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Simplex Realty Ltd.

BSE: 503229 Sector: Infrastructure
NSE: N.A. ISIN Code: INE167H01014
BSE 00:00 | 24 Sep 81.00 0.10
(0.12%)
OPEN

74.00

HIGH

81.00

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74.00

NSE 05:30 | 01 Jan Simplex Realty Ltd
OPEN 74.00
PREVIOUS CLOSE 80.90
VOLUME 257
52-Week high 96.90
52-Week low 38.30
P/E 33.47
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 74.00
CLOSE 80.90
VOLUME 257
52-Week high 96.90
52-Week low 38.30
P/E 33.47
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Simplex Realty Ltd. (SIMPLEXREALTY) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Hundred and Eight Annual Report togetherwith the Audited Accounts for the year ended 31 March 2021.

FINANCIAL RESULTS

(In Rs)

Particulars 2020-21 2019-20
Total Income 92415433 138274206
Profit before Depreciation Finance Costs Exceptional Item and Taxation 7379198 11382235
Less: Depreciation 1234978 1820081
Less: Finance Costs 2063108 3575485
Profit before Exceptional Item and Tax 4081112 5986669
Add/Less: Exceptional Item - -
Profit before Tax 4081112 5986669
Less: Current Tax 700959 1305209
Deferred Tax (1271934) 4210878
Taxes of earlier years (net) 1754 (66116)
Profit for the year 4650333 536698
Other Comprehensive Income /(Expense) for the year net of tax 9865429 (10703872)
Total Comprehensive Income /(Expense) for the year 14515762 (10167174)

DIVIDEND

The Directors do not recommend any dividend for the financial year ended 31 March 2021with a view to conserve the resources of the Company for long term working capitalrequirements.

OPERATIONS

The total income of the Company for the current year is Rs 92415433/- as against Rs138274206/- during the previous year. The Company has made a net profit of Rs4650333/- during the current year as against the net profit of Rs 536698/- in theprevious year. The EPS for the current year is Rs 1.55 as against Rs 0.18 in the previousyear.

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.

PROJECTS

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 going on but due to COVID-19 pandemic work has been slow and we areexpecting these villas to be ready for sale during the current year.

The Company is exploring the options to start development on its own land at MahalaxmiMumbai.

The Company's project "Simplex KhushAangan" which is a cluster of residentialand commercial space located on prime location of S.V.Road Malad (West) Mumbai iscompleted and handed over to the society for its day to day maintenance. The Company hascommercial units as inventory in this project and we are making efforts to sale theinventory.

The Company continues to focus on consolidation of its operations rationalization ofbusiness and exploring the opportunities in the development and redevelopment ofresidential and commercial projects.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the year.

PUBLIC DEPOSITS

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

Shri Sanjay N Damani Executive Director of the Company retires by rotation incompliance with Section 152 of the Act at the forthcoming AGM of the Company and beingeligible offers himself for re-appointment. The Board of Directors are also of theopinion that Shri Sanjay N Damani fulfills all the conditions as mentioned in the Act.Upon his re-appointment as a Director Shri Sanjay N Damani shall continue to hold hisoffice of the Executive Director and shall not be deemed to constitute a break in hisoffice of the Executive Director.

Smt. Sandhya R Kini was appointed as an Executive Director of the Company with effectfrom 21 October 2016 upto 20 October 2021. Looking at her valuable contribution andefforts taken in the Company the Board of Directors of the Company at its meeting held on31 May 2021 and pursuant to the recommendation of Nomination and Remuneration Committeesubject to approval of members has approved the re-appointment of Smt. Sandhya R Kini asan Executive Director of the Company for a period of three years with effect from 21October 2021 upto 20 October 2024.

Shri Sabhapati G. Shukla was appointed as an Independent Director of the Company witheffect from 21 October 2016 upto 20 October 2021. Pursuant to recommendation of theNomination and Remuneration Committee the Board at its meeting held on 31 May 2021 hasapproved the re-appointment of Shri Sabhapati G. Shukla as an Independent Director for afurther term of 5 years from 21 October 2021 upto 20 October 2026 subject to approvalof the members since the Board was of the opinion that his association would be ofimmense benefit to the Company and it is desirable to avail services of Shri Sabhapati G.Shukla 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 of 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 re appointment are contained in theaccompanying Notice of the AGM.

Consequent to resignation of Shri Shekhar R Singh the Board has appointed Shri ParasShah as the Company Secretary and Compliance Officer designated as the Key ManagerialPersonnel of the Company with effect from 30 July 2020.

BOARD EVALUATION

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 the Listing Regulations a structured questionnaire was prepared after takinginto consideration inputs received from the Directors covering 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 Director was carried out by the entireBoard. The performance evaluation of the Chairman and the Non-Independent 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 four Board meetings were held. The details of themeetings are given in Corporate Governance Report which forms part of this Report.

SHARE CAPTIAL

The paid-up Equity Share capital stood at Rs 29913820/-. 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.

AUDITORS

Messrs 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 31 March 2021 which does notcontain any qualification reservation or adverse remark on the financial statements forthe year under review. The Auditors have confirmed that they comply with all therequirements and criteria are otherwise qualified to continue to act as Auditors of theCompany. No frauds have been reported by the Auditors under Section 143(12) of the Act.

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 II andforms part of this Report. There is no secretarial audit qualification reservation oradverse remark for the year under review.

SECRETARIAL STANDARDS

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

CORPORATE GOVERNANCE

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 31 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 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

During the year under review the CSR Committee considered and recommended that sincethere is average loss for the preceding three financial year there is no statutoryrequirement for spending on CSR activities in terms of the provisions of Section 135 ofthe Act. However the Company and its management is committed to contribute towards thebetterment of the society where we live and work as and when the Company's cash flowpermits.

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

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 onhttp://www.simplex-group.com/upload_pdf/24534 Whistle-Blower-Policy.pdf

ANNUAL RETURN

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

STOCK EXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees forthe year 2021-2022 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: 2020-21 2019-20
Foreign Exchange Earnings (Rs) NIL Nil
Foreign Exchange Outgo (Rs) 27427/- 257608/-

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

Due to the second wave of COVID-19 pandemic and in compliance with the directives ofthe Government of India / State Government / Local Authorities the Company had duringlockdown suspended its on-going work at Goa site until permission is granted by theconcerned authorities to resume the operations. The uncertainty arising from the extendedlockdown and the evolving situation may delay in completion of interior work.

We are closely monitoring the situation and will take all necessary actions as may berequired in the interest of all stakeholders.

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.

ACKNOWLEDGMENT

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.

For and on behalf of the Board of Directors

Nandan Damani

Chairman and Managing Director

Mumbai 31st May 2021

.