Your Directors are pleased to present the Hundred and Nineth Annual Report togetherwith the Audited Accounts for the year ended 31st March 2022.
|Particulars ||2021-2022 ||2020-2021 |
|Total Income ||878.88 ||924.15 |
|Profit before Depreciation Finance Costs Exceptional Item and Taxation ||339.59 ||73.79 |
|Less: Depreciation ||16.35 ||12.35 |
|Less: Finance Costs ||9.80 ||20.63 |
|Profit before Exceptional Item and Tax ||313.44 ||40.81 |
|Less: Exceptional Item ||- ||- |
|Profit before Tax ||313.44 ||40.81 |
|Less: Current Tax ||29.31 ||7.01 |
|Deferred Tax ||34.55 ||(12.72) |
|Taxes of earlier years ||2.77 ||0.02 |
|Profit for the year ||246.81 ||46.50 |
|Other Comprehensive Income/ (Expense) for the year net of tax ||18.14 ||98.66 |
|Total Comprehensive Income/ (Expense) for the year ||264.95 ||145.16 |
The Directors are pleased to recommend a dividend of Rs 1.00 per share (i.e 10%) onequity shares of face value of Rs 10/- each for the year ended 31st March 2022. Thedividend as recommended above if approved by the Members at the ensuing Annual GeneralMeeting the total outflow towards dividend on equity shares for the year would be Rs29.91 Lakhs.
The total income of the Company for the current year is Rs 878.88 Lakhs as against Rs924.15 Lakhs during the previous year. The Company has made a net profit of ' 246.81 Lakhsduring the current years as against the net profit of Rs 46.50 Lakhs in the previous year.During the year the Company has reversed impairment loss in the value of investment inone of the associates of Rs 103.86 Lakhs based on the market price of share of theinvestee company. The EPS for the current year is Rs 8.25 as against Rs 1.55 in theprevious year.
TRANSFER TO RESERVES
The Board of Directors of your Company have not transferred any amount to the reservesfor the financial year under review.
ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has two Associate companies viz. Simplex Papers Limited and Simplex MillsCompany Limited. There are no joint venture companies within the meaning of Section 2(6)of the Companies Act 2013 (the Act).
During the year the Board of Directors reviewed the affairs of the AssociateCompanies. In terms of subsection 3 of Section 129 of the Act we have preparedconsolidated financial statements of the Company which forms part of the Annual Report.Further a statement containing the salient features of the Financial Statements of theAssociate Companies is set out in the prescribed form AOC-1 (Part B'-Associates andJoint Ventures) which forms part of the Annual Report.
The Company is developing a project consisting of villas at Nachinolla Goa. We haveobtained completion certificate from the concerned authorities for the villas. Interiorwork for villas is in final stage and we are expecting these villas to be ready for saleduring the current year.
The Company is exploring the options to start development on its own land at MahalaxmiMumbai.
The Company's project "Simplex KhushAangan" is completed and handed over tothe society for its day to day maintenance. The Company has inventory (i.e. commercialunits) in this project and we are making efforts to sale the inventory.
The Company continues to focus on consolidation of its operations rationalization ofbusiness and exploring the opportunities in the development and redevelopment ofresidential projects.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the Company during the year.
The Company has not accepted any deposits from the public and as such no amount ofprincipal or interest on deposits was outstanding as on the balance sheet date.
LOANS GUARANTEES AND INVESTMENTS
The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Smt. Sandhya R Kini (DIN: 03346789) a Director retires by rotation in compliance withSection 152 of the Act at the ensuing AGM of the Company and being eligible offersherself for re-appointment. The Board of Directors are also of the opinion that Smt.Sandhya R Kini fulfills all the conditions as mentioned in the Act.
Smt. Renu Jain nominee of Life Insurance Corporation of India (LIC) on the Company'sBoard resigned as a Director with effect from 18th May 2022. The Board has placed onrecord its appreciation for the valuable contribution made to the Company by Smt. RenuJain during her tenure. Consequent to her resignation Shri Praveen Kumar was nominated byLIC as a Director on the Board. The Board of Directors of the Company at the meeting heldon 25th May 2022 on the recommendation of Nomination and Remuneration Committee hasapproved the appointment of Shri Praveen Kumar as an Additional Director upto the date ofensuing Annual General Meeting of the Company.
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 the databank maintained by The Indian Institute of Corporate Affairs (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.
The details of the Director being recommended for appointment and re-appointment arecontained in the accompanying Notice of the AGM.
Consequent to resignation of Mr. Paras Shah the Board has appointed Mrs. Kinjal P.Shah as the Company Secretary and Compliance Officer designated as the Key ManagerialPersonnel of the Company with effect from 7th February 2022.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committee and Individual Director pursuant to the provisions of the Act and theListing Regulations a structured questionnaire was prepared after taking intoconsideration inputs received from the Directors covering various aspects of the Board'sfunctioning composition of the Board and its Committees culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was carried out by the entireBoard. The performance evaluation of the Chairman and the NonIndependent Directors wascarried out by the Independent Directors. The Directors expressed their satisfaction withthe evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the year under review five Board meetings were held. The details of themeetings are given in Corporate Governance Report which forms part of this Report.
The paid-up equity share capital stood at Rs 299.14 Lakhs. 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.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The details of this policy is given in the CorporateGovernance Report which forms part of this Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization programme for IndependentDirectors of the Company. The details of the said 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 form part of this Report.
Messers Khandelwal and Mehta LLP Chartered Accountants Mumbai (ICAI Firm RegistrationNo. W100084) Auditors of the Company have submitted their Independent Auditors Report onthe Financial Statements of the Company for the year ended 31st March 2022 and they havegiven an unmodified opinion(s) report on the Financial Statements for the year underreview. The Auditors have confirmed that they comply with all the requirements andcriteria and are qualified to continue to act as Auditors of the Company. No frauds havebeen reported by the Auditors under Section 143(12) of the Act.
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 II andforms part of this Report. There is no secretarial audit qualification reservation oradverse remark for the year under review.
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 Governancerequirements as stipulated under the Listing Regulations. A separate report on CorporateGovernance along with the requisite Auditors' Certificate is annexed and forms part ofthis 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 judgments and estimates that have been made are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2022 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 systems were 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 in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. There were no transactionsduring the year which would require to be reported in Form AOC-2. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large during the year that would have required Membersapproval under the Listing Regulations.
The policy on Related Party Transactions as approved by the Board is available on theCompany's website. None of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135(1) of Companies Act 2013 if Company having networth of ' 500 crore or more or the turnover of ' 1000 crore or more or net profit of ' 5crore or more in immediately preceding financial year (i.e. as on 31st March 2021 for theyear under review) then the provision of this section is applicable. In the case of ourCompany none of these criteria is fulfilled by the Company as on 31st March 2021.
Accordingly the Company is not required to form Corporate Social ResponsibilityCommittee and to spend any amount towards the CSR activities for the financial year2021-22 as per the provision of Section 135 of the Companies Act2013.
However with a view to have a better corporate governance the Company continues withthe CSR Committee which is already formed and conducts a meeting once in a year.
The details of Committee and its terms of reference are set out in Corporate GovernanceReport. The Annual Report on CSR activities is attached as Annexure I and formspart of this Report.
Risk management policy has been developed and implemented. The Board is kept informedof the risk mitigation measures being taken through risk mitigation report/operationreport. There are no current risks which threaten the existence of the Company.
INTERNAL CONTROLS SYSTEMS AND ADEQUACY
The Company has in place an adequate system of internal controls. It has documentedpolicies and procedures covering all financial and operating functions and processes.These have been designed to provide a reasonable assurance with regard to maintaining ofproper accounting controls for ensuring reliability of financial reporting monitoring ofoperations protecting assets from unauthorized use or losses and compliance withregulations. The details of the internal controls system are given in the ManagementDiscussion and Analysis Report and forms part of this Report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. The detail of the Policy is explained in the CorporateGovernance Report and is also available on the Company's website on https://simplex-group.com / admin / report/ uploads / Whistle% 20Blower%20Policy_SRL.pdf
In terms of Section 92(3) of the Companies Act 2013 copy of the Annual Return of theCompany is available on the website of the Company. The web link of the same ishttps://simplex-group.com/ admin/report/uploads/Form_MGT_7-2022.pdf
The Company's equity shares are listed at BSE Limited and the Annual Listing Fees forthe year 2022-23 has been paid.
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.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO
Considering the Company's business activities the Directors have nothing to reportunder Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules2014 with reference to Conservation of Energy and Technology Absorption.
|Foreign Exchange Transactions: ||2021-22 ||2020-21 |
|Foreign Exchange Earnings (Rs inLakhs) ||NIL ||Nil |
|Foreign Exchange Outgo (Rs inLakhs) ||0.42 ||0.27 |
DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT 2013
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.
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.
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 Members of the Company. The Directors express their appreciation for thededicated and sincere services rendered by the employees of the Company.