To
The Members,
Your Directors are pleased to present the Hundred and Tenth Annual Report, together
with the Audited Accounts for the year ended 31 March, 2023.
FINANCIAL RESULTS ( in Lakhs)
Particulars |
2022-2023 |
2021-2022 |
Total Income |
767.90 |
878.88 |
| Profit before Depreciation, Finance Costs, Exceptional Item and Taxation |
190.39 |
339.59 |
| Less: Depreciation |
14.92 |
16.35 |
| Less: Finance Costs |
2.98 |
9.80 |
Profit before Exceptional Item and Tax |
172.49 |
313.44 |
| Less: Exceptional Item |
- |
- |
Profit before Tax |
172.49 |
313.44 |
| Less: Current Tax |
31.48 |
29.31 |
| Deferred Tax |
10.90 |
34.55 |
| Taxes of earlier years |
0.11 |
2.77 |
Profit for the year |
130.00 |
246.81 |
| Other Comprehensive Income/(Expense) for the year, net of tax |
(53.03) |
18.14 |
Total Comprehensive Income/(Expense) for the year |
76.97 |
264.95 |
DIVIDEND
The Directors are pleased to recommend a dividend of
1.00 per share (i.e 10%) on equity shares of face value of 10/- each for the year
ended 31 March, 2023. The dividend, as recommended above, if approved by the Members at
the ensuing Annual General Meeting, the total outflow towards dividend on equity shares
for the year would be 29.91 Lakhs.
OPERATIONS
The total income of the Company for the current year is 767.90 Lakhs as against
878.88 Lakhs during the previous year. The Company has made a net profit of 130.00 Lakhs
during the current year as against the net profit of 246.81 Lakhs in the previous year.
The EPS for the current year is 4.35 as against 8.25 in the previous year after the
exceptional item.
TRANSFER TO RESERVES
The Board of Directors of your Company have not transferred any amount to the reserves
for the financial year under review.
ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has two Associate companies viz. Simplex Papers Limited and Simplex Mills
Company 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 Associate
Companies. In terms of subsection 3 of Section 129 of the Act, we have prepared
consolidated financial statements of the Company, which forms part of the Annual Report.
Further, a statement containing the salient features of the Financial Statements of the
Associate Companies is set out in the prescribed form AOC-1 (Part ‘B Associates and
Joint Ventures) which forms part of the Annual Report.
PROJECTS
The Companys project at Nachinolla, Goa having 4 villas is completed and ready for
sale.
The Company has inventory (i.e. commercial units) in the project "Simplex
KhushAangan" situated at S. V. Road, Malad (West), Mumbai and efforts are being made
to sale the same.
The Company continues to focus on consolidation of its operations, rationalization of
business and exploring the opportunities in the development and redevelopment 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 of
principal 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 of
Section 186 of the Act are given in the notes to the Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 149 of the Companies Act, 2013, read with
Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, ("SEBI Listing Regulations"), as
amended from time to time, as on 31 March, 2023, the Board of Directors comprises of Eight
Directors (with 3 Executive Directors and 4 Independent Directors and 1 Non-Executive
Director).
Shri Nandan Damani (DIN:00058396) Chairman and Managing Director, retires by rotation
in compliance with Section 152 of the Act, at the ensuing AGM of the Company and being
eligible, offers himself for reappointment. The Board of Directors are also of the opinion
that Shri Nandan Damani fulfills all the conditions as mentioned in the Act. Upon his
reappointment as a Director, Shri Nandan Damani shall continue to hold his office of the
Chairman and Managing Director, and shall not be deemed to constitute a break in his
office.
th
The Board of Directors at its Meeting held on 16 May, 2023, subject to approval of
Members, approved the reappointment of Shri Nandan Damani (DIN:00058396) as the Managing
Director, designated as the Chairman and Managing Director of the Company and Shri Sanjay
N Damani (DIN:03078104), as the Whole-time Director, designated as the Executive Director
of the Company, for a period of three years with effect from 29 June, 2023 and 1 June,
2023 respectively.
Pursuant to Regulation 36 of the SEBI Listing Regulations and Secretarial Standard-2 on
General Meeting, a brief profile of the Directors proposed to be re-appointed is contained
in the accompanying Notice of the AGM.
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and that they are not
disqualified to become directors under the Companies Act, 2013. In terms of Section 150 of
the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they
have registered themselves with the databank maintained by The Indian Institute of
Corporate Affairs (‘IICA).
The Board of Directors is of the opinion that all the Independent Directors of the
Company hold highest standards of integrity and possess requisite expertise and experience
required to fulfill their duties as Independent Directors.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
Board Committee and Individual Directors. Pursuant to the provisions of the Act and the
Listing Regulations, a structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering various aspects of the Boards
functioning composition of the Board and its Committees, culture, execution and
performance of specific duties, obligations and governance.
The performance evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non-Independent Directors was
carried out by the Independent Directors. The Directors expressed their satisfaction with
the evaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the year under review, four Board meetings were held. The details of the
meetings are given in Corporate Governance Report which forms part of this Report.
SHARE CAPTIAL
The paid-up equity share capital stood at 299.14 Lakhs. During the year under review,
the Company has not issued equity shares with differential voting rights, sweat equity
shares, employees stock options and not made any provision for purchase of its own shares.
REMUNERATION AND NOMINATION POLICY
The Board has framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The details of this policy is given in the Corporate
Governance Report which forms part of this Report.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has practice of conducting familiarization programme for Independent
Directors of the Company. The details of the said programme are given in the Corporate
Governance Report which forms part of this Report.
PARTICULARS OF EMPLOYEES
During the year, there was no employee in receipt of remuneration as prescribed in the
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The prescribed particulars of Employees as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as Annexure III and forms part of this Report.
STATUTORY AUDITORS
In accordance with the provisions of Section 139 of the Act, Khandelwal and Mehta LLP,
Chartered Accountants, Mumbai (ICAI Firm Registration No. W100084) will be completing
their first term of five consecutive years on conclusion of the ensuing Annual General
Meeting.
In view of the above, the Board of Directors at its Meeting held on 16 May, 2023, based
on the recommendation of the Audit Committee, re-appointed Khandelwal & Mehta LLP, for
a second term of five consecutive years commencing from the conclusion of the Hundred and
Tenth Annual General Meeting till the conclusion of Hundred and Fifteenth Annual General
Meeting to be held for the financial year 2027-28.
The Company has received their written consent along with the eligibility certificate
confirming that they satisfy the criteria provided under Section 141 of the Act and that
the appointment, if made, shall be in accordance with the applicable provisions of the Act
and rules framed thereunder.
Accordingly, an Ordinary Resolution proposing the reappointment of Khandelwal &
Mehta LLP, Chartered Accountants, Mumbai as the Statutory Auditors of the Company, is set
out as an Item No. 4 in the accompanying AGM Notice forming part of the Annual Report.
The Auditors have submitted their Independent Auditors Report on the Financial
Statements of the Company for the year ended 31 March, 2023 and they have given an
unmodified opinion(s) report on the Financial Statements for the year under review. There
were no qualifications, reservations or adverse remarks or disclaimer made by the Auditors
in their report. No frauds have been reported by the Auditors under Section 143(12) of the
Act.
SECRETARIAL AUDIT
The Board has appointed Taher Sapatwala & Associates, Practicing Company
Secretaries to undertake the Secretarial Audit of the Company.
Accordingly, Secretarial Audit was conducted during the year, in accordance with
provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure
II and forms an integral part of this Report. There is no secretarial audit
qualification, reservation or adverse remark for the year under review.
REGISTRAR AND TRANSFER AGENT
During the year under review, the Company had initiated change of existing Share
Transfer Agent (the STA) from "Freedom Registry Limited" to "Purva
Shareregistry (India) Private Limited" having SEBI Registration number INR000001112
as Registrar and Transfer Agent (RTA). The applications submitted with National Securities
Depository Limited and Central Depository Services (India) Limited have been duly approved
and accordingly the effective date for change of RTA is 3 May, 2023.
SECRETARIAL STANDARDS
The Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India on Board Meetings and Annual General Meeting.
CORPORATE GOVERNANCE
The Company has complied with the mandatory provisions of Corporate Governance
requirements as stipulated under the Listing Regulations. A separate report on Corporate
Governance along with the requisite Certificate is annexed and forms part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)c read with Section 134(5) of the Act and the Listing
Regulations, on the basis of information placed before them, the Directors state that:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
ii. appropriate accounting policies have been selected and applied consistently, and
the judgments and estimates that have been made are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company
st
as at 31 March, 2023 and of the profit of the Company for the said period;
iii. proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
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 and that such internal
financial controls are adequate and were operating effectively; and
vi. there is a proper system to ensure compliance with the provisions of all applicable
laws 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 on
an arms length basis, in the ordinary course of business and were in compliance with the
applicable provisions of the Act and the Listing Regulations. There were no transactions
during the year which would require to be reported in Form AOC-2. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company at large during the year that would have required Members
approval under the Listing Regulations.
The policy on Related Party Transactions as approved by the Board is available on the
Companys website. None of the Directors has any pecuniary relationships or transactions
vis-a-vis the Company.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135(1) of the Act, if the Company having Net worth of
500 crore or more or the turnover of 1,000 crore or more or Net Profit of 5 crore or
more in immediately preceding financial year (i.e. as on 31 March, 2022 for the year under
review) then the provision of this Section is applicable. In the case of our Company, none
of these criteria is fulfilled as on 31 March, 2022.
Accordingly, the Company is not required to form Corporate Social Responsibility (CSR)
Committee and to spend any amount towards the CSR activities for the financial year
2022-23 as per the provision of Section 135 of the Companies Act,2013.
However, with a view to have a better corporate governance, the Company continues with
the 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 Governance
Report. The Annual Report on CSR activities is attached as Annexure I and forms
part of this Report.
RISK MANAGEMENT
Risk management policy has been developed and implemented. The Board is kept informed
of the risk mitigation measures being taken through risk mitigation report/operation
report. 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 documented
policies and procedures covering all financial and operating functions and processes.
These have been designed to provide a reasonable assurance with regard to maintaining of
proper accounting controls for ensuring reliability of financial reporting, monitoring of
operations, protecting assets from unauthorized use or losses and compliance with
regulations. The Company has appointed Vijay Rungta & Co., Chartered Accountants,
Mumbai (ICAI Registration No. 111427W) as an Internal Auditors of the Company. Internal
Financial Controls are evaluated and Internal Auditors Reports are regularly reviewed by
the Audit Committee of the Board.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of
fraud and mismanagement, if any. The detail of the Policy is explained in the Corporate
Governance Report and is also available on the Companys website on
https://simplex-group.com/simplex_update/Realty_ Ltd/COMPANY%20CODE%20%20POLICIES/Whistle
%20Blower%20Policy_SRL.pdf
ANNUAL RETURN
In terms of Section 92(3) of the Act, copy of the Annual Return of the Company is
available on the website of the Company. The web link of the same is
https://simplex-group.com/simplex_update/Realty_Ltd/ANNUAL%20 RETURN/SRL%20Form_MGT_7.pdf
STOCK EXCHANGE
The Companys equity shares are listed at BSE Limited and the Annual Listing Fees for
the year 2023-24 has been paid.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the financial year under review, no significant and material orders were passed
by the regulators or courts or tribunals impacting the going concern status and the
Companys operations in future.
PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Considering the Companys business activities, the Directors have nothing to report
under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules,
2014 with reference to Conservation of Energy and Technology Absorption.
Foreign Exchange |
2022-23 |
2021-22 |
Transactions |
|
|
| Foreign Exchange Earnings |
NIL |
Nil |
| Foreign Exchange Outgo |
11.79 |
0.42 |
DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT, 2013
The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace and has duly constituted an Internal Complaints Committee in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules thereunder.
During the year under review, there was no complaint reported under the Prevention of
Sexual 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 the
Company which have occurred between the end of the financial year of the Company to which
these financial statements relate and the date of this Report.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR
Not applicable as the Company has not made or received any application under the IBC
during the financial year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
The Company has not entered into any one time settlement and thus, this clause is not
applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Financial Year under review as
stipulated under Regulation 34 of the SEBI Listing Regulations is attached and forms part
of this Report.
ACKNOWLEDGMENT
Your Directors place on record their appreciation for the assistance and support
extended by all Government Authorities, Financial Institutions, Banks, Consultants,
Solicitors and Members of the Company. The Directors express their appreciation for the
dedicated 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 DIN:00058396
th
Mumbai, 16 May, 2023
+91-9892691696
