Dear Members,
Your Directors have pleasure in presenting the 43rd Annual Report on the
business & operations of the Company with the Audited Financial Statement for the year
ended 31st March 2023.
FINANCIAL HIGHLIGHTS
Financial results are presented in the table below:
(Rs in Lacs)
Particulars |
31st March, 2023 |
31st March, 2022 |
| Revenue from Operations |
11660.58 |
9183.85 |
| Other Income |
129.58 |
82.96 |
| Less: Finance Costs |
837.69 |
877.75 |
| Less: Depreciation and amortization expenses |
519.68 |
560.76 |
| Profit Before Tax and Exceptional Item |
235.55 |
202.95 |
| Less: Exceptional Item |
2125.84 |
- |
| Less: Tax Expense |
(191.43) |
50.80 |
| Profit After Tax |
(1698.85) |
152.15 |
| Other Comprehensive Income |
(14.06) |
59.89 |
| Total Comprehensive Income |
(1712.91) |
212.03 |
PERFORMANCE OF THE COMPANY
Our Company revenue from operations rose by 26.97 % at Rs 11660.58 Lacs compared to Rs
9183.85 Lacs in FY 2021-22. The Profit Before Tax (PBT) and Profit After Tax (PAT) for the
year 2022-23 were Rs (1,890.28) Lacs and Rs (1,698.85) Lacs respectively, as against Rs
202.95 Lacs and Rs 152.15 Lacs respectively during the previous year ended 31st
March, 2022.
With the improvement of economic conditions in these markets, we anticipate further
increase in sales volume and profitability in the near future.
DIVIDEND
Your Company intends to conserve available resources to invest in the growth of the
business and pursue strategic growth opportunities. Accordingly, your Directors do not
recommend any dividend for the year due to losses.
TRANSFER TO RESERVES
Your Company has not transferred any amount to the General Reserves Account from during
the practicing Company the Financial Year 2022- Secretary 23.
SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES
The Company does not have any subsidiary , associate or joint venture company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed report on the Management Discussion and Analysis in terms of the provisions
of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided as a separate chapter in the annual report.
MATERIALCHANGESANDCOMMITEMENTAFFECTING FINANCIAL POSITION OF THE COMPANY
There have been 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 the financial statements relate and the date of this report.
DEPOSITS
During the year under review, your Company has not accepted any deposits within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance
of Deposits) Rules, 2014 (including any statutory Modification(s) or re-enactment(s) for
the time being in force).
CORPORATE GOVERNANCE
The Company has taken the requisite steps to comply with the recommendations concerning
Corporate Governance. A separate statement on Corporate Governance together with a
certificate regarding compliance of conditions of Corporate
Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the Financial Year
ended 31st March, 2023
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Om Prakash Patel has tendered his resignation from the
position of Whole Time
Director of the Company due to medical Issues with effect from 11th
February, 2023.
The Company has appointed Mr. Sajal Kumar Ghosh as an Additional Director on the Board
of Directors w.e.f 22nd February, 2023 and the same has been approved by the
Members of the Company by means of Postal ballot on 19th May, 2023 and
appointed as a Whole Time Director designated as an Executive Director of the Company for
a period of whose office shall be liable to retire by rotation.
The appointment was made in accordance with the provisions of Companies (Management and
Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
During the year under review, Mrs Akanksha Kotwani
Company Secretary and Compliance Officer of the company has tendered her resignation
with effect from after closing of working hour of 11th February , 2023 and in
her place , the Company has appointed Mrs Pooja Jethmal as Company
Secretary and Compliance officer of the Company with effect from 12th
February, 2023.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company as on 31st
March, 2023:
1. Mrs Sangeeta K Shah: Managing Director Office
2. Mr.AvinashHariharno:Chief Financial
3. Mrs Pooja Jethmal: Company Secretary and Compliance Officer of the Company (w.e.f
12.02.2023)
PERFORMANCE EVALUATION
Meeting the requirements of the statute and considering
Board Performance Evaluation as an important step for a Board to transit to a higher
level of performance, the Nomination and Remuneration Committee has laid down a
comprehensive framework for carrying out the evaluations prescribed in the Companies Act,
2013 and the nSEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The framework was developed to give all Board members an opportunity to evaluate and
discuss the Boards performance openly from multiple perspectives and enhance governance
practices within the Board. The framework describes the evaluation coverage and the
process thereof.
A structured questionnaire each for evaluation was prepared and a separate exercise was
carried out to evaluate the performance of individual Directors including the Chairman of
the Board.
The performance evaluation of the Independent Directors was also carried by the entire
Board. The performance evaluation of the Chairman, Managing Director & Executive
Directors was carried out by the independent Directors at its separate meeting held on 31st
March, 2023. The Directors expressed their satisfaction with the evaluation process.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:
All Independent Directors of the Company have given declarations as required under the
provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the
eligibility criteria of independence as laid down under section 149(6) of the Companies
Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS
The Company conducts Familiarization Programme for the Independent Directors to provide
them an opportunity to familiarize with the Company, its Management and its operations so
as to gain a clear understanding of their roles, rights and responsibilities and
contribute significantly towards the growth of the Company. The initiatives undertaken by
the Company in this respect has been disclosed on the website of the Company at www.
simplexcastings.com.
NOMINATION AND REMUNERATION POLICY
The remuneration paid to the Directors is in accordance with the Nomination and
Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force). The silent aspects covered in the Nomination
and Remuneration Policy has been outlined in the Corporate Governance Report which forms
part of this report.
CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR
In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the
Listing Regulations, the NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key features of which are as
follows:
Qualifications The Board nomination process encourages diversity of thought,
experience, knowledge, age, and gender. It also ensures that the
Board has an appropriate blend of functional and industry expertise.
Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the
Directors are expected to demonstrate high standards of ethical behaviour, communication
skills, and independent judgment. The Directors are also expected to abide by the
respective Code of Conduct as applicable to them. Independence - A Director will be
considered independent if he/she meets the criteria laid down in Section 149(6) of the
Act, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations , as
amended from time to time.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197 of the Companies Act, 2013 and Rule 5 (1)
Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or enactment(s) thereof for the
time being in force is set out in the Annexure-I to this report.
The Company does not have any employee, whose particulars are required to be given
pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2)
&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014. The statement containing the names of top ten employees in terms of remuneration
drawn and the particulars of employees as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) of the aforementioned Rules will be made available on
request sent to the Company on cs@simplexcastings.com.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (including
any statutory modifications or re-enactments thereof for the time being in force), the
Directors of the Company confirm that:
a. in the preparation of the annual accounts for the financial year ended 31st
March, 2023, the applicable Accounting Standards and Schedule III of the Companies
Act,2013 have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistently,
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2023 and of
the profit and loss of the Company for the financial year ended 31st March,
2023;
c. proper and maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. the Annual Accounts have been prepared on a going concern basis;
e. proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and operating effectively;
f. proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems are adequate and operating effectively.
MEETING OF BOARD AND COMMITTEES
The details of the meetings of the Board of Directors and its Committees, convened
during the financial Year 2022-23 are given in the Corporate Governance Report which forms
a part of Annual Report.
SEPARATE MEETING OF THE INDEPENDENT DIRECTORS
During the year under review, the Independent Directors met on 31st March,
2023, without the attendance of Non-Independent Directors and members of the management, inter
alia, to discuss on the following:
To review the performance of the Non-Independent Directors and the Board as whole;
Review the performance of the Chairperson of your
Company, taking into account views of Executive/Non Executive Directors ; and
Assess the quality, quantity and timeliness of flow information between your Companys
management and the Board that was necessary for the Board to effectively and reasonably
perform their duties.
All the Independent Directors of the Company attended the separate Meeting of
Independent Directors. Mr Champak K Dedhia chaired the Meeting.
STATUTORY AUDITORS AND THEIR REPORT
At the 41st AGM of the Company held on 30th September, 2021, the
shareholders had approved the reappointment of M/s APAS & Co, Chartered Accountants
(Firm Registration No. No.000340C), as Statutory Auditors of the Company, to hold office
till the conclusion of the 44 th AGM. The Auditors have issued an un modified
opinion on the Financial Statements, for the financial year ended 31st March, 2023.
The Emphasis of matter in Audited Financial Statement and management reply thereto was
as under: -Attention is drawn to Note No. 43 which refers to the exceptional items
reported in the statement of Profit and Loss (including other comprehensive Income).The
Management has submitted the requisite documents to the care has been taken for the
Auditors respect to Exceptional items reported in Note no 43 of financial statement.
COST AUDITOR AND THEIR REPORT
Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014, your Company is required to get its cost
accounting records audited by a Cost Auditor. Pursuant to the provisions of Section 148 of
the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules
2014 ) ,M/s Arindam & Associates has been appointed as cost auditors for conducting
Cost Audit for the Financial Year under review.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 M/s. Harshit
Malviya & Associates, Chartered Accountants were appointed as Internal Auditors for
the Financial Year under review.
SECRETARIAL AUDITOR AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
reappointed M/s Divanshu Mittal & Associates, Company Secretaries, (FCS 8703, CP No.
13800) to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.
The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed
herewith as Annexure II to this report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE
TO THE CENTRAL GOVERNMENT
The Statutory Auditors, Cost Auditor or Secretarial Auditor of the Company have not
reported any frauds to the Audit Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013, including rules made thereunder.
EXTRACT OF ANNUAL RETURN
The Extract of the Annual Return of the Company has been placed on the website of the
Company at www. simplexcastings.com.
RELATED PARTY TRANSACTIONS
All Related Party Transactions (RPTs) entered into by the Company during the year under
review were on an arms length basis and in the ordinary course of business. These RPTs
did not attract provisions of Section 188 of the Companies Act, 2013 and were also not
material RPTs under Regulation 23 of the Listing Regulations. Given that the Company does
not have anything to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 in Form No. AOC- 2, therefore the same is not
provided. All related party transactions are approved by the Audit Committee and are
periodically reported to the Audit Committee. Prior approval of the Audit Committee was
obtained on a periodic basis for the transactions which were planned and / or repetitive
in nature and omnibus approvals were also taken as per the policy laid down for unforeseen
transactions.
The Policy on Related Party Transactions as approved by the Board of Directors is
available on the Companys website.
The details of the transactions with related parties during FY 2022-23 are provided in
the accompanying financial statements.
The transactions with person or entity belonging to the promoter/ promoter group which
hold(s) 10% or more shareholding in the Company has been disclosed in the accompanying
financial statements.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments under the provisions of Section 186 of the
Act read with the Companies (Meetings of Board and its Powers) Rules,2014, as on 31st
March, 2023, are set out in Notes to the Financial Statements of the Company.
SHARE CAPITAL
The paid up Equity Share Capital as on 31st March , 2023 is Rs 613.12 Lacs.
Your Company has not issued equity shares with differential rights as to dividend,
voting or otherwise; and does not have any ESOP Scheme for its employees/Directors. As on
March 31, 2023, none of the Directors of the Company hold instruments convertible into
Equity Shares of the Company.
LISTING OF SHARES
The Company Securities are listed on Bombay Stock Exchange and Calcutta Stock Exchange
.
The Board of Directors in their meeting on 12th November, 2022 has approved
the Delisting of the equity shares of the Company from The Calcutta Stock Exchange Ltd.
(CSE) only in terms of Regulation 5 & 6 of the Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations 2021. The Company has filed the delisting
application before Calcutta Stock Exchange but Calcutta
Stock Exchange has suspended the Company with effect from 5th April,2023.
RISK MANAGEMENT
The Company has in place comprehensive risk assessment and minimization procedures,
which are reviewed by the Board periodically. The Company has been addressing various
risks impacting the Company.
DISCLOSURE ON AUDIT COMMITTEE
The Audit Committee as on 31st March, 2023 comprises of the following
Independent Directors: Mr Champak K Dedhia (Chairman), Ms Ushma Nitin Khabaria and Mrs S.
M Swathi as Members.
The Board has accepted all recommendations made by the Audit Committee during the year.
VIGIL MECHANISM
A Vigil Mechanism Policy for Directors and employees of the Company is constituted, to
provide a mechanism which ensures adequate safeguards to employees and Directors from any
victimization on rising of concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements and reports, etc.
All employees of the Company have access to the Chairman of the Audit Committee in case
they want to report any concern. The Policy on Vigil Mechanism is available on your
Company website.
During the year under review, the Company has not received any complaints under the
Mechanism.
CORPORATE SOCIAL RESPONSIBILITY :
The CSR Committee has formulated a CSR policy of the Company for undertaking the
activities as specified Schedule VII to the Companies Act, 2013. A copy of the CSR Policy
has been posted on the website of the company at www.simplexcastings com and the weblink
http://www. simplexcastings.com/investors/code-of-conduct/docs/
policies/Corporate_Social_Responsibility_Policy.pdf.
The Composition of the CSR Committee: Mr Champak K Dedhia (Chairman) Mrs Sangeeta
Ketan Shah (Member) Mr Ketan M Shah(Member)
The Annual Report on Corporate Social Responsibility activities during the year are set
out in Annexure III of this Report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy, technology absorption, foreign exchange earnings
and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure
IV to this report.
INTERNAL FINANCIAL CONTROL
Internal Financial Controls are an integrated part of the risk management process,
addressing financial and financial reporting risks. The internal financial controls have
been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through
management reviews, control self-assessment, continuous monitoring by functional experts
as well as testing of the internal financial control systems by the internal auditors
during the course of their audits. We believe that these systems provide reasonable
assurance that our internal financial controls are designed effectively and are operating
as intended.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS / COURTS
There are no significant and material orders passed by the
Regulators or Courts or Tribunals which would impact the going concern status of the
Company and its operation in future.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to the provisions of Section 125 of the Companies Act, 2013, the outstanding
amount of dividend which remained unpaid or unclaimed for a period of seven years and
shares whose dividend was unpaid/unclaimed for seven consecutive years have been
transferred by the Company, from time to time on due dates, to the Investor Education and
Protection Fund.
During the year under review, the Company has credited Rs 1.45 Lacs to the Investor
Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013/
Section 205C of the Companies Act, 1956 read with the Investor Education and Protection
Fund (Awareness and Protection of Investors) Rules, 2001 relating to the Dividend paid by
the Company for FY 2015-16 During the year under review, the Company has also transferred
104215 Equity Shares to the Investor Education and Protection Fund (IEPF) relating to 108
shareholders of the Company, whose dividend were unclaimed/unpaid for seven consecutive
years, pursuant to Section 125 of the Companies Act, 2013 read with the Investor Education
and Protection Fund (Awareness and Protection of Investors) Rules, 2001 and the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016.
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of
information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the
Company has uploaded the details of unpaid and unclaimed amounts lying with the Company,
as on 30th September 2022 (date of last Annual General Meeting) on the
Companys website at www.simplexcastings.com and on the website of the Ministry of
Corporate Affairs. Any person, whose unclaimed or unpaid amount has been transferred by
the Company to IEPF may claim their refunds to the IEPF authority. For claiming such
amount, claimant needs to file form IEPF-5 along with requisite documents.
The detailed procedure for claiming shares and Dividend Amount has been uploaded on the
Website of the Company at www.simplexcastings.com and also available on the website of
IEPF (www.iepf.gov.in).
The Nodal Officer for the purpose of IEPF is Company Secretary and the website address
is www.simplexcastings. com.
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Your Company believes that its employees are one of the most valuable assets of the
Company. During the year under review, the Company organised various training programs at
all level to enhance skill of the employees. The employees are deeply committed to the
growth of the Company.
DETAILS OF DIFFERENCES 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 REASON THEREOF:
Your Company has not made any one time settlement with any of its lenders.
DETAILS OF APPLICATIONS MADE OR ANY PROCEDDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY 2016:
No application pending under Insolvency and Bankruptcy Act 2016.
COMPLIANCE OF SECRETARIAL STANDARD:
Your Company have complied with all Secretarial Standards issued by the Institute of
Company Secretaries of India (ICSI) and approved by Central Government from time to time.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has adopted zero tolerance for sexual harassment at the workplace and has
formulated a policy on prevention, prohibition, and redressal of sexual harassment at the
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. Awareness programs were
conducted at various locations of the Company.
The Company has complied with provisions relating to the constitution of the Internal
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. There were no complaints relating to sexual harassment, pending at
the beginning of financial year, received during the year and pending as on the end of the
Financial Year 2022-23.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the
assistance and co-operation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. The Board of
Directors also wish to place on record its deep sense of appreciation for the committed
services by the Companys executives, staff and workers.
|
For and on behalf of the Board of Directors |
| Ketan M Shah |
Sangeeta K Shah |
| Chairman |
Managing Director |
| DIN:00312343 |
DIN:05322039 |
| Place : Bhilai |
|
| Date: 12.08.2023 |
|
+91-9892691696
