent to resignation of Shri Dinesh Chandra Shrimali the Board of Directorsin its meeting held on 7th April 2021 proposed to change the designation of Smt. SitaSunil from Non-Executive Director to Independent Non-Executive Director of the Companysubject to Members approval in the Annual General Meeting with effect from 7th April2021.
Shri Manish Harshey was appointed as an Independent Director of the Company with effectfrom 20th February 2017 upto 19th February 2022. Pursuant to recommendation of theNomination and Remuneration Committee the Board at its Meeting held on 27th May 2021 hasapproved the re-appointment of Shri Manish Harshey as an Independent Director for afurther term of 5 years from 20th February 2022 upto 19th February 2027 subject toapproval of the Members since the Board was of the opinion that his association would beof immense benefit to the Company and it is desirable to avail services of Shri ManishHarshey as an Independent Director.
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 theCompany hold highest standards of integrity and possess requisite expertise and experiencerequired to fulfill their duties as Independent Directors. As per the requirement of thecircular from the stock exchange (no: LIST/COMP/14/2018-19 Dated June 20 2018) the Boardof Directors and its Nomination and Remuneration Committee while considering theappointment and re-appointment of the directors have verified that they are not debarredfrom holding the office of director pursuant to any SEBI order. Accordingly the Companyaffirms that the Director proposed to be appointed/re-appointed is not debarred fromholding the office of director by virtue of any SEBI order or any other such authority.
CONSOLIDATION OF 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 Rs 10/- to Rs 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 Rs 10/- to Rs 1000/- the 100 (OneHundred) paid up Equity Shares of the Company of the face value of Rs 10/- (Rupees Ten)each shall stand consolidated into 1(One) Equity Share of the face value of Rs 1000/-(Rupees One Thousand). Thus it would provide an exit route to the fragmented minorityshareholders.
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.
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.
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 the Company in receipt of remuneration asprescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The prescribed particulars of an Employee as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as Annexure II and forms apart of this Report.
M/s. K. M. Shah & Co. Chartered Accountants Mumbai (ICAI Firm Registration No.109637W) Statutory Auditors of the Company were appointed in the 23rd Annual GeneralMeeting held on 8th August 2017 for a term of five years i.e. from 2017-18 to 2021-22.
The Statutory Auditors of the Company have submitted their Independent Auditors Reporton the financial statements of the Company for the year ended 31st March 2021 and theyhave given 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.
As there was no production during the year 2020-2021 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 I andforms part of this Report.
With regard to the observations contained in the Secretarial Audit Report theDirectors state the following:
Reply to observations- a and b
The Company has been suffering losses continuously as it does not have major businessoperations and revenue. Hence the Company has not been able to appoint Chief ExecutiveOfficer/ Managing Director and Chief Financial Officer.
However as the Company endeavours to ensure compliance the Board of Directors in itsmeeting held on 7th April 2021 has appointed Shri Dinesh Chandra Shrimali as the ChiefExecutive Officer and Chief Financial Officer.
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 2021 and ofthe profit 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 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 onhttp://www.simplex-group.com/upload_pdf/25045 Whistle-Blower-Policy.pdf
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
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 theAct read with Rule 8(3) of the Companies (Accounts) Rules 2014 with reference toConservation of Energy and Technology Absorption. There was no foreign exchange earningsand 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.
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.
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 the CompaniesAct 2013 read with rule 5 of the Companies (Accounts) Rules 2014) under Section 134 ofthe Companies Act 2013 in Form AOC 1.
Highlights of performance of subsidiaries associates and joint venture companies andtheir contribution to the overall performance of the Company pursuant to Rule 8(1) of theCompanies (Accounts) Rules 2014) under Section 134 of the Companies Act 2013.
Receipt of commission from any holding company or subsidiary company by a Director ofthe 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.
The paid up Equity Share capital stood at Rs 30014750/-. 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.
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.
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.
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.
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
Shekhar R Singh
Mumbai 27th May 2021