Your Directors are pleased to present the Hundred and Seventh Annual Report togetherwith the Audited Accounts for the year ended 31 March 2020.
FINANCIAL RESULTS (In Rs.)
| ||2019-20 ||2018-19 |
|Total Income ||138274206 ||104230406 |
|Profit/(Loss) before Depreciation Finance Costs Exceptional Item and Taxation ||11382235 ||(10152286) |
|Less: Depreciation ||1820081 ||1726890 |
|Less: Finance Costs ||3575485 ||5652083 |
|Profit/(Loss) before Exceptional Item and Tax ||5986669 ||(17531259) |
|Less: Exceptional Item ||- ||55299872 |
|Profit before Tax ||5986669 ||37768613 |
|Less: Current Tax ||1305209 ||9788900 |
|Deferred Tax ||4210878 ||(2353917) |
|Taxes of earlier years (net) ||(66116) ||(4322691) |
|Profit for the year ||536698 ||34656321 |
|Other Comprehensive (Expense) / Income for the year net of tax ||(10703872) ||2731688 |
|Total Comprehensive (Expense) / Income for the year ||(10167174) ||37388009 |
The Directors do not recommend any dividend for the financial year ended 31st March2020 with a view to conserve the resources of the Company for long term working capitalrequirements.
EMERGENCE OF COVID-19 PANDEMIC
The outbreak of COVID-19 was declared as a pandemic by the World Health Organizationwhich has infected millions number of people globally. Covid-19 pandemic is seen having anunprecedented impact on people and economies worldwide.
Due to COVID-19 pandemic and in compliance with the directives of the Government ofIndia/State Government / Local Authorities the Company had during lockdown suspended itson-going work at Goa site until permission is granted by the concerned authorities toresume the operations. The uncertainty arising from the extended lockdown and the evolvingsituation while restarting the work may delay completion of the work. During the lockdownthere were no enquiries and sales of commercial or residential units at the completedproject.
We are closely monitoring the situation and will take all necessary actions as may berequired in the interest of all stakeholders.
The Company is following Government Directives regarding health and safety of allemployees and has already adopted the practice of work from home for its employees inorder to minimize the risk and contain the spread of COVID-19. In the operations focus isbeing maintained on social distancing and hygienic practices for the safety of thepeople.
The total income of the Company for the current year is Rs. 138274206/- as againstRs. 104230406/- during the previous year. The Company has made a net profit of Rs.536698/- during the current year as against the net profit of Rs. 34656321/- in theprevious year. The EPS for the current year is Rs. 0.18 as against Rs. 11.59 in theprevious year after the exceptional item.
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).
In terms of proviso to sub-section 3 of Section 129 of the Act the salient features ofthe Financial Statements of the Associate Companies is set out in the prescribed formAOC-1 (Part B' Associates and Joint 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 going on and we are expecting these villas to be ready for sale duringthe 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 hasinventory 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 projects ofresidential projects.
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 Nandan Damani Chairman and Managing Director retires by rotation in compliancewith Section 152 of the Act at the forthcoming AGM of the Company and being eligibleoffers himself for re-appointment. The Board of Directors are also of the opinion thatShri Nandan Damani fulfills all the conditions as mentioned in the Act. Upon hisre-appointment as a Director Shri Nandan Damani shall continue to hold his office of theChairman and Managing Director and shall not be deemed to constitute a break in hisoffice of the Chairman and Managing Director.
The Board of Directors of the Company at its meeting held on 20th June 2020 on therecommendation of Nomination and Remuneration Committee has recommended re-appointment ofShri Nandan Damani as a Managing Director designated as the Chairman and ManagingDirector of the Company for a period of three years with effect from 29th June 2020.
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).
The details of the Director being recommended for re appointment are contained in theaccompanying Notice of the AGM.
Shri Shekhar R Singh Company Secretary and Compliance Officer of the Company resignedwith effect from 1st May 2020. The Board has placed on record its appreciation for thevaluable contribution made by him to the Company during his tenure.
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 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.
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 IV and form part of this Report.
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 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 comply with all the requirements andcriteria are otherwise qualified to continue to act as Auditors of the Company. No fraudshave been 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 2020 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 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.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is attachedas Annexure III and the web-link for the same ishttp://www.simplex-group.com/upload_pdf/30064Final%20MGT%209-%20Final.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
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: ||2019-2020 ||2018-19 |
|Foreign Exchange Earnings (Rs.) ||NIL ||Nil |
|Foreign Exchange Outgo (Rs.) ||257608 ||1222930/- |
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.
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
Chairman & Managing Director
Mumbai 20 th June 2020